ST. LOUIS--Belden Inc. (NYSE: BDC), a global leader in signal transmission solutions for mission critical applications, today announced the commencement of an underwritten public offering of 4,500,000 depositary shares, each of which represents a 1/100th interest in a share of its Series B Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”). The underwriters of the offering have an option to buy up to 675,000 additional depositary shares to cover over-allotments.
Belden intends to use the net proceeds from this offering for general corporate purposes, which may include but are not limited to investments in or extensions of credit to its subsidiaries or the financing of possible acquisitions, capital expenditures or business expansion.
J.P. Morgan Securities LLC, Guggenheim Securities, LLC, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are acting as joint book-running managers of the offering.
Holders of the depositary shares will be entitled to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of a deposit agreement with the depositary. Unless earlier converted, each share of Mandatory Convertible Preferred Stock will automatically convert on or around July 15, 2019 into a variable number of shares of Belden’s common stock. The conversion rates, dividend rate and other terms of the Mandatory Convertible Preferred Stock will be determined at the time of pricing of the offering of the depositary shares.
This offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”). The offering will be made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, via telephone at (866) 803-9204, or by emailing email@example.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Ave, 8th Floor, New York, NY 10017, via telephone at (212) 518-9658 or by emailing GSEquityProspectusDelivery@guggenheimpartners.com; Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, via telephone at (800) 503-4611 or by emailing firstname.lastname@example.org; or Goldman, Sachs & Co. at 200 West Street, New York, NY 10282, Attention: Prospectus Department, via telephone at (866) 471-2526, or by emailing email@example.com. These documents will also be filed with the SEC and will be available at the SEC’s website at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
St. Louis−based Belden Inc. delivers a comprehensive product portfolio designed to meet the mission-critical network infrastructure needs of industrial, enterprise and broadcast markets. With innovative solutions targeted at reliable and secure transmission of rapidly growing amounts of data, audio and video needed for today’s applications, Belden is at the center of the global transformation to a connected world. Founded in 1902, the company is headquartered in St. Louis and has manufacturing capabilities in North and South America, Europe and Asia.
This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the SEC. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports filed with the SEC, including Belden’s Annual Report on Form 10-K for the year ended December 31, 2015 and its Quarterly Report on Form 10-Q for the quarter ended April 3, 2016. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically under the heading “Risk Factors.” Although the content of this release represents Belden’s best judgment as of the date of this report based on information currently available and reasonable assumptions, Belden gives no assurances that the expectations will prove to be accurate. Deviations from the expectations may be material. For these reasons, Belden cautions readers to not place undue reliance on these forward-looking statements, which speak only as of the date made. Belden disclaims any duty to update any forward looking statements as a result of new information, future developments, or otherwise, except as required by law.