Vistance Networks (NYSE: COMM) sells CCS to Amphenol for $10.5B, terminates Agreement

Rhea-AI Filing Summary

Vistance Networks, Inc. deregistered all unsold securities under its Form S-3 and confirms the termination of that offering following the closing of a divestiture. On January 9, 2026, the company completed the sale of its Connectivity and Cable Solutions business to Amphenol for approximately $10.5 billion in cash, subject to adjustments. The company redeemed 100% of its Series A Convertible Preferred Stock and terminated the Investment Agreement dated November 8, 2018. This amendment removes any remaining securities registered under the prior registration statement.

Insights

Corporate Finance Analyst

Sale finalizes major divestiture and cash consideration.

The filing states the CCS Business was sold on January 9, 2026 for approximately $10.5 billion in cash, subject to adjustments. The proceeds recipient is stated as the company through the Transaction.

Redeeming 100% of the Series A Convertible Preferred Stock and terminating the November 8, 2018 Investment Agreement are explicit consequences of closing; subsequent filings will show how proceeds are allocated and any balance sheet changes.

Securities/Corporate Counsel

Amendment deregisters unsold S-3 securities after closing.

The document is a post-effective amendment that "deregisters all securities that remain unsold" under Form S-3 and removes those securities from registration as of the filing date. The filing ties this action to the consummation of the Transaction.

Investors should note the filing records termination of the Investment Agreement and redemption of Series A preferred stock; related disclosure and plan-of-distribution items are not included in this excerpt.

As filed with the Securities and Exchange Commission on February 24, 2026

Registration No. 333-277582

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VISTANCE NETWORKS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		27-4332098
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

2601 Telecom Parkway

Richardson, Texas 75082

Telephone: (972) 952-9700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Krista R. Bowen

Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

Vistance Networks, Inc.

2601 Telecom Parkway

Richardson, Texas 75082

Telephone: (972) 952-9700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Rebecca Valentino, Esq.

Alston & Bird LLP

755 Page Mill Road

Building C – Suite 200

Palo Alto, CA 94304

Telephone: (650) 838-2000

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

TERMINATION OF REGISTRATION

This Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-277582) (“Amendment No. 2”) of Vistance Networks, Inc. (formerly CommScope Holding Company, Inc.) (the “Company”) deregisters all securities that remain unsold under the following registration statement on Form S-3 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”):

• File No. 333-277582, a registration statement filed by the Company with the SEC on March 1, 2024, and Amendment No. 1 thereto, which was filed with the SEC on March 29, 2024.

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”).

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 and 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.

The offering pursuant to the Registration Statement has been terminated. The registrant hereby removes from registration any of the securities registered under the Registration Statement that remain unsold as of the filing date of this Post-Effective Amendment.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on February 24, 2026.

Vistance Networks, Inc.
By:		/s/ Charles L. Treadway
		Charles L. Treadway
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

		Signatures		Title		Date
By:		/s/ Charles L. Treadway Charles L. Treadway		President, Chief Executive Officer and Director (principal executive officer)		February 24, 2026
By:		* Kyle D. Lorentzen		Executive Vice President and Chief Financial Officer (principal financial officer)		February 24, 2026
By:		/s/ Charles A. Gilstrap Charles A. Gilstrap		Senior Vice President, Treasury, Tax and Chief Accounting Officer (principal accounting officer)		February 24, 2026
By:		* Claudius E. Watts, IV		Director and Chairman of the Board		February 24, 2026
By:		* Derrick A. Roman		Director		February 24, 2026
By:		* Joanne M. Maguire		Director		February 24, 2026
By:		* L. William Krause		Director		February 24, 2026
By:		* Thomas J. Manning		Director		February 24, 2026
By:		* Timothy T. Yates		Director		February 24, 2026
By:		* Stephen C. Gray		Director		February 24, 2026
*		By: /s/ Charles L. Treadway Charles L. Treadway Attorney-in-Fact

FAQ

What did COMM disclose about the sale of its CCS Business?

The company sold the Connectivity and Cable Solutions business to Amphenol for approximately $10.5 billion in cash on January 9, 2026. The sale was completed pursuant to the Purchase Agreement dated August 3, 2025, and is subject to certain adjustments.

Did COMM redeem any preferred stock in connection with the transaction?

Yes. On the Closing Date the company redeemed 100% of its Series A Convertible Preferred Stock. The filing states the redemption occurred in connection with the consummation of the Transaction and the termination of the related Investment Agreement.

What does the post-effective amendment do to the Form S-3 registration?

This Amendment No. 2 deregisters all securities that remain unsold under the referenced Form S-3 registration statement. The registrant removes from registration any securities still unsold as of the filing date of this post-effective amendment.

Was the Investment Agreement with Carlyle affected by the closing?

Yes. The filing states the Investment Agreement dated November 8, 2018 with Carlyle Partners VII S1 Holdings, L.P. was terminated in connection with the consummation of the Transaction and the redemption of the Series A Convertible Preferred Stock.