Vistance Networks, Inc 8-K/A, filed Feb 10, 2025
Vistance Networks, Inc. (VISN)
About this 8-K/A
Vistance Networks, Inc filed this 8-K/A on February 10, 2025, reporting on events of January 31, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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(IRS Employer |
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
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(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 (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 9.01. Financial Statements and Exhibits.
(b) Unaudited Pro Forma Condensed Consolidated Financial Information
The following unaudited pro forma condensed consolidated financial statements of CommScope reflecting the disposition of the OWN Business and the DAS Business pursuant to the Purchase Agreement, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference:
(d) Exhibits
99.1 CommScope Holding Company , Inc. Unaudited Pro Forma Condensed Consolidated Financial Information
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
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CommScope Holding Company, Inc. |
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Date: February 10, 2025 |
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By: |
/s/ Kyle D. Lorentzen |
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Name: |
Kyle D. Lorentzen |
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Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
On January 31, 2025, (the “Closing Date”), CommScope Holding Company, Inc. (“CommScope”, the “Company”) completed the sale of its Outdoor Wireless Networks (“OWN”) segment and Distributed Antenna Systems (“DAS”) business unit of its Networking, Intelligent Cellular & Security Solutions segment (collectively, the “Business”) (the “Disposal”), to Amphenol Corporation (“Amphenol”, the “Buyer”). The OWN segment provides wireless infrastructure for mobile networks, including macro and small cell site solutions. The DAS business unit provides solutions for cellular infrastructure inside venues, campuses and enterprises. Pursuant to the Purchase Agreement, CommScope sold the Business to Amphenol in exchange for $2.1 billion in cash, on a cash-free, debt-free basis.
The following unaudited pro forma condensed consolidated financial statements were derived from the historical consolidated financial statements of CommScope, which were prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial statements were prepared for illustrative and informational purposes only and are not intended to represent what CommScope’s results of operations or financial position would have been had the Disposal occurred on the dates indicated. The unaudited pro forma condensed consolidated financial statements should not be considered indicative of CommScope’s future results of operations or financial position. The actual financial position and results of operations may differ significantly from the unaudited pro forma condensed consolidated financial statements presented herein due to a variety of factors.
The unaudited pro forma condensed consolidated financial statements as of and for the nine months ended September 30, 2024, have been derived from the historical unaudited condensed consolidated financial statements of CommScope, included in CommScope’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission (“SEC”) on November 7, 2024. The unaudited pro forma condensed consolidated financial statements for the years ended December 31, 2023, 2022, and 2021 have been derived from the historical audited consolidated financial statements of CommScope, included in CommScope’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024. The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read in conjunction with CommScope’s historical consolidated financial statements and accompanying notes.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024, and for the years ended December 31, 2023, 2022 and 2021 reflect pro forma results of CommScope’s operations as if the Disposal had occurred on January 1, 2021. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2024, gives effect to the Disposal as if it had occurred on that date. The adjustments in the “Other Separation Adjustments” column in the unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet give effect to the Other Separation Adjustments as if they occurred as of January 1, 2023, and September 30, 2024, respectively.
In the third quarter of 2024, the Disposal met the criteria under ASC 205-20, Presentation of Financial Statements, for discontinued operations, and the Company started presenting the Disposal as a discontinued operation in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024. The Company believes that the adjustments included within the “Discontinued Operations of the Business” column of the unaudited pro forma condensed consolidated financial statements are consistent with the guidance for discontinued operations under GAAP. CommScope’s current estimates on a discontinued operations basis are subject to change as the Company finalizes discontinued operations accounting to be reported in its Annual Report on Form 10-K for the year ended December 31, 2024.
Article 11 of Regulation S-X requires that pro forma financial information include the following pro forma adjustments to the historical financial statements of the registrant as follows:
In addition, Regulation S-X permits registrants to reflect adjustments that depict synergies or dis-synergies of the acquisitions and dispositions for which pro forma effect is being given in the disclosures as management adjustments.
The following unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet reflect the following transactions in conjunction with the Disposal:
The unaudited pro forma condensed consolidated financial statements do not contain any autonomous entity adjustments or potential synergies or dis-synergies that may occur in connection with the Disposal.
