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; during 2021, the Company paid dividends in kind in
the aggregate amount of 14,325 shares of Series A Preferred Stock to the holders
of the Series A Preferred Stock; and, on March 31, 2022, the Company paid a
dividend in kind in the aggregate amount of 14,521 shares of Series A Preferred
Stock to the holders of the Series A Preferred Stock as of March 15, 2022. 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 June 28, 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
14,721 shares of Series A Preferred Stock in the aggregate, plus $643.75 in cash
in the aggregate in lieu of fractional shares. The Company expects to pay the
Dividend on June 30, 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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COMMSCOPE HOLDING COMPANY, INC. 
