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): September 18, 2017
Belden Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware | 001-12561 | 36-3601505 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1 North Brentwood Boulevard, 15th Floor
St. Louis, Missouri 63105
(Address of Principal Executive Offices, including Zip Code)
(314) 854-8000
(Registrant’s telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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)) |
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. ☐
TABLE OF CONTENTS
| Item 7.01. |
Regulation FD Disclosure. |
|||||
| SIGNATURES |
||||||
| Item 7.01. | Regulation FD Disclosure. |
On September 18, 2017, Belden Inc. (“Belden”) announced the results of its cash tender offer to purchase up to €300 million (the “Maximum Amount”) of its outstanding 5.5% senior subordinated notes due 2023 (the “2023 Notes”) at a price of 105.800% of their face amount, plus accrued and unpaid interest to the settlement date for the tender offer. As of the expiration of the tender offer, Belden had received tenders of 2023 Notes in excess of the Maximum Amount, and as a result, Belden will accept 2023 Notes for repurchase on a prorated basis such that the Maximum Amount of 2023 Notes will be accepted for repurchase. The tender offer is expected to settle on September 19, 2017. Belden will fund the consideration for the tender offer with the net proceeds of its previously announced offering of senior subordinated notes due 2025, which is expected to close on September 19, 2017, subject to customary closing conditions, and cash on hand.
The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that Section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Belden, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
SIGNATURES
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.
Date: September 18, 2017
| BELDEN INC. | ||
| By: | /s/ Brian E. Anderson | |
| Brian E. Anderson | ||
| Senior Vice President-Legal, General Counsel and Corporate Secretary | ||