CommScope Holding Company, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2024
(In millions, except share amounts)
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Pro Forma Transaction Accounting Adjustments |
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||||||||
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Historical CommScope |
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Discontinued Operations of the Business (a) |
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Other Separation Adjustments |
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Notes |
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Pro Forma |
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Assets |
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Cash and cash equivalents |
$ |
392.1 |
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$ |
- |
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$ |
303.5 |
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(c) |
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$ |
695.6 |
Accounts receivable, net |
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664.8 |
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- |
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- |
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664.8 |
Inventories, net |
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843.5 |
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- |
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- |
|
|
|
|
843.5 |
Prepaid expenses and other current assets |
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178.0 |
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- |
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- |
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|
|
|
178.0 |
Current assets held for sale |
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1,345.5 |
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(1,345.5) |
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|
- |
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|
|
|
- |
Total current assets |
$ |
3,423.9 |
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$ |
(1,345.5) |
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$ |
303.5 |
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|
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$ |
2,381.9 |
Property, plant and equipment, net |
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365.0 |
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- |
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- |
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|
|
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365.0 |
Goodwill |
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2,906.9 |
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- |
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- |
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2,906.9 |
Other intangible assets, net |
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1,276.2 |
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- |
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- |
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1,276.2 |
Deferred income taxes |
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553.6 |
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- |
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- |
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553.6 |
Other noncurrent assets |
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285.1 |
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- |
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- |
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285.1 |
Total assets |
$ |
8,810.7 |
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$ |
(1,345.5) |
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$ |
303.5 |
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$ |
7,768.7 |
Liabilities and Stockholders’ Deficit |
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Accounts payable |
$ |
381.7 |
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$ |
- |
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$ |
- |
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|
381.7 |
Accrued and other liabilities |
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527.0 |
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- |
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7.4 |
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(d)(g) |
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|
534.4 |
Current portion of long term debt |
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1,306.6 |
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- |
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- |
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1,306.6 |
Current liabilities held for sale |
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235.4 |
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(235.4) |
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- |
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- |
Total current liabilities |
$ |
2,450.7 |
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$ |
(235.4) |
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$ |
7.4 |
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|
