8-KMaterial AgreementsRegulation FDExhibits & Filings

TE Connectivity plc 8-K Report, Material Agreement (Jan 29, 2015)

Filed January 29, 2015For Securities:TEL

Summary

TE Connectivity Ltd. (TEL) has announced a significant divestiture through an 8-K filing on January 29, 2015. The company entered into a definitive Stock and Asset Purchase Agreement to sell its Broadband Network Solutions (BNS) business unit to CommScope Holding Company, Inc. for an aggregate purchase price of $3 billion. This strategic move signals a potential reshaping of TE Connectivity's business portfolio, allowing it to focus on its core competencies. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close by January 27, 2016, with a possible extension. The agreement includes provisions for termination fees, a non-compete clause for TE Connectivity for a period of four years post-closing, and customary representations and covenants. Investors should monitor the progress of regulatory approvals and the potential impact of this divestiture on TE Connectivity's future growth and profitability.

Key Highlights

  • 1TE Connectivity Ltd. entered into a definitive agreement to sell its Broadband Network Solutions (BNS) business unit.
  • 2The sale price for the BNS business unit is $3 billion, subject to customary adjustments.
  • 3The buyer is CommScope Holding Company, Inc., along with its subsidiary CommScope, Inc.
  • 4The transaction is expected to close by January 27, 2016, with potential extensions.
  • 5The agreement requires regulatory approvals as a condition to closing.
  • 6TE Connectivity will be subject to a four-year non-compete agreement with respect to the divested business.
  • 7A termination fee of $210 million is payable by the buyer under specified circumstances, such as failure to obtain antitrust approvals or financing.

Frequently Asked Questions

This 8-K filing announces that TE Connectivity Ltd. has entered into a material definitive agreement to sell its Broadband Network Solutions business unit to CommScope Holding Company, Inc. for $3 billion.

The aggregate purchase price for the Broadband Network Solutions business unit is $3,000,000,000, which is subject to customary adjustments.

The consummation of the transaction is subject to customary conditions, including the receipt of certain required regulatory approvals. The buyer has secured debt financing commitments, but the closing is not contingent on the buyer obtaining this financing.

The closing is anticipated by January 27, 2016, with potential extensions of up to three months if closing conditions are met. If the deal terminates under specific circumstances, such as failure to obtain antitrust approvals or the buyer's financing issues, the buyer will pay TE Connectivity a termination fee of $210,000,000.