Item 3.02. Unregistered Sales of Equity Securities.

As previously disclosed, on April 4, 2019, CommScope Holding Company, Inc. (the "Company") issued and sold 1,000,000 shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), for an aggregate purchase price of $1.0 billion, or $1,000 per share, pursuant to an Investment Agreement by and between the Company and Carlyle Partners VII S1 Holdings, L.P. ("Carlyle"), dated as of November 8, 2018. Also, as previously disclosed, on March 31, 2020, the Company paid a dividend in kind in the aggregate amount of 13,750 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock as of March 15, 2020; on June 30, 2020, the Company paid a dividend in kind in the aggregate amount of 13,939 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock as of June 15, 2020; and, on September 30, 2020, the Company paid a dividend in kind in the aggregate amount of 14,130 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock as of September 15, 2020. The material terms of the Series A Preferred Stock are described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2019, which description is incorporated by reference herein.

On December 23, 2021, the Board of Directors of the Company declared a dividend (the "Dividend") on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind in the form of 14,325 shares of Series A Preferred Stock in the aggregate, plus $11.25 in cash in the aggregate in lieu of fractional shares. The Company expects to pay the Dividend on December 31, 2021.

The Dividend is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act. Carlyle represented to the Company that it is an "accredited investor" as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing the shares of Series A Preferred Stock and/or shares of the Company's common stock, par value $0.01 per share, issued upon conversion of Series A Preferred Stock.

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