Commscope Holding Company, Inc.
A maker of the cabling, antennas, and network gear that keep the internet and mobile networks running, CommScope supplies broadband providers, wireless carriers, and businesses with products sold under names like SYSTIMAX and ARRIS. Its roots reach back to a 1953 cable company in Hickory, North Carolina, and in 1961 it spun out a division to build coaxial cable for the young cable-TV industry. Fittingly, its name comes from blending "communications" and "scope," and its SYSTIMAX brand traces its lineage to the old Bell System of AT&T.
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Vanguard Capital Management | 13GPassive | 5.01% | 11.31M | Jul 31, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| The Carlyle Group Inc. | 13D/AActivist | 17.5% | 45.87M | Aug 5, 2025 |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||||
| Carlyle Holdings I GP Inc. | 13D/AActivist | 17.5% | 45.87M | Aug 5, 2025 |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||||
| Carlyle Holdings I GP Sub L.L.C. | 13D/AActivist | 17.5% | 45.87M | Aug 5, 2025 |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||||
| Carlyle Holdings I L.P. | 13D/AActivist | 17.5% | 45.87M | Aug 5, 2025 |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||||
| CG Subsidiary Holdings L.L.C. | 13D/AActivist | 17.5% | 45.87M | Aug 5, 2025 |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||||
| TC Group, L.L.C. | 13D/AActivist | 17.5% | 45.87M | Aug 5, 2025 |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||||
| TC Group Sub L.P. | 13D/AActivist | 17.5% | 45.87M | Aug 5, 2025 |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||||
| TC Group VII S1, L.L.C. | 13D/AActivist | 17.5% | 45.87M | Aug 5, 2025 |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4: Voting Agreement On August 3, 2025, Amphenol Corporation entered into an agreement with the Issuer (the "Purchase Agreement") to purchase the Issuer's Connectivity and Cable Solutions reporting segment in exchange for approximately $10.5 billion in cash (the "Transaction"). In connection with the Purchase Agreement, Carlyle Partners VII entered into a voting and support agreement with Amphenol Corporation (the "Voting Agreement"), pursuant to which, Carlyle Partners VII agreed to, among other things, appear in person or by proxy at the Issuer's stockholder meeting, vote in favor of the adoption of the Purchase Agreement, vote against competing proposals, and not transfer any securities held or to be acquired until the termination of the Voting Agreement, except for certain Permitted Transfers (as defined in the Voting Agreement) subject to conditions set forth therein. The Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Transaction, (ii) receipt of stockholder approval of the Transaction by the Issuer's stockholders, (iii) entry into or effectiveness of an amendment to the Purchase Agreement that adversely affects the Issuer or (iv) the termination of the Purchase Agreement in accordance with its terms. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||||