COMM CommScope Holding Company Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2025

COMMSCOPE HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36146		27-4332098
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3642 E. US Highway 70

Claremont, North Carolina 28610

(Address of principal executive offices)

Registrant’s telephone number, including area code: (828) 459-5000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	COMM	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 31, 2025, (the “Closing Date”), CommScope Holding Company, Inc. (the “Company” or “CommScope”) completed the previously announced sale of its Outdoor Wireless Networks business segment (the “OWN Business”) as well as the Distributed Antenna Systems business unit of its Networking, Intelligent Cellular & Security Solutions segment (the “DAS Business”) to Amphenol Corporation (“Amphenol”) pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of July 18, 2024. Pursuant to the Purchase Agreement, Amphenol acquired the OWN Business and the DAS Business on a cash-free, debt-free basis, in exchange for approximately $2.1 billion in cash, subject to certain adjustments.

The proceeds from the sale of the OWN Business and the DAS Business will be used to pay fees and expenses associated with the transactions and to repay all outstanding amounts under the Company’s asset-backed revolving credit facility, to repay in part the Company’s 4.750% Senior Secured Notes due 2029 and to repay in full the Company’s 6.000% Senior Secured Notes due 2026 (collectively, the “Debt Repayment”). In connection with the repayment of all outstanding amounts under the Company's asset-backed revolving credit facility, the committed amount thereunder will be reduced to $750.0 million, subject to borrowing base limitations. Following the consummation of the Debt Repayment, we expect that the conditions precedent will be met for a 25 basis point reduction in the applicable margin on the Company’s Senior Secured Term Loan.

A description of the Purchase Agreement was set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2024 (the “Prior 8-K”), but such description does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was attached as Exhibit 2.1 to the Prior 8-K.

Item 9.01. Financial Statements and Exhibits.

(b) Unaudited Pro Forma Condensed Consolidated Financial Information

The following unaudited pro forma condensed consolidated financial statements of CommScope reflecting the disposition of the OWN Business and the DAS Business pursuant to the Purchase Agreement, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference:

(d) Exhibits

The following exhibits are hereby filed as part of this Current Report on Form 8-K.

Exhibit. Description.

99.1 CommScope Holding Company , Inc. Unaudited Pro Forma Condensed Consolidated Financial Information

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CommScope Holding Company, Inc.
Date: February 5, 2025
	By:	/s/ Kyle D. Lorentzen
	Name:	Kyle D. Lorentzen
	Title:	Executive Vice President and Chief Financial Officer

 

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On January 31, 2025, (the “Closing Date”), CommScope Holding Company, Inc. (“CommScope”, the “Company”) completed the sale of its Outdoor Wireless Networks (“OWN”) segment and Distributed Antenna Systems (“DAS”) business unit of its Networking, Intelligent Cellular & Security Solutions segment (collectively, the “Business”) (the “Disposal”), to Amphenol Corporation (“Amphenol”, the “Buyer”). The OWN segment provides wireless infrastructure for mobile networks, including macro and small cell site solutions. The DAS business unit provides solutions for cellular infrastructure inside venues, campuses and enterprises. Pursuant to the Purchase Agreement, CommScope sold the Business to Amphenol in exchange for $2.1 billion in cash, on a cash-free, debt-free basis.

The following unaudited pro forma condensed consolidated financial statements were derived from the historical consolidated financial statements of CommScope, which were prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial statements were prepared for illustrative and informational purposes only and are not intended to represent what CommScope’s results of operations or financial position would have been had the Disposal occurred on the dates indicated. The unaudited pro forma condensed consolidated financial statements should not be considered indicative of CommScope’s future results of operations or financial position. The actual financial position and results of operations may differ significantly from the unaudited pro forma condensed consolidated financial statements presented herein due to a variety of factors.

The unaudited pro forma condensed consolidated financial statements as of and for the nine months ended September 30, 2024, have been derived from the historical unaudited condensed consolidated financial statements of CommScope, included in CommScope’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission (“SEC”) on November 7, 2024. The unaudited pro forma condensed consolidated financial statements for the years ended December 31, 2023, 2022, and 2021 have been derived from the historical audited consolidated financial statements of CommScope, included in CommScope’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024. The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read in conjunction with CommScope’s historical consolidated financial statements and accompanying notes.

The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024, and for the years ended December 31, 2023, 2022 and 2021 reflect pro forma results of CommScope’s operations as if the Disposal had occurred on January 1, 2021. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2024, gives effect to the Disposal as if it had occurred on that date. The adjustments in the “Other Separation Adjustments” column in the unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet give effect to the Other Separation Adjustments as if they occurred as of January 1, 2023, and September 30, 2024, respectively.

