Belden Inc. (NYSE:BDC), a leading global supplier of specialty networking solutions, today announced the signing of a definitive agreement to sell the Company's Live Media business ("Grass Valley") to Black Dragon Capital, a private equity firm with a focus on technology investment opportunities in disrupted industries. The transaction is expected to close in the first half of 2020, following the receipt of regulatory approvals and other closing conditions.
The transaction consideration includes an upfront cash payment of $140 million plus various forms of deferred consideration, including a $213 million five-year seller's note, subject to adjustments for retained pension liabilities, up to $130 million in PIK interest on the seller's note over its five-year term, and $150 million in potential earn-out payments. The earn-out payments are based on certain performance thresholds. At closing, Belden will deliver the business with an agreed-upon level of cash and other working capital. As previously announced, Grass Valley's financial results will be presented as discontinued operations in our fourth quarter and full year 2019 financial statements.