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$ |
2,222.7 |
Long-term debt |
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7,966.4 |
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- |
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(1,791.9) |
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(g) |
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6,174.5 |
Deferred income taxes |
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101.0 |
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- |
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- |
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101.0 |
Other noncurrent liabilities |
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404.4 |
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- |
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- |
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404.4 |
Total liabilities |
$ |
10,922.5 |
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$ |
(235.4) |
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$ |
(1,784.5) |
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$ |
8,902.6 |
Commitments and contingencies |
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Series A convertible preferred stock, $0.01 par value |
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1,210.7 |
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- |
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- |
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1,210.7 |
Stockholders' deficit: |
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Preferred stock, $0.01 par value: Authorized shares: 200,000,000; Issued and outstanding shares: 1,210,682 shares Series A convertible preferred stock |
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- |
|
|
- |
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|
- |
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|
|
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- |
Common stock, $0.01 par value: Authorized shares: 1,300,000,000; Issued and outstanding shares: 215,857,513 shares |
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2.3 |
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- |
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- |
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2.3 |
Additional paid-in capital |
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2,522.9 |
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- |
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- |
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2,522.9 |
Accumulated deficit |
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(5,300.9) |
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(1,110.1) |
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2,088.0 |
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(f) |
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(4,323.0) |
Accumulated other comprehensive loss |
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(243.2) |
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- |
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- |
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|
|
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(243.2) |
Treasury stock, at cost: 15,636,515 shares |
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(303.6) |
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|
- |
|
|
- |
|
|
|
|
(303.6) |
Total stockholders' deficit |
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(3,322.5) |
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|
(1,110.1) |
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2,088.0 |
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|
|
|
(2,344.6) |
Total liabilities and stockholders' deficit |
$ |
8,810.7 |
|
$ |
(1,345.5) |
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$ |
303.5 |
|
|
|
$ |
7,768.7 |
See notes to unaudited pro forma condensed consolidated financial statements
CommScope Holding Company, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the nine months ended September 30, 2024
(In millions, except per share amounts)
|
|
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Pro Forma Transaction Accounting Adjustments |
|
|
|||||
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Historical CommScope |
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Other Separation Adjustments |
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Notes |
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Pro Forma |
|||
Net sales |
$ |
3,036.7 |
|
$ |
- |
|
|
|
$ |
3,036.7 |
Cost of sales |
|
1,909.9 |
|
|
- |
|
|
|
|
1,909.9 |
Gross profit |
|
1,126.8 |
|
|
- |
|
|
|
|
1,126.8 |
Transition service agreement income, net |
|
22.4 |
|
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3.1 |
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(e) |
|
|
25.5 |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
565.5 |
|
|
- |
|
|
|
|
565.5 |
Research and development |
|
235.2 |
|
|
- |
|
|
|
|
235.2 |
Amortization of purchased intangible assets |
|
181.4 |
|
|
- |
|
|
|
|
181.4 |
Restructuring costs, net |
|
30.6 |
|
|
- |
|
|
|
|
30.6 |
Asset impairments |
|
- |
|
|
- |
|
|
|
|
- |
Total operating expenses |
|
1,012.7 |
|
|
- |
|
|
|
|
1,012.7 |
Operating income |
|
136.5 |
|
|
3.1 |
|
|
|
|
139.6 |
Other income, net |
|
1.7 |
|
|
- |
|
|
|
|
1.7 |