In the third quarter of 2024, the Disposal met the criteria under ASC 205-20, Presentation of Financial Statements, for discontinued operations, and the Company started presenting the Disposal as a discontinued operation in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024. The Company believes that the adjustments included within the “Discontinued Operations of the Business” column of the unaudited pro forma condensed consolidated financial statements are consistent with the guidance for discontinued operations under GAAP. CommScope’s current estimates on a discontinued operations basis are subject to change as the Company finalizes discontinued operations accounting to be reported in its Annual Report on Form 10-K for the year ended December 31, 2024.

Article 11 of Regulation S-X requires that pro forma financial information include the following pro forma adjustments to the historical financial statements of the registrant as follows:

In addition, Regulation S-X permits registrants to reflect adjustments that depict synergies or dis-synergies of the acquisitions and dispositions for which pro forma effect is being given in the disclosures as management adjustments.

The following unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet reflect the following transactions in conjunction with the Disposal:

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The unaudited pro forma condensed consolidated financial statements do not contain any autonomous entity adjustments or potential synergies or dis-synergies that may occur in connection with the Disposal.

 

 

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CommScope Holding Company, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2024

(In millions, except share amounts)

 

				Pro Forma Transaction Accounting Adjustments
	Historical CommScope			Discontinued Operations of the Business (a)			Other Separation Adjustments			Notes		Pro Forma
Assets
Cash and cash equivalents	$	392.1		$	-		$	303.5		(c)		$	695.6
Accounts receivable, net		664.8			-			-					664.8
Inventories, net		843.5			-			-					843.5
Prepaid expenses and other current assets		178.0			-			-					178.0
Current assets held for sale		1,345.5			(1,345.5)			-					-
Total current assets	$	3,423.9		$	(1,345.5)		$	303.5				$	2,381.9
Property, plant and equipment, net		365.0			-			-					365.0
Goodwill		2,906.9			-			-					2,906.9
Other intangible assets, net		1,276.2			-			-					1,276.2
Deferred income taxes		553.6			-			-					553.6
Other noncurrent assets		285.1			-			-					285.1
Total assets	$	8,810.7		$	(1,345.5)		$	303.5				$	7,768.7
Liabilities and Stockholders’ Deficit
Accounts payable	$	381.7		$	-		$	-					381.7
Accrued and other liabilities		527.0			-			7.4		(d)(g)			534.4
Current portion of long term debt		1,306.6			-			-					1,306.6
Current liabilities held for sale		235.4			(235.4)			-					-
Total current liabilities	$	2,450.7		$	(235.4)		$	7.4				$	2,222.7
Long-term debt		7,966.4			-			(1,791.9)		(g)			6,174.5
Deferred income taxes		101.0			-			-					101.0
Other noncurrent liabilities		404.4			-			-					404.4
Total liabilities	$	10,922.5		$	(235.4)		$	(1,784.5)				$	8,902.6
Commitments and contingencies
Series A convertible preferred stock, $0.01 par value		1,210.7			-			-					1,210.7
Stockholders' deficit:
Preferred stock, $0.01 par value: Authorized shares: 200,000,000; Issued and outstanding shares: 1,210,682 shares Series A convertible preferred stock		-			-			-					-
Common stock, $0.01 par value: Authorized shares: 1,300,000,000; Issued and outstanding shares: 215,857,513 shares		2.3			-			-					2.3
Additional paid-in capital		2,522.9			-			-					2,522.9
Accumulated deficit		(5,300.9)			(1,110.1)			2,088.0		(f)			(4,323.0)
Accumulated other comprehensive loss		(243.2)			-			-					(243.2)
Treasury stock, at cost: 15,636,515 shares		(303.6)			-			-					(303.6)
Total stockholders' deficit		(3,322.5)			(1,110.1)			2,088.0					(2,344.6)
Total liabilities and stockholders' deficit	$	8,810.7		$	(1,345.5)		$	303.5				$	7,768.7

See notes to unaudited pro forma condensed consolidated financial statements

 

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CommScope Holding Company, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the nine months ended September 30, 2024

(In millions, except per share amounts)

 

