CommScope Holding Company, Inc. (NasdaqGS:COMM) entered into a definitive agreement to acquire Telecom, Enterprise and Wireless business of TE Connectivity Ltd. (NYSE:TEL) for $3 billion in cash on January 27, 2015. CommScope Holding Company will also assume $59 million of liabilities of the business. CommScope expects to finance the transaction through the use of cash on hand and up to $3 billion of incremental debt, and has received debt financing commitments from J.P. Morgan Securities LLC, BofA Merrill Lynch, Deutsche Bank and Wells Fargo. The Telecom, Enterprise and Wireless Business of TE Connectivity Ltd. generated annual revenues of approximately $1.9 billion, operating income of $1.76 billion, net income of $73.89 million, shareholders' equity of $1.45 billion in its fiscal year ended September 26, 2014. The sale price represents approximately 10x adjusted EBITDA. The sale does not include TE's Subsea Communications or Data Communications businesses, which also report into TE's Network Solutions segment. Upon completion of the transaction, Eddie Edwards, along with other members of the CommScope executive management team, will continue to lead the company. The members of the TE Connectivity leadership team will join CommScope management upon closing of the transaction. CommScope corporate headquarters will remain in Hickory, North Carolina. CommScope Holding Company will have to pay $210 million in case of termination. The transaction is expected to be in excess of 20% accretive by the end of the first full year after closing and on a pro forma basis. The transaction is subject to consummation of contemplated financing, regulatory approvals and other customary closing conditions and is expected to close by December 31, 2015. The transaction was unanimously approved by the Boards of Directors of CommScope Holding and also approved by the Board of TE Connectivity. The majority of the proceeds from the sale will be used by TE Connectivity for share repurchase with proceeds also being used to make strategic investments in the company's connectivity and sensor businesses. As of April 14, 2015, the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice have granted early termination of the waiting period under HSR Antitrust Improvements Act. The transaction expected to close by the end of 2015 and subject to contemplated financing and other customary closing conditions. As of June 23, 2015, the deal has been approved by the European Commission.

CommScope Technologies Finance LLC will raise $500 million in aggregate principal amount of senior secured notes due 2020 by the secured notes issuer and $1.5 billion in aggregate principal amount of senior unsecured notes due 2025, proceeds of which will be used to fund acquisition. Centerview Partners LLC, Goldman Sachs & Co. and Citigroup Inc. acted as financial advisors and Alan Klein, Eric Swedenburg, Jakob Rendtorff, Jasmine Kaufman, Hana Nah, Greg Grogan, David Teigman, Alina Finkelshteyn, Patricia Adams, Lori Lesser, Marcela Robledo, Josh Walker, Michelle Morad, Gary Mandel, Sophie Staples, Matt Reilly, Bill Kearny, John Goheen, Alden Millard, Nick Goldin, David Caldwell, Scott Dyer, Krista McManus and Adeeb Fadil of Simpson Thacher & Bartlett LLP and Sutherland Asbill & Brennan LLP acted as legal advisors to TE Connectivity. Allen & Company LLC, Ajay Shah, Chris Colpitts, Whit Rappole, Jim Ratigan and Lee Counselman of Deutsche Bank AG, J.P. Morgan Securities LLC, Merrill Lynch & Co., Inc., Wells Fargo Securities, LLC acted as financial advisors and C. Mark Kelly and William Snyder of Alston & Bird, LLP, Baker & McKenzie LLP, David Wales of Jones Day and Patrick Shannon, Jason Licht, John Kim, Alexandra Fox, Jeffrey Chenard, Scott Forchheimer, Jonathan Homer and Keely O'Malley of Latham & Watkins LLP acted as legal advisors to CommScope Holding Company. Minh Van Ngo of Cravath, Swaine & Moore LLP acted as legal advisor for J.P. Morgan Securities LLC. Gillian Holgate, Rakesh Rathod, Angela Cheung, Matthew Farrington, Susie Chen, Cathleen McLaughlin, Jose-Carlos Vera, Loren Thomas, Yara Martinez, Wei-Jin Lee, Nicole Rondy, Pete Beer, Richard Kim, Chris Zhu, Simon Shi, Adrien Pastorelli, Marc Feider, Ajay Kidambi, Adam Cleal, Susanne Wilkins, Emma Bichard, David Cummings, Gaby Czarnota, Carly-Jane Raines, Mark Mansell, Alex Winter, Jim Ford of Allen & Overy acted as a legal advisors to TE Connectivity Ltd. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Goldman Sachs.