Belden Inc 8-K, filed Feb 5, 2020
Belden Inc. (BDC)
8-K
2020-02-05
For: 2020-02-04
View Original
Added on
April 08, 2026
About this 8-K
Belden Inc filed this 8-K on February 5, 2020, reporting on events of February 4, 2020.
Items reported
- Item 1.01: Entered into a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 4, 2020
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
_____________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
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.
On February 4, 2020, the Company entered into a Securities and Asset Purchase Agreement (the “Agreement”) with BDC Media Acquisition LLC, an affiliate of Black Dragon Capital Investment Management, LLC (the “Buyer”), pursuant to which the Company agreed to sell its Grass Valley live media business (the “Business”) to the Buyer. The Agreement provides for the Company to receive $140 million in cash, a subordinated note with an initial face amount of $213 million (less the amount of certain pension liabilities being assumed by the Buyer), and a possible earn-out of up to $150 million in the event that the Buyer is able to earn an agreed-upon return on its equity investment. The subordinated note earns interest in-kind at the rate of 10% per annum. The note is contemplated to be a five-year instrument, but that term is subject to extension if the Buyer’s senior indebtedness is extended beyond December 31, 2025.
The Agreement requires that, prior to closing, the Company transfer the Business’ U.K. pension obligations to a different subsidiary, obtain any required approvals in connection with that transfer, and fulfill various other closing conditions.
The Company expects the sale to close in the first half of 2020.
The Company has not definitively concluded whether the Agreement constitutes a material contract for SEC reporting purposes, and therefore may conclude to treat the Agreement as material or non-material as it completes its analysis.
The Company’s expectations with respect to the sale of the Business and the proceeds that it will receive are forward-looking statements. Actual results could differ materially from those reflected in the Form 8-K for various reasons, including the failure of the Company to meet closing conditions and the failure of the Buyer to obtain its expected financing. The Company disclaims any obligation to update forward-looking statements except as required by law.
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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.
BELDEN INC. | ||||||
Date: February 5, 2020 | By: | /s/ Brian E. Anderson | ||||
Brian E. Anderson | ||||||
Senior Vice President-Legal, General | ||||||
Counsel and Corporate Secretary | ||||||
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