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Belden Announces Pricing of Public Offering of Mandatory Convertible Preferred Stock


Belden Inc. (BDC), a global leader in signal transmission solutions for mission critical applications, today announced the pricing of its previously announced underwritten public offering of 4,500,000 depositary shares, each of which represents a 1/100th interest in a share of its 6.75% 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.

The offering price is $100.00 per depositary share. The offering is expected to close on July 26, 2016, subject to customary closing conditions.

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. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by Belden’s board of directors, or an authorized committee of the board of directors, at an annual rate of 6.75% on the liquidation preference of $10,000 per share. Belden may pay declared dividends in cash or, subject to certain limitations, in shares of its common stock or in any combination of cash and common stock on January 15, April 15, July 15 and October 15 of each year, commencing on October 15, 2016 and ending on, and including, July 15, 2019.

Unless earlier converted, each share of Mandatory Convertible Preferred Stock will automatically convert on or around July 15, 2019 into between 120.46 and 132.50 shares of Belden’s common stock, subject to anti-dilution adjustments. The number of shares of Belden’s common stock issuable on mandatory conversion will be determined based on the average volume-weighted average price of Belden’s common stock over the 20...