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Belden Inc (IRSH)

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Monday 11 September, 2017

Belden Inc

Commencement of Tender Offer - 5.5% Notes due 2023

RNS Number : 3359Q
Belden Inc
11 September 2017
 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANAS ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON. (SEE "TENDER OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)


This announcement contains important information which should be read carefully before any decision is made with respect to the Tender Offer (as defined below) and must be read in conjunction with the Tender Offer Memorandum (as defined below). Any holder (each a "Noteholder") of Notes (as defined below) who is in doubt as to what action to take should contact an independent professional adviser for advice on the merits of the Tender Offer including, without limitation, the tax consequences thereof. This announcement is being made by Belden Inc., having its registered office at 229 South State Street, Dover, Delaware 19901, United States of America.

Belden Inc. - commencement of a tender offer for its outstanding 5.5% senior subordinated notes due 2023 held pursuant to Regulation S bearing ISIN: XS0903269370 and Common Code: 090326937

St. Louis, Missouri, USA. 11 September 2017. Belden Inc. (NYSE: BDC) (the "Offeror") announced today that it has commenced a cash tender offer (the "Tender Offer") to repurchase for cash up to €300,000,000 aggregate principal amount (the "Maximum Acceptance Amount") of its outstanding 5.5% Senior Subordinated Notes due 2023 held pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act")(such notes, the "Notes").

Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the indenture governing the 2023 Notes dated 21 March 2013, among the Offeror, the guarantors named therein, Deutsche Trustee Company Limited, as trustee (the "Trustee"), Deutsche Bank AG, London Branch, as principal paying agent, and Deutsche Bank Luxembourg S.A., as transfer agent and registrar (as amended and supplemented, the "Indenture"), or in the Tender Offer Memorandum dated 11 September 2017 (the "Tender Offer Memorandum"). The Tender Offer will be made solely by, and subject to terms and conditions set forth in, the Tender Offer Memorandum, copies of which are available to holders directly from the Information and Tender Agent, subject to the offer and distribution restrictions set out in the Tender Offer Memorandum.

Holders of relevant Notes that submit a valid Electronic Instruction (as defined in the Tender Offer Memorandum) on or before 4:00 p.m., London time, on 15 September 2017 (such time and date, as the same may be extended, the "Expiration Date") and whose Notes are accepted for purchase will receive the Purchase Price (as set forth below), plus accrued and unpaid interest ("Accrued Interest") up to, but not including, the Payment Date (as defined below). No tenders will be valid if received by the Information and Tender Agent after the Expiration Date.

Description of the

Notes

Outstanding Principal Amount

ISIN/Common Code

Purchase

Price

Maximum Acceptance Amount

5.5% Senior Subordinated

Notes due 2023

€500,000,000(1)

Regulation S Notes:

XS0903269370

/090326937

105.800%

€300,000,000

_____________

(1)   Outstanding principal amount includes both the Notes held pursuant to Regulation S under the Securities Act that are subject to the Tender Offer and the Offeror's 5.5% Senior Subordinated Notes due 2023 held pursuant to Rule 144A of the U.S. Securities Act and bearing ISIN: XS0903272242 or Common Code: 090327224 (the "Rule 144A Notes" and together with the Notes, the "2023 Notes"), which are not subject to the Tender Offer.  The Notes subject to the Tender Offer were issued in an original aggregate principal amount of €468,775,000, consisting of €277,450,000 aggregate principal amount issued on 21 March 2013 and €191,325,000 aggregate principal amount issued on 25 November 2014. The aggregate principal amount of the Notes held pursuant to Regulation S under the Securities Act may have changed since original issuance. For the avoidance of doubt, the Tender Offer does not extend to the Rule 144A Notes and no Rule 144A Notes shall be accepted for purchase pursuant to the Tender Offer.

The Offeror is commencing the Tender Offer as part of a refinancing transaction (the "Refinancing") pursuant to which the Offeror expects to issue, on or prior to the Payment Date, (the "New Notes Issuance") new senior subordinated notes (the "New Notes"), on terms and conditions satisfactory to the Offeror (the "Financing Condition"). The Tender Offer is conditioned, among other conditions (the "General Conditions"), on the Financing Condition (the Financing Condition and the General Conditions referred to collectively as the "Conditions") as described in the Tender Offer Memorandum. The Financing Condition is the issuance by the Offeror of the New Notes, on terms and conditions satisfactory to the Offeror, with an aggregate principal amount at least equal to €300,000,000. The purpose of the Tender Offer is to acquire up to the Maximum Acceptance Amount of the outstanding Notes. Notes repurchased by the Offeror pursuant to the Tender Offer will be cancelled and will not be re-issued or re-sold. The proceeds of the New Notes will be used, together with cash on hand, to purchase Notes pursuant to the Tender Offer and, if required, fund the Post-Closing Redemption (as defined below). There can be no assurance that the Offeror will be able to complete the New Notes Issuance and satisfy the Conditions.

