Vistance Networks (NASDAQ: VISN) gets $10.5B for CCS sale, cuts debt

Rhea-AI Filing Summary

Vistance Networks, Inc. (formerly CommScope Holding Company, Inc.) completed the sale of its Connectivity and Cable Solutions business to Amphenol for approximately $10.5 billion in cash on a cash‑free, debt‑free basis. Using the closing proceeds, the company repaid in full and terminated its revolving credit facility that allowed borrowings up to $750 million and its $3,150 million term loan facility, and moved to redeem and satisfy the indentures for multiple senior secured and unsecured notes totaling several billion dollars in principal.

The company also redeemed 100% of its Series A Convertible Preferred Stock for cash, which ended the related investment agreement with Carlyle. In connection with that redemption, two Carlyle‑affiliated directors resigned from the board, which now has eight members. The company changed its name to Vistance Networks, Inc., amended its certificate of incorporation and bylaws accordingly, and its common stock now trades on the NASDAQ Stock Market under the ticker symbol VISN. Unaudited pro forma financial information reflecting the CCS business sale was filed as an exhibit.

Positive

• Transforms balance sheet using $10.5B cash sale: Sale of the Connectivity and Cable Solutions business for approximately $10.5 billion funds full repayment of the $750 million revolver, the $3,150 million term loan, and the satisfaction and discharge of multiple senior note indentures, along with redemption of all Series A preferred shares.

Negative

• None.

Insights

Capital structure and M&A analyst

Large $10.5B divestiture funds wide‑ranging debt and preferred stock repayment.

The company sold its Connectivity and Cable Solutions business to Amphenol for approximately $10.5 billion in cash on a cash‑free, debt‑free basis. That single transaction underpins a broad reshaping of the balance sheet, including full repayment and termination of a revolving credit facility that permitted borrowings up to $750 million and a term loan facility with $3,150 million of aggregate outstanding principal.

In parallel, the company satisfied and discharged the indentures for several series of senior secured and senior notes, including $1,000.0 million of 9.500% senior secured notes due 2031 and four other note issues with principal amounts ranging from $641.58 million to $951.0 million. It also redeemed 100% of its Series A Convertible Preferred Stock for cash, terminating the Carlyle investment agreement, and accepted the resignations of two Carlyle‑linked directors. These steps collectively reduce financial complexity and leverage while the business profile changes after the CCS divestiture.

The company rebranded as Vistance Networks, Inc., updated its charter and bylaws for the new name, and shifted its NASDAQ ticker to VISN effective January 14, 2026. Unaudited pro forma financial statements filed as an exhibit are intended to show how the company’s consolidated results look after the sale of the CCS business.

8-K Event Classification

5 items: 1.02, 2.01, 5.02, 5.03, 9.01

5 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What major transaction did CommScope/Vistance Networks (COMM) complete in this 8-K?

The company completed the sale of its Connectivity and Cable Solutions business segment to Amphenol Corporation for approximately $10.5 billion in cash on a cash‑free, debt‑free basis.

How did Vistance Networks (COMM) use the proceeds from the $10.5B CCS business sale?

On the closing date, the company repaid in full and terminated its revolving credit facility of up to $750 million and its $3,150 million term loan facility, and it satisfied and discharged the indentures for several series of senior secured and senior notes.

What happened to the Series A Convertible Preferred Stock of Vistance Networks (COMM)?

In connection with the transaction, 100% of the Series A Convertible Preferred Stock was redeemed for cash in accordance with the Certificate of Designations, and the related investment agreement with Carlyle Partners VII S1 Holdings, L.P. was terminated.

Which debt securities were affected by this Vistance Networks (COMM) filing?

The company satisfied and discharged indentures governing $1,000.0 million of 9.500% senior secured notes due 2031, $951.0 million of 4.750% senior secured notes due 2029, $641.58 million of 7.125% senior notes due 2028, $866.929 million of 8.250% senior notes due 2027, and $750.0 million of 5.000% senior notes due 2027.

Did Vistance Networks (COMM) change its corporate name or ticker symbol?

Yes. The company filed a Second Amended and Restated Certificate of Incorporation to change its name from CommScope Holding Company, Inc. to Vistance Networks, Inc., and its common stock continues to trade on NASDAQ under the new ticker symbol VISN effective January 14, 2026.

Were there any board changes disclosed for Vistance Networks (COMM)?

Yes. In connection with the preferred stock redemption and termination of the Carlyle investment agreement, Scott Hughes and Patrick McCarter resigned as directors, and the board size was reduced to eight members.

What financial information did Vistance Networks (COMM) provide related to the CCS business sale?

The company filed unaudited pro forma condensed consolidated financial statements as Exhibit 99.1, reflecting the disposition of the CCS Business under the purchase agreement.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 01/15/2026 - 04:02 PM Learn about SEC filing dates

CommScope Holding Company,Inc. false 0001517228 --12-31 0001517228 2026-01-09 2026-01-09

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 9, 2026

VISTANCE NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36146		27-4332098
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

2601 Telecom Parkway

Richardson, Texas 75082

(Address of principal executive offices)

Registrant’s telephone number, including area code: (828) 459-5000

CommScope Holding Company, Inc.

(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)

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		VISN		The NASDAQ Stock Market

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 1.02 Termination of a Material Definitive Agreement.

