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BDC > SEC Filings for BDC > Form 8-K on 19-Mar-2013All Recent SEC Filings

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Form 8-K for BELDEN INC.


Entry into a Material Definitive Agreement, Other Events, Financial Statements and Ex

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On March 14, 2013, Belden Inc. ("Belden") and certain of its subsidiaries (the "Guarantors") entered into a Purchase Agreement (the "Purchase Agreement") with Deutsche Bank AG, London Branch, as representative for the initial purchasers listed on Schedule I thereto (the "Initial Purchasers"), providing for the issuance and sale of 300 million aggregate principal amount of 5.5% Senior Subordinated Notes due 2023 (the "Senior Subordinated Notes") in an offering to qualified institutional buyers in reliance on Rule 144A and to persons outside the United States in accordance with Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The Senior Subordinated Notes will be issued at par, and the issuance is expected to close, subject to customary closing conditions, on March 21, 2013.

The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby Belden and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities.

Certain of the Initial Purchasers and their respective affiliates have provided, and in the future may provide, investment banking, commercial lending and financial advisory services to Belden and its affiliates, for which they received or will receive customary fees and expenses. An affiliate of J.P. Morgan Securities plc serves as Administrative Agent and a lender under Belden's senior secured credit facility. Affiliates of Deutsche Bank AG, London Branch, Goldman, Sachs & Co., J.P. Morgan Securities plc and Wells Fargo Securities, LLC are lenders under Belden's senior secured credit facility and receive customary fees related thereto.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the complete version of the Purchase Agreement filed as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On March 14, 2013, Belden issued a press release announcing the pricing of the Senior Subordinated Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.       Description

10.1              Purchase Agreement, dated as of March 14, 2013, by and among
                  Belden Inc., the Guarantors named therein and Deutsche Bank AG,
                  London Branch, as representative of the Initial Purchasers listed
                  in Schedule I thereto

99.1              Belden Inc. news release dated March 14, 2013, titled "Belden
                  Announces Pricing of 300 Million Offering of 5.5% Senior
                  Subordinated Notes"

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