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, during 2020, the Company paid dividends in kind in the
aggregate amount of 41,819 shares of Series A Preferred Stock to the holders of
the Series A Preferred Stock; and, on December 31, 2021, the Company paid a
dividend in kind in the aggregate amount of 14,325 shares of Series A Preferred
Stock to the holders of the Series A Preferred Stock as of December 15, 2021.
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 March 23, 2022, 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 14,521 shares of Series A Preferred Stock in the aggregate, plus
$980.00 in cash in the aggregate in lieu of fractional shares. The Company
expects to pay the Dividend on March 31, 2022.
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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