Credit Agreements

In connection with the consummation of the Transaction (as defined below), on the Closing Date (as defined below), Vistance Networks, Inc. (formerly CommScope Holding Company, Inc.) (the “Company”) repaid in full all outstanding indebtedness and terminated all outstanding commitments under each of its (x) Revolving Credit Agreement dated as of April 4, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date, the “Revolving Credit Agreement”), by and among the Company, CommScope, LLC, as a borrower, the other borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, which provided for a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $750 million, and (y) Term Loan Credit Agreement, dated as of December 17, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date, the “Term Loan Credit Agreement” and collectively with the Revolving Credit Agreement, the “Credit Agreements”), among the Company, CommScope, LLC, as the borrower, the lenders party thereto and Apollo Administrative Agency, LLC, as administrative agent and collateral agent, which provided for a senior secured term loan facility in an aggregate outstanding principal amount of $3,150 million.

Notes Redemptions

In connection with the consummation of the Transaction, on the Closing Date, the Company satisfied and discharged the indentures governing the (i) $1,000.0 million in outstanding aggregate principal amount of 9.500% senior secured notes due 2031 (the “2031 Notes”) issued by CommScope, LLC, a direct subsidiary of the Company, (ii) $951.0 million in outstanding aggregate principal amount of 4.750% senior secured notes due 2029 (the “2029 Notes”) issued by CommScope, LLC, (iii) $641.58 million in outstanding aggregate principal amount of 7.125% senior notes due 2028 (the “2028 Notes”) issued by CommScope, LLC, (iv) $866.929 million in outstanding aggregate principal amount of 8.250% senior notes due 2027 (the “8.250% 2027 Notes”) issued by CommScope, LLC and (v) $750.0 million in outstanding aggregate principal amount of 5.000% senior notes due 2027 (the “5.000% 2027 Notes” and, together with the 2031 Notes, the 2029 Notes, the 2028 Notes, and the 8.250% 2027 Notes, the “Notes”) issued by CommScope Technologies LLC (together with CommScope, LLC, the “Issuers”), a wholly owned indirect subsidiary of the Company. In connection therewith, on the Closing Date, the Issuers issued notices of full redemption to holders of all of the outstanding Notes, calling all outstanding Notes for redemption on January 26, 2026.

Investment Agreement

In connection with the consummation of the Transaction, on the Closing Date, 100% of the Company’s Series A Convertible Preferred Stock was redeemed by the Company (the “Preferred Redemption”) for cash in accordance with the terms of the Certificate of Designations designating the Series A Preferred Stock (the “Certificate of Designations”). Simultaneously with the consummation of Preferred Redemption, the Investment Agreement, dated as of November 8, 2018, by and among the Company and Carlyle Partners VII S1 Holdings, L.P. pursuant to which such Series A Convertible Preferred Stock was initially purchased (the “Investment Agreement”), and all rights and obligations of the parties under the Investment Agreement, were terminated.

A summary of the Investment Agreement was set forth in the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018 (the “November 2018 8-K”) and a summary of the Certificate of Designations was set forth in the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2019 (the “April 2019 8-K”), but such descriptions do not purport to be complete and are subject to, and qualified in their entirety by reference to the Investment Agreement, which was filed as Exhibit 10.1 to the November 2018 8-K, and the Certificate of Designations, which was filed as Exhibit 3.1 to the April 2019 8-K.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 9, 2026, (the “Closing Date”), the Company completed the previously announced sale of its Connectivity and Cable Solutions business segment (the “CCS Business”) to Amphenol Corporation (“Amphenol”) pursuant to the Purchase Agreement, dated as of August 3, 2025 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, Amphenol acquired the CCS Business on a cash-free, debt-free basis, in exchange for approximately $10.5 billion in cash, subject to certain adjustments (the “Transaction”).

A description of the Purchase Agreement was set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2025 (the “Prior 8-K”), but such description does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was attached as Exhibit 2.1 to the Prior 8-K.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Preferred Redemption and the termination of the Investment Agreement, the Board of Directors of the Company (the “Board”) accepted the resignation of Scott Hughes and Patrick McCarter as directors of the Company, effective as of the Closing Date. Each of Mr. Hughes and Mr. McCarter resigned in connection with the Preferred Redemption and the termination of the Investment Agreement and not due to any disagreements with the Board or management of the Company. Following the resignations, the size of the Board was reduced to eight directors.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 13, 2026, the Company filed with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation to change the Company’s corporate name from CommScope Holding Company, Inc. to Vistance Networks, Inc., effective January 14, 2026. A copy of the Second Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated by reference.

In connection with the name change, the Board amended the Company’s bylaws to reflect the corporate name Vistance Networks, Inc., also effective on January 14, 2026. No other changes were made to the Company’s bylaws. A copy of the Seventh Amended and Restated Bylaws reflecting this amendment is attached as Exhibit 3.2 hereto and incorporated by reference.

Our common stock will continue to trade on the NASDAQ Stock Market, but effective as of January 14, 2026, it trades under the ticker symbol “VISN”.

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 the Company reflecting the disposition of the CCS 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:

• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025;

• Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2025 and the years ended December 31, 2022, 2023 and 2024; and

• Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d) Exhibits

The following exhibits are hereby filed as part of this Current Report on Form 8-K.

Exhibit.		Description.
3.1		Second Amended and Restated Certificate of Incorporation
3.2		Seventh Amended and Restated Bylaws
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)

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.

Dated: January 15, 2026

		VISTANCE NETWORKS, INC.
By:		/s/ Kyle D. Lorentzen
		Kyle D. Lorentzen
		Executive Vice President and Chief Financial Officer