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 2, 2019

 

 

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.)

1100 CommScope Place, SE

Hickory, North Carolina 28602

(Address of principal executive offices)

Registrant’s telephone number, including area code: (828) 324-2200

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:

 

☐

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.  ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

As previously disclosed on November 8, 2018, CommScope Holding Company, Inc. (“ CommScope ”) and ARRIS International plc, a public limited company organized under the laws of England and Wales (the “ Company ” or “ ARRIS ”), entered into a bid conduct agreement (the “ Bid Conduct Agreement ”), pursuant to which CommScope has agreed to acquire all of the issued and to be issued ordinary shares, £0.01 nominal value per share, of ARRIS for $31.75 per Ordinary Share pursuant to a court-sanctioned scheme of arrangement (the “ Transaction ”).

On January 2, 2019, CommScope and ARRIS entered into an amendment to the Bid Conduct Agreement (the “ Amendment ”), which provides that ARRIS restricted stock units that are issued to ARRIS employees after the date of the Bid Conduct Agreement and which remain outstanding as of immediately prior to the closing of the Transaction will be converted into CommScope restricted stock units at the closing of the Transaction in accordance with the Bid Conduct Agreement. However, CommScope retains the right to consent to any such issuance and retains the discretion to accelerate any restricted stock units so issued.

The foregoing description of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full text of the Amendment, which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit.

  

Description.

2.1    First Amendment to Bid Conduct Agreement, dated as of January 2, 2019, between ARRIS International plc and CommScope Holding Company, Inc.

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.

 

Dated: January 3, 2019     COMMSCOPE HOLDING COMPANY, INC.
    By:   /s/ Frank B. Wyatt, II
      Name:   Frank B. Wyatt, II
      Title:  

Senior Vice President,

General Counsel and Secretary

Exhibit 2.1

FIRST AMENDMENT TO

BID CONDUCT AGREEMENT

THIS FIRST AMENDMENT (this “ Amendment ”) TO BID CONDUCT AGREEMENT is made and entered into as of this 2nd day of January, 2019, by and between CommScope Holding Company, Inc., a Delaware corporation (“ Buyer ”), and ARRIS International plc, a company incorporated in England and Wales (the “ Company ”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Bid Conduct Agreement (as defined below).

WHEREAS , Buyer and the Company are parties to that certain Bid Conduct Agreement dated as of November 8, 2018 (the “ Bid Conduct Agreement ”); and

WHEREAS, Buyer and the Company now wish to amend and modify the Bid Conduct Agreement with respect to the treatment of Company RSUs issued to employees of the Company or its Subsidiaries after the date of the Bid Conduct Agreement;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements set forth herein, and for other consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as described below and amend the Bid Conduct Agreement as follows:

1.     New Company RSUs . Section 4.3(a) of the Bid Conduct Agreement is hereby amended by adding a new clause (vi) to read as follows:

(vi)    For purposes hereof, “ New Company RSU ” means each Company RSU that is issued to an employee of the Company or any Subsidiary after the date of this Agreement and approved in writing by Buyer in accordance with Section 6.1 hereof. Notwithstanding any other provision of this Section 4.3(a), all New Company RSUs that are outstanding as of immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, be treated as Assumed RSUs and converted and assumed or replaced by Buyer in accordance with Section 4.3(a)(ii) and remain subject to any service-based vesting conditions and other relevant payment terms and conditions. For clarity, Buyer shall retain the discretion under Section 4.3(a)(v) to treat all or some of such New Company RSUs as Accelerated RSUs rather than Assumed RSUs and to determine the manner in which such New Company RSUs will become Assumed RSUs.

2.     Conflicting Terms; Limitation of Amendment . In the event of any conflict or inconsistency between the terms of this Amendment and the Bid Conduct Agreement, the terms of this Amendment shall control. Except as otherwise set forth herein, all terms and provisions of the Bid Conduct Agreement shall remain in full force and effect.

3.     Governing Law . THIS AMENDMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

4.     Counterparts . This Amendment may be executed in any number of counterparts and delivered via facsimile or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

***

IN WITNESS WHEREOF , this Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above.

 

COMMSCOPE HOLDING COMPANY, INC.
By:   /s/ Frank B. Wyatt, II
Name:   Frank B. Wyatt, II
Title:   Senior Vice President, General Counsel  & Secretary
ARRIS INTERNATIONAL PLC
By:   /s/ Patrick Macken
Name:   Patrick Macken
Title:   SVP, General Counsel  & Secretary