				Pro Forma Transaction Accounting Adjustments
	Historical CommScope			Other Separation Adjustments			Notes		Pro Forma
Net sales	$	3,036.7		$	-				$	3,036.7
Cost of sales		1,909.9			-					1,909.9
Gross profit		1,126.8			-					1,126.8
Transition service agreement income, net		22.4			3.1		(e)			25.5
Operating expenses:
Selling, general and administrative		565.5			-					565.5
Research and development		235.2			-					235.2
Amortization of purchased intangible assets		181.4			-					181.4
Restructuring costs, net		30.6			-					30.6
Asset impairments		-			-					-
Total operating expenses		1,012.7			-					1,012.7
Operating income		136.5			3.1					139.6
Other income, net		1.7			-					1.7
Interest expense		(503.2)			78.2		(g)			(425.0)
Interest income		8.3			-					8.3
Loss from continuing operations before income taxes		(356.7)			81.3					(275.4)
Income tax expense		(41.2)			(19.9)		(i)			(61.1)
Loss from continuing operations		(397.9)			61.4					(336.5)
Series A convertible preferred stock dividends		(48.6)			-					(48.6)
Net loss from continuing operations attributable to common stockholders	$	(446.5)		$	61.4				$	(385.1)
Loss per share from continuing operations:
Basic	$	(2.09)							$	(1.80)
Diluted	$	(2.09)							$	(1.80)
Weighted average shares outstanding:
Basic		213.9								213.9
Diluted		213.9								213.9

See notes to unaudited pro forma condensed consolidated financial statements

 

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CommScope Holding Company, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2023

(In millions, except per share amounts)

 

				Pro Forma Transaction Accounting Adjustments
	Historical CommScope			Discontinued Operations of the Business (b)			Notes		Other Separation Adjustments			Notes		Pro Forma
Net sales	$	5,789.2		$	(1,224.0)				$	-				$	4,565.2
Cost of sales		3,640.9			(742.3)					-					2,898.6
Gross profit		2,148.3			(481.7)					-					1,666.6
Transition service agreement income, net		-			-					35.0		(e)			35.0
Operating expenses:
Selling, general and administrative		873.3			(90.3)					-					783.0
Research and development		459.7			(76.6)					-					383.1
Amortization of purchased intangible assets		327.1			(26.1)					-					301.0
Restructuring costs, net		29.7			(4.4)					-					25.3
Asset impairments		571.4			-					-					571.4
Total operating expenses		2,261.2			(197.4)					-					2,063.8
Operating loss		(112.9)			(284.3)					35.0					(362.2)
Other income, net		59.7			6.4					-					66.1
Interest expense		(675.8)			-					97.1		(g)			(578.7)
Interest income		11.1			-					-					11.1
Loss from continuing operations before income taxes		(717.9)			(277.9)					132.1					(863.7)
Income tax expense		(133.4)			65.9		(h)			(32.4)		(i)			(99.9)
Loss from continuing operations		(851.3)			(212.0)					99.7					(963.6)
Series A convertible preferred stock dividends		(61.8)			-					-					(61.8)
Net loss from continuing operations attributable to common stockholders	$	(913.1)		$	(212.0)				$	99.7				$	(1,025.4)
Loss per share from continuing operations
Basic	$	(4.33)												$	(4.86)
Diluted	$	(4.33)												$	(4.86)
Weighted average shares outstanding
Basic		210.9													210.9
Diluted		210.9													210.9

See notes to unaudited pro forma condensed consolidated financial statements

 

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CommScope Holding Company, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2022

(In millions, except per share amounts)

 

				Pro Forma Transaction Accounting Adjustments
	Historical CommScope			Discontinued Operations of the Business (b)			Notes		Pro Forma
Net sales	$	7,524.7		$	(1,735.8)				$	5,788.9
Cost of sales		4,930.7			(1,127.4)					3,803.3
Gross profit		2,594.0			(608.4)					1,985.6
Operating expenses:
Selling, general and administrative		1,040.9			(133.1)					907.8
Research and development		543.6			(92.0)					451.6
Amortization of purchased intangible assets		440.0			(39.9)					400.1
Restructuring costs, net		63.0			(21.1)					41.9
Asset impairments		1,119.6			-					1,119.6
Total operating expenses		3,207.1			(286.1)					2,921.0
Operating loss		(613.1)			(322.3)					(935.4)
Other expense, net		(0.5)			0.6					0.1
Interest expense		(588.9)			-					(588.9)
Interest income		2.8			-					2.8
Loss from continuing operations before income taxes		(1,199.7)			(321.7)					(1,521.4)
Income tax benefit		15.0			76.3		(h)			91.3
Loss from continuing operations		(1,184.7)			(245.4)					(1,430.1)
Series A convertible preferred stock dividends		(59.0)			-					(59.0)
Net loss from continuing operations attributable to common stockholders	$	(1,243.7)		$	(245.4)				$	(1,489.1)
Loss per share from continuing operations
Basic	$	(6.00)							$	(7.18)
Diluted	$	(6.00)							$	(7.18)
Weighted average shares outstanding
Basic		207.4								207.4
Diluted		207.4								207.4

See notes to unaudited pro forma condensed consolidated financial statements

 