Interest expense |
|
(503.2) |
|
|
78.2 |
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(g) |
|
|
(425.0) |
Interest income |
|
8.3 |
|
|
- |
|
|
|
|
8.3 |
Loss from continuing operations before income taxes |
|
(356.7) |
|
|
81.3 |
|
|
|
|
(275.4) |
Income tax expense |
|
(41.2) |
|
|
(19.9) |
|
(i) |
|
|
(61.1) |
Loss from continuing operations |
|
(397.9) |
|
|
61.4 |
|
|
|
|
(336.5) |
Series A convertible preferred stock dividends |
|
(48.6) |
|
|
- |
|
|
|
|
(48.6) |
Net loss from continuing operations attributable to common stockholders |
$ |
(446.5) |
|
$ |
61.4 |
|
|
|
$ |
(385.1) |
|
|
|
|
|
|
|
|
|
|
|
Loss per share from continuing operations: |
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
(2.09) |
|
|
|
|
|
|
$ |
(1.80) |
Diluted |
$ |
(2.09) |
|
|
|
|
|
|
$ |
(1.80) |
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|
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|
|
|
|
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|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
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Basic |
|
213.9 |
|
|
|
|
|
|
|
213.9 |
Diluted |
|
213.9 |
|
|
|
|
|
|
|
213.9 |
See notes to unaudited pro forma condensed consolidated financial statements
CommScope Holding Company, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2023
(In millions, except per share amounts)
|
|
|
Pro Forma Transaction Accounting Adjustments |
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|
|
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||||||||
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Historical CommScope |
|
Discontinued Operations of the Business (b) |
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Notes |
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Other Separation Adjustments |
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Notes |
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Pro Forma |
||||
Net sales |
$ |
5,789.2 |
|
$ |
(1,224.0) |
|
|
|
$ |
- |
|
|
|
$ |
4,565.2 |
Cost of sales |
|
3,640.9 |
|
|
(742.3) |
|
|
|
|
- |
|
|
|
|
2,898.6 |
Gross profit |
|
2,148.3 |
|
|
(481.7) |
|
|
|
|
- |
|
|
|
|
1,666.6 |
Transition service agreement income, net |
|
- |
|
|
- |
|
|
|
|
35.0 |
|
(e) |
|
|
35.0 |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
873.3 |
|
|
(90.3) |
|
|
|
|
- |
|
|
|
|
783.0 |
Research and development |
|
459.7 |
|
|
(76.6) |
|
|
|
|
- |
|
|
|
|
383.1 |
Amortization of purchased intangible assets |
|
327.1 |
|
|
(26.1) |
|
|
|
|
- |
|
|
|
|
301.0 |
Restructuring costs, net |
|
29.7 |
|
|
(4.4) |
|
|
|
|
- |
|
|
|
|
25.3 |
Asset impairments |
|
571.4 |
|
|
- |
|
|
|
|
- |
|
|
|
|
571.4 |
Total operating expenses |
|
2,261.2 |
|
|
(197.4) |
|
|
|
|
- |
|
|
|
|
2,063.8 |
Operating loss |
|
(112.9) |
|
|
(284.3) |
|
|
|
|
35.0 |
|
|
|
|
(362.2) |
Other income, net |
|
59.7 |
|
|
6.4 |
|
|
|
|
- |
|
|
|
|
66.1 |
Interest expense |
|
(675.8) |
|
|
- |
|
|
|
|
97.1 |
|
(g) |
|
|
(578.7) |
Interest income |
|
11.1 |
|
|
- |
|
|
|
|
- |
|
|
|
|
11.1 |
Loss from continuing operations before income taxes |
|
(717.9) |
|
|
(277.9) |
|
|
|
|
132.1 |
|
|
|
|
(863.7) |
Income tax expense |
|
(133.4) |
|
|
65.9 |
|
(h) |
|
|
(32.4) |
|
(i) |
|
|
(99.9) |
Loss from continuing operations |
|
(851.3) |
|
|
(212.0) |
|
|
|
|
99.7 |
|
|
|
|
(963.6) |
Series A convertible preferred stock dividends |
|
(61.8) |
|
|
- |
|
|
|
|
- |
|
|
|
|
(61.8) |
Net loss from continuing operations attributable to common stockholders |
$ |
(913.1) |
|
$ |
(212.0) |
|
|
|
$ |
99.7 |
|
|
|
$ |
(1,025.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
(4.33) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(4.86) |
Diluted |
$ |
(4.33) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(4.86) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
210.9 |
|
|
|
|
|
|
|
|
|
|
|
|
210.9 |
Diluted |
|
210.9 |
|
|
|
|
|
|
|
|
|
|
|
|
210.9 |
See notes to unaudited pro forma condensed consolidated financial statements
CommScope Holding Company, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2022
(In millions, except per share amounts)
|
|
|
Pro Forma Transaction Accounting Adjustments |
|
|
||||||
|
Historical CommScope |
|
Discontinued Operations of the Business (b) |
|
Notes |
|
Pro Forma |
||||
Net sales |
$ |
7,524.7 |
|
$ |
(1,735.8) |
|
|
|
$ |
5,788.9 |
|
Cost of sales |
|
4,930.7 |
|
|
(1,127.4) |
|
|
|
|
3,803.3 |
|
Gross profit |
|
2,594.0 |
|
|
(608.4) |
|
|
|
|
1,985.6 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
1,040.9 |
|
|
(133.1) |
|
|
|
|
907.8 |
|
Research and development |
|
543.6 |
|
|
(92.0) |
|
|
|
|
451.6 |
|
Amortization of purchased intangible assets |
|
440.0 |
|
|
(39.9) |
|
|
|
|
400.1 |
|
Restructuring costs, net |
|
63.0 |
|
|
(21.1) |
|
|
|
|
41.9 |
|
Asset impairments |
|
1,119.6 |
|
|
- |
|
|
|
|
1,119.6 |
|
Total operating expenses |
|
3,207.1 |
|
|
(286.1) |
|
|
|
|
2,921.0 |
|
Operating loss |
|
(613.1) |
|
|
(322.3) |
|
|
|
|
(935.4) |
|
Other expense, net |
|
(0.5) |
|
|
0.6 |
|
|
|
|
0.1 |
|
Interest expense |
|
(588.9) |
|
|
- |
|
|
|
|
(588.9) |
|
Interest income |
|
2.8 |
|
|
- |
|
|
|
|
2.8 |
|
Loss from continuing operations before income taxes |
|
(1,199.7) |
|
|
(321.7) |
|
|
|
|
(1,521.4) |
|
Income tax benefit |
|
15.0 |
|
|
76.3 |
|
(h) |
|
|
91.3 |
|
Loss from continuing operations |
|
(1,184.7) |
|
|
(245.4) |
|
|
|
|
(1,430.1) |
|
Series A convertible preferred stock dividends |
