Item 7.01 Regulation FD Disclosure.
On
To the extent the Issuer elects to proceed with the Offering, the Issuer currently intends to use the net proceeds from the Offering, together with cash on hand, to redeem and retire all of its 5.500% senior secured notes due 2024 (the "2024 Notes") and to pay fees and expenses related to the foregoing.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated by reference herein.
This Current Report does not constitute an offer to sell or the solicitation of
an offer to buy the Notes or any other securities, and shall not constitute an
offer, solicitation or sale of any security in any jurisdiction in which such
offering, solicitation or sale would be unlawful. This Current Report does not
constitute a notice of redemption with respect to the 2024 Notes or any other
securities. The Notes will not be registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or sold in
The foregoing information, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report includes forward-looking statements that reflect our current views with respect to future events and financial performance, including the Offering and the use of proceeds thereof. These statements may discuss goals, intentions or expectations as to future plans, trends, events, results of operations or financial condition or otherwise, in each case, based on current beliefs of management, as well as assumptions made by, and information currently available to, such management. These forward-looking statements are generally identified by their use of such terms and phrases as "intend," "goal," "estimate," "expect," "project," "projections," "plans," "potential," "anticipate," "should," "could," "designed to," "foreseeable future," "believe," "think," "scheduled," "outlook," "target," "guidance" and similar expressions, although not all forward-looking statements contain such language. This list of indicative terms and phrases is not intended to be all-inclusive.
These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, risks related to the Offering and the use of proceeds thereof, including that such transactions may not occur; risks related to the planned spin-off of the Home Networks business, including uncertainty regarding whether such transaction will be commenced or completed and the timing and value of such transaction; risks related to the potential separation of the Home Networks business; our ability to integrate and fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; selling or discontinuing one or more of our product lines; potential difficulties in realigning global manufacturing capacity and capabilities among our global manufacturing facilities or those of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; our dependence on customers' capital spending on data and communication systems; concentration of sales among a limited number of customers and channel partners; changes in technology; industry competition and the ability to retain customers through product innovation, introduction and marketing; risks associated with our sales through channel partners; changes to the regulatory environment in which we and our customers operate; product quality or performance issues and associated warranty claims; our ability to maintain effective management information technology systems and to successfully implement major systems initiatives; cyber-security incidents, including data security breaches, ransomware or computer viruses; the risk our global manufacturing operations suffer production or shipping delays,
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causing difficulty in meeting customer demands; the risk that internal
production capacity or that of contract manufacturers may be insufficient to
meet customer demand or quality standards; the use of open standards; the
long-term impact of climate change; changes in cost and availability of key raw
materials, components and commodities and the potential effect on customer
pricing; risks associated with our dependence on a limited number of key
suppliers for certain raw materials and components; the risk that contract
manufacturers we rely on encounter production, quality, financial or other
difficulties; substantial indebtedness and restrictive debt covenants; our
ability to incur additional indebtedness; our ability to generate cash to
service our indebtedness; possible future impairment charges for fixed or
intangible assets, including goodwill; income tax rate variability and ability
to recover amounts recorded as deferred tax assets; our ability to attract and
retain qualified key employees; labor unrest; obligations under our defined
benefit employee benefit plans requiring plan contributions in excess of current
estimates; significant international operations exposing us to economic,
political and other risks, including the impact of variability in foreign
exchange rates; our ability to comply with governmental anti-corruption laws and
regulations and export and import controls worldwide; our ability to compete in
international markets due to export and import controls to which we may be
subject; changes in the laws and policies in
Although the information contained in this Current Report represents the Company's best judgment as of this Current Report based on information currently available and reasonable assumptions, the Company can give no assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, the Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company is not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this Current Report, except as otherwise may be required by law.
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.Item 9.01 Exhibits. (d) Exhibits. Exhibit Number: Description 99.1 Press Release issued byCommScope Holding Company, Inc. datedAugust 11, 2021 . 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
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