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CommScope Holding Company, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2021

(In millions, except per share amounts)

 

				Pro Forma Transaction Accounting Adjustments
	Historical CommScope			Discontinued Operations of the Business (b)			Notes		Pro Forma
Net sales	$	6,737.4		$	(1,680.2)				$	5,057.2
Cost of sales		4,297.8			(1,087.2)					3,210.6
Gross profit		2,439.6			(593.0)					1,846.6
Operating expenses:					-
Selling, general and administrative		1,082.9			(122.2)					960.7
Research and development		565.0			(98.3)					466.7
Amortization of purchased intangible assets		510.0			(53.1)					456.9
Restructuring costs, net		85.1			(0.7)					84.4
Asset impairments		-			-					-
Total operating expenses		2,243.0			(274.3)					1,968.7
Operating loss		196.6			(318.7)					(122.1)
Other expense, net		(26.5)			(2.3)					(28.8)
Interest expense		(561.2)			-					(561.2)
Interest income		1.9			-					1.9
Loss from continuing operations before income taxes		(389.2)			(321.0)					(710.2)
Income tax benefit		39.2			80.0		(h)			119.2
Loss from continuing operations		(350.0)			(241.0)					(591.0)
Series A convertible preferred stock dividends		(57.3)			-					(57.3)
Net loss from continuing operations attributable to common stockholders	$	(407.3)		$	(241.0)				$	(648.3)
Loss per share from continuing operations
Basic	$	(2.00)							$	(3.18)
Diluted	$	(2.00)							$	(3.18)
Weighted average shares outstanding
Basic		203.6								203.6
Diluted		203.6								203.6

See notes to unaudited pro forma condensed consolidated financial statements

 

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CommScope Holding Company, Inc.

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

 

The historical financial information as of and for the nine months ended September 30, 2024, has been derived from and should be read in conjunction with the historical unaudited condensed consolidated financial statements of CommScope, included in CommScope’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, and the assumptions outlined in Note 2 below. The historical financial information for the years ended December 31, 2023, 2022, and 2021 has been derived from and should be read in conjunction with the historical audited consolidated financial statements of CommScope, included in CommScope’s Annual Report on Form 10-K for the years ended December 31, 2023, 2022, and 2021 and the assumptions outlined in Note 2 below.

The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements:

	Amount
Cash consideration received for sale of the Business	$	2,111.2
Partial repayment of 4.750% Senior Secured Notes due 2029		(299.0)
Full repayment of 6.000% Senior Secured Notes due 2026		(1,500.0)
Accrued interest as of September 30, 2024		(8.7)
Pro forma adjustment to cash and cash equivalents	$	303.5

CommScope also used cash proceeds from the sale of the Business to repay $250.0 outstanding under the Company’s asset-based revolving credit facility. This is not reflected in these pro forma adjustments as CommScope drew upon this facility subsequent to September 30, 2024, which is the date of the unaudited pro forma condensed consolidated balance sheet included herein.

	Amount
Cash consideration received for sale of the Business	$	2,111.2
Estimated unaccrued one-time transaction costs		(16.1)
Write-off of unamortized debt issuance costs related to Debt Repayment		(7.1)
Pro forma adjustment to accumulated deficit	$	2,088.0

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	Amount
Partial repayment of 4.750% Senior Secured Notes due 2029	$	(299.0)
Full repayment of 6.000% Senior Secured Notes due 2026		(1,500.0)
Write-off of unamortized debt issuance costs		7.1
Pro forma adjustment to long-term debt	$	(1,791.9)

Additionally, cash proceeds were used to pay $8.7 of accrued interest, which is reflected as a reduction of accrued and other liabilities in the unaudited pro forma condensed consolidated balance sheet.

The adjustment to interest expense in the unaudited proforma condensed consolidated statements of operations for the nine months ended September 30, 2024 and year ended December 31, 2023 reflects the following:

	Nine Months ended September 30, 2024			Year ended December 31, 2023
Reduced interest expense in connection with the Debt Repayment	$	78.2		$	104.2
Write-off of unamortized debt issuance costs		-			(7.1)
Pro forma adjustment to interest expense	$	78.2		$	97.1

 

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v3.25.0.1

Document and Entity Information	Jan. 31, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2025
Entity Registrant Name	COMMSCOPE HOLDING COMPANY, INC.
Entity Incorporation, State or Country Code	DE
Entity Central Index Key	0001517228
Entity File Number	001-36146
Entity Tax Identification Number	27-4332098
Entity Address, Address Line One	3642 E.
Entity Address, Address Line Two	US Highway 70
Entity Address, City or Town	Claremont
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28610
City Area Code	828
Local Phone Number	459-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	COMM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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