If the aggregate principal amount of Notes validly tendered as of the Expiration Date exceeds the Maximum Acceptance Amount, the Offeror will purchase such Notes on a pro rata basis (as further described in the Tender Offer Memorandum) such that the aggregate principal amount of such Notes accepted for purchase is not greater than the Maximum Acceptance Amount and no Post-Closing Redemption shall be made.  The Offeror reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Acceptance Amount.

Subject to applicable law, the Offeror reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer.

To the extent the Financing Condition, amongst other conditions, is satisfied, the Offeror intends to redeem a quantity of 2023 Notes, which when combined with the Notes validly tendered and accepted for purchase pursuant to the Tender Offer, will be sufficient to cancel an amount of 2023 Notes equal to the Maximum Acceptance Amount (the "Redemption Amount"). Such redemption shall be conducted in accordance with the terms of the Indenture governing the 2023 Notes, on or after the 30th day (the "Redemption Date") following the issuance of a redemption notice (such notice, the "Redemption Notice") on or about the Payment Date (the "Post-Closing Redemption"). The Tender Offer is not conditioned upon any minimum amount of the Notes being tendered.

The Offeror will only accept tenders with respect to the Notes from a Noteholder or a beneficial owner of the Notes (or any person acting as agent, custodian, fiduciary or other intermediary capacity for a Noteholder or beneficial owner) who is not a U.S. person (as such term is defined pursuant to Regulation S under the Securities Act) and who is outside the United States. For the avoidance of doubt, the Tender Offer does not extend to the Rule 144A Notes and no Rule 144A Notes shall be accepted for purchase pursuant to the Tender Offer.

Any Notes validly tendered and accepted for purchase pursuant to the Tender Offer and any Notes redeemed pursuant to the Post-Closing Redemption will be cancelled.

Date

Calendar Date and

Time

Event

Commencement

Date

11 September 2017

Commencement of the Tender Offer upon the terms and subject to the conditions set forth in the Tender Offer Memorandum.

Expiration Date

4:00 p.m., London time,

on 15 September 2017

Deadline for Notes to be validly tendered and the corresponding Electronic Instruction (as defined in the Tender Offer Memorandum) to be received by the Information and Tender Agent. The Tender Offer expires unless earlier extended or terminated. The Offeror may, in its sole discretion, extend or terminate the Tender Offer, subject to applicable law.

Announcement of Results

At or around 10:00 a.m.,

London time, on

18 September 2017

As soon as practicable on or after the Expiration Date, the Offeror will announce the results of the Tender Offer and the aggregate principal amount of Notes that remain outstanding.

Payment Date

 

 

 

Redemption Date

Expected to be

19 September 2017

 

 

Expected to be

19 October 2017, if applicable

Subject to satisfaction or waiver of the Conditions, the Offeror pays the Purchase Price (plus Accrued Interest) for any Notes validly tendered and accepted for purchase.

The Offeror will redeem the Redemption Amount, in accordance with the terms of the "optional redemption" provisions in the Indenture.

The above dates and times are subject, where applicable, to the right of the Offeror, in its sole discretion, to extend, re-open, amend and/or terminate the Tender Offer, subject to applicable laws and as provided in the Tender Offer Memorandum.

Participating in the Tender Offer

Notes may only be tendered in minimum denominations of 100,000 and integral multiples of 1,000 thereafter. Each tender submitted by a holder pursuant to the Tender Offer is irrevocable, except in the limited circumstances as described in the Tender Offer Memorandum.

A holder or beneficial owner wishing to participate in the Tender Offer must tender its Notes in accordance with the customary procedures of Euroclear or Clearstream, as the case may be. Any individual or company whose Notes (as defined below) are held by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity and instruct such entity, as the holder of such Notes, to tender their Notes in accordance with the customary procedures of Euroclear Bank S.A/N.V. or Clearstream Banking, societé anonyme, as applicable. Holders and beneficial owners should check with the bank, securities broker or any other intermediary through which they hold their Notes whether such intermediary will apply different deadlines for participation to those set out in the Tender Offer Memorandum and, if so, they should follow those deadlines.

For further information:

Deutsche Bank AG, London Branch is acting as Dealer Manager; D.F. King Ltd. is acting as the Information and Tender Agent. Their contact details can be found below.

A complete description of the terms and conditions of the Tender Offer are set out in the Tender Offer Memorandum. Further details on the transaction can be obtained as set forth below.

