Belden Inc. (BDC) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on July 01, 2026.

In connection with consummation of the RUCKUS Acquisition, on July 1, 2026, Company"), and certain of its U.S. subsidiaries, the Lenders (as defined below) and the Administrative Agent (as defined below) entered into a Term Loan Credit Agreement (the "Term Loan Credit Agreement") by and among the Company, as the borrower, certain U.S. subsidiaries of the Company party thereto as guarantors, JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), and a syndicate of lenders (the "Lenders"). Pursuant to the Term Loan Credit Agreement, the Lenders provided the Company with a $1,850.0 million senior secured term loan credit facility upon the terms and conditions set forth in the Term Loan Credit Agreement (the "Term Loan Credit Facility"). The Term Loan Credit Facility bears interest either, at the Company's election, at term SOFR plus 2.25% or a base rate plus 1.25% per annum. The Term Loan Credit Facility amortizes 0.25% per quarter and matures on July 1, 2033.

The Term Loan Credit Agreement contains customary representations, warranties and affirmative covenants. The Term Loan Credit Agreement also contains customary negative covenants that, among other things, limit the ability of the Company and its subsidiaries to incur additional indebtedness and liens; engage in investments and dispositions; and engage in transactions with affiliates. In addition, the Term Loan Credit Agreement limits certain payments, including dividends. Borrowings under the Term Loan Credit Agreement are permitted to be voluntarily prepaid by the Company. The Term Loan Credit Agreement also contains customary events of default. The Lenders may accelerate repayment of the loans under the Term Loan Credit Agreement if an event of default occurs thereunder.

Additionally, the Term Loan Credit Agreement may require mandatory prepayments of outstanding loans under the Term Loan Credit Agreement upon certain conditions, subject to certain thresholds and exceptions set forth in the Term Loan Credit Agreement. The obligations under the Term Loan Credit Agreement are guaranteed by certain of the Company's U.S. subsidiaries and are secured by a lien on substantially all of the assets of the Company and the guarantors, subject to customary exceptions and exclusions.

Proceeds of the Term Loan Credit Facility were utilized to fund the purchase price for the RUCKUS Acquisition, fees and expenses.

The foregoing description of the Term Loan Credit Agreement is a summary only, does not purport to be complete and is qualified in its entirety by reference to the Term Loan Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference into this Item 1.01.

The representations and warranties contained in the Term Loan Credit Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Term Loan Credit Agreement; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties or any description thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Term Loan Credit Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.

The Lenders that are parties to the Term Loan Credit Agreement and their respective affiliates are full-service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates have provided, and may in the future provide, certain of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.

In addition, in connection with the RUCKUS Acquisition, certain acquired entities were joined as guarantors under the Company's existing revolving credit facility.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/913142/000091314226000029/bdc-20260701.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/913142/000091314226000029/0000913142-26-000029-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.