Belden Announces Mandatory Conversion of 6.75% Series B Mandatory Convertible Preferred Stock

Business Wire 11-Jul-2019 8:00 AM

Belden Inc. (NYSE:BDC), a global leader in high quality, end-to-end signal transmission solutions for mission-critical applications, today announced that, in accordance with Belden's Certificate of Designations, all of its outstanding 6.75% Series B Mandatory Convertible Preferred Stock (the "Mandatory Convertible Preferred Stock") will automatically convert into shares of Belden common stock on July 15, 2019 (the "Mandatory Conversion Date"), at the conversion rate of 132.50 shares of common stock per share of Mandatory Convertible Preferred Stock ((or 1.3250 shares of common stock per depositary share, NYSE:BDC) (the "Depositary Shares")). Belden will issue cash in lieu of any fractional shares of common stock.

As previously announced, Belden's board of directors has declared a regular and final quarterly dividend on the Mandatory Convertible Preferred Stock of $168.75 per share (or $1.6875 per Depositary Share). The dividend will be payable in cash on the Mandatory Conversion Date to the holders of Mandatory Convertible Preferred Stock as of the close of business on July 1, 2019.

The conversion of the Mandatory Convertible Preferred Stock will result in the issuance of approximately 6.9 million shares of Belden common stock on the Mandatory Conversion Date (assuming no early conversions). As of July 9, 2019, Belden had 38,929,956 shares of common stock outstanding.

Upon conversion, the Mandatory Convertible Preferred Stock will be automatically extinguished and discharged and no longer be deemed outstanding for all purposes (without the requirement of any further action on behalf of Belden, holders of the Mandatory Convertible Preferred Stock, holders of Depositary Shares, or any other person). Following the conversion, the Depositary Shares will be delisted from trading on the New York Stock Exchange.

About Belden

Belden Inc. delivers a comprehensive product portfolio designed to meet the mission-critical network infrastructure needs of industrial and enterprise markets. With innovative solutions targeted at reliable and secure transmission of rapidly growing amounts of data, audio and video needed for today's applications, Belden is at the center of the global transformation to a connected world. Founded in 1902, the company is headquartered in St. Louis and has manufacturing capabilities in North and South America, Europe and Asia. For more information, visit us at www.belden.com or follow us on Twitter @BeldenInc.

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