Requests for information in relation to the Tender Offer should be directed to:

The Dealer Manager:

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom

Attention: Liability Management Group
Tel: +44 (0) 20754 58011

Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an Electronic Instruction and for copies of the Tender Offer Memorandum should be directed to:

The Information and Tender Agent:

D.F. King Ltd.

Email: [email protected]

Offer Website: https://sites.dfkingltd.com/belden

In London:

125 Wood Street

London EC2V 7AN

United Kingdom

By telephone: +44 20 7920 9700

In Hong Kong

Suite 1601, 16/F, Central Tower

28 Queen's Road Central

Hong Kong

Telephone: +852 3953 7230

LEGAL NOTICES

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this announcement constitute "forward-looking statements" within the meaning of applicable securities laws. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those projected in the forward-looking statements. These factors include: general economic and business conditions; changes in technology; timing or delay in signing, commencement, implementation and performance of programmes, or the delivery of products or services under them; structural change in the satellite industry; relationships with customers; competition; and ability to attract personnel. You are cautioned not to rely on these forward-looking statements, which speak only as of the date of this announcement. We undertake no obligation to update or revise any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances.

Tender Offer and Distribution Restrictions

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum come are required by the Offeror, the Dealer Manager and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the Securities Act. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each person participating in the Tender Offer will represent that it or any beneficial owner of the Notes or any person on whose behalf such person is acting is not a U.S. person (as defined under the Securities Act) or a resident and/or located in the United States and will not be resident and/or located in the United States at the time of the submission of its tender(s) pursuant to the Tender Offer. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer has been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999. Noteholders or beneficial owners of the Notes may tender their Notes in the Tender Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Spain

Neither this announcement nor the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted for approval of or recognition by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) as the Tender Offer is not subject to such approval or recognition given that it is not being made in the Kingdom of Spain by way of a public offering, as such term is defined and construed in Chapter I of Title III of the Spanish Securities Market Act (Ley 24/1988, de 28 de julio, del Mercado de Valores), as amended by Royal Decree Law 5/2005, of 11 March, and related legislation.

France

The Tender Offer is not being made, directly or indirectly, to the public in France. Neither this announcement, nor the Tender Offer Memorandum nor any other documents or offering materials relating to the Tender Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d 'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifies), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monetaire et financier, are eligible to participate in the Tender Offer. The Tender Offer Memorandum has not been submitted to the clearance procedures (visa) of the Autorite des marches financiers.

Switzerland

Neither this announcement, nor the Tender Offer Memorandum nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Tender Offer. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Tender Offer.

Luxembourg

The terms and conditions relating to this announcement and the Tender Offer have not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg ("Luxembourg"). Accordingly, the Tender Offer may not be made to the public in Luxembourg, directly or indirectly, and none of this announcement nor the Tender Offer Memorandum or any other prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of 10 July 2005 on prospectuses for securities.

The Netherlands

The Tender Offer is not being made, directly or indirectly, to the public in The Netherlands. Neither this announcement nor the Tender Offer Memorandum nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in The Netherlands and only legal entities which are qualified investors (as defined in the Prospectus Directive and which includes authorized discretionary asset managers acting for the account of retail investors under a discretionary investment management contract) in the Netherlands are eligible to participate in the Tender Offer.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Ireland

This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer must not be distributed, and no tender, offer, sale, repurchase or replacement of any Notes or securities under or in connection with such Tender Offer may be effected, except in conformity with the provision of Irish laws and regulations including (i) the Companies Acts 1963 to 2012 of Ireland, (ii) the Prospectus (Directive 2003/71 EC) Regulations 2012 of Ireland, (iii) The European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) of Ireland and (iv) the Markets Abuse (Directive 2003/6/EC) Regulations of Ireland (as amended).

This announcement, the Tender Offer Memorandum and any documents or materials relating to the Tender Offer must not be distributed other than in conforming with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos 1 to 3) of Ireland (as amended) and the Market Abuse (Directive) 2003/6/EU Regulations 2005 of Ireland (as amended), any rules, codes of conduct or code of practice issued thereunder, and any rules issued under Section 34 of the Investments, Funds, Companies & Miscellaneous Provisions Act 2005 of Ireland by the Central Bank of Ireland.

General

This announcement, the Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate (as the case may be) on behalf of the Offeror in such jurisdictions.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Tendering Notes" of the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Tender Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Manager and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender of Notes shall not be accepted.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Tender Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender its Notes in the Tender Offer. None of the Offeror, the Information and Tender Agent, the Dealer Manager or the Trustee makes any recommendation whether a holder of Notes should tender such Notes in the Tender Offer.

Any deadlines set by any intermediary or clearing system may be earlier than the deadlines specified in the Tender Offer Memorandum.

 

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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