|
(59.0) |
|
|
- |
|
|
|
|
(59.0) |
|
Net loss from continuing operations attributable to common stockholders |
$ |
(1,243.7) |
|
$ |
(245.4) |
|
|
|
$ |
(1,489.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
(6.00) |
|
|
|
|
|
|
$ |
(7.18) |
|
Diluted |
$ |
(6.00) |
|
|
|
|
|
|
$ |
(7.18) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
207.4 |
|
|
|
|
|
|
|
207.4 |
|
Diluted |
|
207.4 |
|
|
|
|
|
|
|
207.4 |
|
See notes to unaudited pro forma condensed consolidated financial statements
CommScope Holding Company, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2021
(In millions, except per share amounts)
|
|
|
Pro Forma Transaction Accounting Adjustments |
|
|
|||||
|
Historical CommScope |
|
Discontinued Operations of the Business (b) |
|
Notes |
|
Pro Forma |
|||
Net sales |
$ |
6,737.4 |
|
$ |
(1,680.2) |
|
|
|
$ |
5,057.2 |
Cost of sales |
|
4,297.8 |
|
|
(1,087.2) |
|
|
|
|
3,210.6 |
Gross profit |
|
2,439.6 |
|
|
(593.0) |
|
|
|
|
1,846.6 |
Operating expenses: |
|
|
|
|
- |
|
|
|
|
|
Selling, general and administrative |
|
1,082.9 |
|
|
(122.2) |
|
|
|
|
960.7 |
Research and development |
|
565.0 |
|
|
(98.3) |
|
|
|
|
466.7 |
Amortization of purchased intangible assets |
|
510.0 |
|
|
(53.1) |
|
|
|
|
456.9 |
Restructuring costs, net |
|
85.1 |
|
|
(0.7) |
|
|
|
|
84.4 |
Asset impairments |
|
- |
|
|
- |
|
|
|
|
- |
Total operating expenses |
|
2,243.0 |
|
|
(274.3) |
|
|
|
|
1,968.7 |
Operating loss |
|
196.6 |
|
|
(318.7) |
|
|
|
|
(122.1) |
Other expense, net |
|
(26.5) |
|
|
(2.3) |
|
|
|
|
(28.8) |
Interest expense |
|
(561.2) |
|
|
- |
|
|
|
|
(561.2) |
Interest income |
|
1.9 |
|
|
- |
|
|
|
|
1.9 |
Loss from continuing operations before income taxes |
|
(389.2) |
|
|
(321.0) |
|
|
|
|
(710.2) |
Income tax benefit |
|
39.2 |
|
|
80.0 |
|
(h) |
|
|
119.2 |
Loss from continuing operations |
|
(350.0) |
|
|
(241.0) |
|
|
|
|
(591.0) |
Series A convertible preferred stock dividends |
|
(57.3) |
|
|
- |
|
|
|
|
(57.3) |
Net loss from continuing operations attributable to common stockholders |
$ |
(407.3) |
|
$ |
(241.0) |
|
|
|
$ |
(648.3) |
|
|
|
|
|
|
|
|
|
|
|
Loss per share from continuing operations |
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
(2.00) |
|
|
|
|
|
|
$ |
(3.18) |
Diluted |
$ |
(2.00) |
|
|
|
|
|
|
$ |
(3.18) |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
Basic |
|
203.6 |
|
|
|
|
|
|
|
203.6 |
Diluted |
|
203.6 |
|
|
|
|
|
|
|
203.6 |
See notes to unaudited pro forma condensed consolidated financial statements
CommScope Holding Company, Inc.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
(In millions, unless otherwise noted)
The historical financial information as of and for the nine months ended September 30, 2024, has been derived from and should be read in conjunction with the historical unaudited condensed consolidated financial statements of CommScope, included in CommScope’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, and the assumptions outlined in Note 2 below. The historical financial information for the years ended December 31, 2023, 2022, and 2021 has been derived from and should be read in conjunction with the historical audited consolidated financial statements of CommScope, included in CommScope’s Annual Report on Form 10-K for the years ended December 31, 2023, 2022, and 2021 and the assumptions outlined in Note 2 below.
The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements:
|
Amount |
||
Cash consideration received for sale of the Business |
$ |
2,111.2 |
|
Partial repayment of 4.750% Senior Secured Notes due 2029 |
|
(299.0) |
|
Full repayment of 6.000% Senior Secured Notes due 2026 |
|
(1,500.0) |
|
Accrued interest as of September 30, 2024 |
|
(8.7) |
|
Pro forma adjustment to cash and cash equivalents |
$ |
303.5 |
|
CommScope also used cash proceeds from the sale of the Business to repay $250.0 outstanding under the Company’s asset-based revolving credit facility. This is not reflected in these pro forma adjustments as CommScope drew upon this facility subsequent to September 30, 2024, which is the date of the unaudited pro forma condensed consolidated balance sheet included herein.
|
Amount |
|
Cash consideration received for sale of the Business |
$ |
2,111.2 |
Estimated unaccrued one-time transaction costs |
|
(16.1) |
Write-off of unamortized debt issuance costs related to Debt Repayment |
|
(7.1) |
Pro forma adjustment to accumulated deficit |
$ |
2,088.0 |
|
Amount |
|
Partial repayment of 4.750% Senior Secured Notes due 2029 |
$ |
(299.0) |
Full repayment of 6.000% Senior Secured Notes due 2026 |
|
(1,500.0) |
Write-off of unamortized debt issuance costs |
|
7.1 |
Pro forma adjustment to long-term debt |
$ |
(1,791.9) |
Additionally, cash proceeds were used to pay $8.7 of accrued interest, which is reflected as a reduction of accrued and other liabilities in the unaudited pro forma condensed consolidated balance sheet.
The adjustment to interest expense in the unaudited proforma condensed consolidated statements of operations for the nine months ended September 30, 2024 and year ended December 31, 2023 reflects the following:
|
Nine Months ended September 30, 2024 |
|
Year ended December 31, 2023 |
||
Reduced interest expense in connection with the Debt Repayment |
$ |
78.2 |
|
$ |
104.2 |
Write-off of unamortized debt issuance costs |
|
- |
|
|
(7.1) |
Pro forma adjustment to interest expense |
$ |
78.2 |
|
$ |
97.1 |