

	September 30, 2021			December 31, 2020
7.125% senior notes due July 2028	$	700.0		$	700.0
5.00% senior notes due March 2027		750.0			750.0
8.25% senior notes due March 2027		1,000.0			1,000.0
6.00% senior notes due June 2025		1,300.0			1,300.0
4.75% senior secured notes due September 2029		1,250.0			—
6.00% senior secured notes due March 2026		1,500.0			1,500.0
5.50% senior secured notes due March 2024		—			1,250.0
Senior secured term loan due April 2026		3,136.0			3,160.0
Senior secured revolving credit facility		—			—
Total principal amount of debt	$	9,636.0		$	9,660.0
Less: Original issue discount, net of amortization		(21.5	)		(24.8	)
Less: Debt issuance costs, net of amortization		(101.5	)		(114.6	)
Less: Current portion		(32.0	)		(32.0	)
Total long-term debt	$	9,481.0		$	9,488.6

See Note 8 in the Notes to Consolidated Financial Statements in the 2020 Annual Report for additional information on the terms and conditions of the Company’s debt obligations except the new 4.75% senior secured notes due 2029 (the 2029 Secured Notes), which are described below.

On August 23, 2021, the Company issued $1,250.0 million aggregate principal amount of the 2029 Secured Notes. The Company will pay interest on the 2029 Secured Notes semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2022. Unless repurchased or redeemed earlier, the 2029 Secured Notes will mature on September 1, 2029. The 2029 Secured Notes were offered in a private placement exempt from registration under the Securities Act of 1933, as amended (the Securities Act), to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside of the United States in reliance on Regulation S under the Securities Act. The Company used the net proceeds from the offering of the 2029 Secured Notes, together with cash on hand, to redeem and retire all of the outstanding 5.50% senior secured notes due 2024 (the 2024 Secured Notes) and pay fees and expenses related to the transaction. The redemption of the 2024 Secured Notes resulted in a charge of $34.4 million, reflected in other expense, net, and the write-off of $9.9 million of debt issuance costs, reflected in interest expense, during the three and nine months ended September 30, 2021.

The 2029 Secured Notes are guaranteed on a senior secured basis by CommScope Holding Company, Inc. and each of CommScope, Inc.’s existing and future wholly owned domestic restricted subsidiaries that is an obligor under the senior secured credit facilities or certain other debt, subject to certain exceptions. The 2029 Secured Notes and the related guarantees are secured on a first-priority basis by security interests in all of the assets that secure indebtedness under the 2026 Term Loan (as defined below) on a first-priority basis, and on a second-priority basis in all assets that secure the Revolving Credit Facility (as defined below) on a first-priority basis and the 2026 Term Loan on a second-priority basis. The 2029 Secured Notes and the related guarantees rank senior in right of payment to all of CommScope, Inc.’s and the guarantors’ subordinated indebtedness and equally in right of payment with all of CommScope, Inc.’s and the guarantors’ senior indebtedness (without giving effect to collateral arrangements), including the senior secured credit facilities and the Company’s other senior notes. The 2029 Secured Notes and the related guarantees are effectively subordinated to any of CommScope, Inc.’s or the guarantors’ indebtedness that is secured by assets that do not constitute collateral for the 2029 Secured Notes and effectively subordinated to any of CommScope, Inc.’s or the guarantors’ indebtedness that is secured by a senior-priority lien, including under the senior secured asset-based revolving credit facility (the Revolving Credit Facility), in each case to the extent of the value of the assets securing such indebtedness. In addition, the 2029 Secured Notes and related guarantees are structurally subordinated to all existing and future liabilities (including trade payables) of CommScope, Inc.’s subsidiaries that do not guarantee the 2029 Secured Notes.

The 2029 Secured Notes may be redeemed prior to maturity under certain circumstances. Upon certain change of control events, the 2029 Secured Notes may be redeemed at the option of the holders at 101% of their principal amount, plus accrued and unpaid interest. The 2029 Secured Notes may be redeemed by CommScope, Inc. on or after September 1, 2024 at the redemption prices specified in the indenture governing the 2029 Secured Notes. Prior to September 1, 2024, the 2029 Secured Notes may be redeemed by CommScope, Inc. at a redemption price equal to 100% of their principal amount, plus a make-whole premium (as specified in the indenture governing the 2029 Secured Notes), plus accrued and unpaid interest. Prior to September 1, 2024, under certain circumstances, CommScope, Inc. may also redeem up to 40% of the aggregate principal amount of the 2029 Secured Notes at a redemption price of 104.750%, plus accrued and unpaid interest, using the proceeds of certain equity offerings. At any time prior to September 1, 2024, CommScope, Inc. may redeem during each calendar year up to 10% of the aggregate principal amount of the 2029 Secured Notes at a redemption price equal to 103% of the aggregate principal amount of the 2029 Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

In connection with issuing the 2029 Secured Notes, the Company incurred costs of $11.8 million during the three and nine months ended September 30, 2021, which were recorded as a reduction of the carrying amount of the debt and are being amortized over the term of the 2029 Secured Notes.

During the three and nine months ended September 30, 2021, the Company did not borrow under the Revolving Credit Facility. As of September 30, 2021, the Company had no outstanding borrowings under the Revolving Credit Facility and had availability of $686.4 million, after giving effect to borrowing base limitations and outstanding letters of credit.

During the three and nine months ended September 30, 2021, the Company made quarterly scheduled amortization payments totaling $8.0 million and $24.0 million, respectively, on the senior secured term loan due in 2026 (the 2026 Term Loan). The current portion of long-term debt reflects $32.0 million of repayments due under the 2026 Term Loan.

No portion of the 2026 Term Loan was reflected as a current portion of long-term debt as of September 30, 2021 related to the potentially required excess cash flow payment because the amount that may be payable in 2022, if any, cannot currently be reliably estimated. There is no excess cash flow payment required in 2021 related to 2020.

The following table summarizes scheduled maturities of long-term debt as of September 30, 2021:


	Remainder of 2021		2022		2023		2024		2025		Thereafter
Scheduled maturities of long-term debt	$	8.0	$	32.0	$	32.0	$	32.0	$	1,332.0	$	8,200.0

The Company’s non-guarantor subsidiaries held $3,205 million, or 24%, of total assets and $1,021 million, or 8%, of total liabilities as of September 30, 2021 and accounted for $695 million, or 33%, and $1,990 million, or 31%, of net sales for the three and nine months ended September 30, 2021, respectively. As of December 31, 2020, the non-guarantor subsidiaries held $3,488 million, or 26%, of total assets and $956 million, or 8%, of total liabilities. For the three and nine months ended September 30, 2020, the non-guarantor subsidiaries accounted for $637 million, or 29% and $1,834 million, or 29%, of net sales, respectively. All amounts presented exclude intercompany balances.

The weighted average effective interest rate on outstanding borrowings, including the impact of the interest rate swap, and the amortization of debt issuance costs and original issue discount, was 5.74% and 5.86% as of September 30, 2021 and December 31, 2020, respectively.