Commscope Hldg Co Inc SEC Filings

CommScope Holding Company declared a dividend in kind on its Series A Preferred Stock consisting of a distribution of 17,343 shares in the aggregate plus $12.50 in cash in the aggregate to cover fractional shares. The company expects to pay the dividend on September 30, 2025. Separately, CommScope and Amphenol have entered into a purchase agreement under which Amphenol has agreed to acquire CommScope's Connectivity and Cable Solutions reporting segment (CCS) (the "Transaction").

CommScope is asking stockholders to approve a purchase agreement to sell its Connectivity and Cable Solutions (CCS) reporting segment to Amphenol for a $10.5 billion cash base purchase price, subject to adjustments. The Board unanimously recommends approval and retained Evercore, which delivered a fairness opinion on the base purchase price. The transaction may be considered a sale of substantially all assets under Delaware law and requires a stockholder vote by holders of a majority of outstanding shares (common stock plus Series A preferred on an as-converted basis). Closing is expected in the first half of 2026 if required approvals and customary closing conditions, including antitrust and HSR clearance, are met. CommScope expects approximately $10 billion net proceeds after taxes and transaction expenses, intends to repay debt, redeem Series A preferred stock and contemplates a special cash dividend (illustratively no less than $10 per share based on current estimates). The Special Meeting is virtual on October 16, 2025; record date is September 8, 2025.

CommScope Holding Company, Inc. (COMM) filed a Form 144 indicating a proposed sale of 334,515 common shares through Fidelity Brokerage Services on or after 08/04/2025. The shares have an aggregate market value of $5.55 million, based on recent pricing, and represent roughly 0.15% of the company’s 221.5 million shares outstanding. The seller—name not disclosed—acquired the stock via a mix of open-market purchases and stock awards between 2021-2025. No sales were reported in the past three months. Form 144 does not obligate the sale, but it signals the holder’s intent and may introduce modest selling pressure.

Q2-25 results: Net sales climbed 32% YoY to $1.39 bn, supported by CCS and Ruckus demand. Gross margin widened to 42.6%, pushing operating income up 158% to $236 m. After $156 m interest expense and a 58% tax rate, continuing ops earned $29 m (vs. $56 m loss), equal to $0.05 diluted EPS; total diluted EPS was $0.06.

1H-25: Revenue rose 28% to $2.50 bn and operating income reached $370 m (prior-year $37 m). A $361 m tax benefit plus the $491 m gain from the $2.0 bn sale of the Outdoor Wireless Networks (OWN) segment and DAS unit drove net income to $816 m, or $3.00 diluted EPS.

Balance sheet: Divestiture proceeds funded $2.05 bn of debt repayments, lowering long-term debt to $7.25 bn and shrinking the stockholders’ deficit to $(2.44) bn. Cash closed at $571 m. Leverage improves but equity remains negative.

Cash flow: Operating cash outflow was $110 m; investing inflow of $2.02 bn reflects OWN/DAS sale; financing outflow $2.02 bn for debt service.

Strategic moves: OWN/DAS divestiture completed; NICS segment rebranded Ruckus; OneCell business sold May-25 (small $4.9 m loss). Management notes ANS goodwill has just 8% headroom, highlighting impairment risk.

Watch-list: high interest expense, negative equity, customer concentration (Comcast 14% of sales) and ongoing CommScope NEXT restructuring.

On 4 Aug 2025 CommScope Holding Company, Inc. (NASDAQ: COMM) filed a Form 8-K announcing it has signed a definitive agreement with Amphenol Corporation to sell its Connectivity and Cable Solutions (CCS) business. A press release (Ex 99.1) and investor presentation (Ex 99.2) detailing the proposed divestiture were furnished.

The filing does not disclose purchase price, expected closing date or use of proceeds. Management will host a conference call at 4:30 p.m. ET on 4 Aug 2025 to discuss the transaction and Q2 earnings. Information is provided under Item 7.01 (Reg FD) and is expressly not deemed “filed” for Exchange Act purposes.

The deal remains subject to shareholder approval, regulatory clearance and other customary conditions. Extensive forward-looking-statement language outlines risks such as possible termination, regulatory delays and operational disruption.