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 31, 2025

COMMSCOPE HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

3642 E. US Highway 70

Claremont, North Carolina 28610

(Address of principal executive offices)

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

Not Applicable

(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):

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

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 2.01. Completion of Acquisition or Disposition of Assets.

On January 31, 2025, (the “Closing Date”), CommScope Holding Company, Inc. (the “Company” or “CommScope”) completed the previously announced sale of its Outdoor Wireless Networks business segment (the “OWN Business”) as well as the Distributed Antenna Systems business unit of its Networking, Intelligent Cellular & Security Solutions segment (the “DAS Business”) to Amphenol Corporation (“Amphenol”) pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of July 18, 2024. Pursuant to the Purchase Agreement, Amphenol acquired the OWN Business and the DAS Business on a cash-free, debt-free basis, in exchange for approximately $2.1 billion in cash, subject to certain adjustments.

The proceeds from the sale of the OWN Business and the DAS Business will be used to pay fees and expenses associated with the transactions and to repay all outstanding amounts under the Company’s asset-backed revolving credit facility, to repay in part the Company’s 4.750% Senior Secured Notes due 2029 and to repay in full the Company’s 6.000% Senior Secured Notes due 2026 (collectively, the “Debt Repayment”). In connection with the repayment of all outstanding amounts under the Company's asset-backed revolving credit facility, the committed amount thereunder will be reduced to $750.0 million, subject to borrowing base limitations. Following the consummation of the Debt Repayment, we expect that the conditions precedent will be met for a 25 basis point reduction in the applicable margin on the Company’s Senior Secured Term Loan.

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 July 23, 2024 (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 9.01. Financial Statements and Exhibits.

(b) Unaudited Pro Forma Condensed Consolidated Financial Information

The following unaudited pro forma condensed consolidated financial statements of CommScope reflecting the disposition of the OWN Business and the DAS 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:

(d) Exhibits

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

Exhibit. Description.

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)

SIGNATURE

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.