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Comsearch’s AuctionPlanner Offers Valuable Advantage to 700 MHz FCC Spectrum Bidders

Concise Informational Package Supports, Simplifies Planning for Auction

WESTCHESTER, IL, December 4, 2007—Bidders in the upcoming US Federal Communications Commission auction of 700 MHz spectrum can arm themselves with a valuable advantage-the new 700 MHz AuctionPlannerTM product from Comsearch, an Andrew Corporation company.

AuctionPlanner provides the critical information that spectrum bidders need to assess the incumbent environment both prior to and after the January 24, 2008 auction of the 700 MHz frequency band, now used for television broadcasting. AuctionPlanner enables users to easily identify current TV stations that operate in the band, supported by customizable maps and spreadsheets that detail existing coverage areas, operating parameters, station classifications and ownership information. AuctionPlanner also helps to provide estimates of the number of sites required to achieve FCC wireless network build-out requirements.

"Reliable, complete information is critical to be successful in the upcoming 700 MHz spectrum auction," said Chris Hardy, vice president and general manager, Comsearch. "AuctionPlanner is easy to use and its wealth of data is organized specifically to benefit spectrum bidders. With AuctionPlanner, customers can easily and quickly assess the spectrum encumbrances and make sound strategic decisions on their bidding process. In addition, the new 700 MHz licensees will rely on the timely transition of analog and digital TV stations to their final digital channel allotments. The clear picture offered by AuctionPlanner of the current operating TV stations will help 700 MHz bidders evaluate whether any incumbency issues remain in a market, and aid in monitoring the successful transition of TV stations out of the signal band after the auction."

Comsearch has assisted numerous bidders in past FCC spectrum auctions through the wealth of data available through its AuctionPlanner products. With 700 MHz AuctionPlanner, users can:
  • Easily identify the analog, digital, low power and translator TV stations in a regional economic area grouping (REAG), economic area (EA) or cellular market area (CMA)
  • Focus only on the specific TV channels of concern and their current Grade B service areas using detailed maps
  • Estimate build-out coverage information and provide an initial view into the potential challenges of meeting FCC network build-out requirements
  • Quickly assess specific TV station operating parameters, station classification, ownership information, and statistics on the number of sites required to achieve build-out requirements
Additional product information and details are available at www.comsearch.com.

Comsearch, an Andrew company, has 30 years of experience providing spectrum management and software and data solutions to the wireless markets. Solutions focus on key areas of spectrum management including strategic consultation, wireless engineering, frequency planning and administration, and monitoring and interference measurements. Its experienced engineers, software products, and information databases have addressed the specific challenges of network design and spectrum management for the evolving wireless industry.HICKORY, N.C., Dec. 27 /PRNewswire-FirstCall/—CommScope, Inc. (NYSE: CTV) today announced that it has completed its acquisition of Andrew Corporation (Nasdaq: ANDW) for a total purchase price of approximately $2.65 billion. As of today, Andrew will become a wholly-owned subsidiary of CommScope.

"We are delighted with the closing of the Andrew transaction, which marks a new chapter in the history of our company," said Frank M. Drendel, chairman and chief executive officer of CommScope. "We believe this combination will further enhance CommScope's position as a worldwide leader in 'last mile' solutions. Combining our innovative technologies, premier brands and a top- tier customer base, we expect to expand our global service model and create an enhanced offering of communications infrastructure solutions that addresses a broader spectrum of customer needs. With this acquisition, we are advancing CommScope's stated global 'last mile' strategy while creating important cost reduction and growth opportunities that we believe will drive increased shareholder value.

"We look forward to working with Andrew's talented team to quickly and smoothly integrate their operations into CommScope. As we continue to invest in the combined business for profitable growth, the talented and dedicated employees of both Andrew and CommScope will continue to play a critical role in the success of the combined company. CommScope is a proven and successful integrator of strategic transactions and we expect to begin realizing the benefits of this combination immediately and enjoy them fully over the next few years," added Mr. Drendel.

Andrew stockholders will receive, for each Andrew share, $13.50 in cash and 0.031543 shares of CommScope common stock. This fractional share of CommScope common stock was calculated according to the terms of the merger agreement by dividing $1.50 by $47.554, which was the volume weighted average of the closing sale prices for a share of CommScope common stock over the ten consecutive trading days ending on December 24, 2007.

Financing and Interest Rate Swap
CommScope funded the transaction through a combination of senior secured credit facilities and available cash on hand. The $2.5 billion senior secured credit facilities consist of a $1.35 billion seven-year senior secured term loan facility with an interest rate of LIBOR plus 250 basis points, a $750 million six-year senior secured term loan facility with an initial interest rate of LIBOR plus 225 basis points and a $400 million six-year senior secured revolving credit facility with an initial interest rate of LIBOR plus 225 basis points. These debt commitments provide for a weighted average initial, variable interest rate of LIBOR plus approximately 241 basis points on the senior secured term loans. At closing, no funds had been borrowed from the revolving credit facility.

CommScope also announced that it has entered into an interest rate swap in order to fix the LIBOR interest rate for an initial $1.5 billion of the overall credit facility. Through this swap CommScope fixed the following amounts at a LIBOR rate of 4.07750%:

  • $1.5 billion from December 27, 2007 through December 31, 2008
  • $1.3 billion from January 1, 2009 through December 31, 2009
  • $1.0 billion from January 2, 2010 through December 31, 2010
  • $400 million from January 1, 2011 through December 31, 2011
Advisors
Banc of America Securities LLC acted as financial advisor to CommScope in connection with this acquisition and Duff & Phelps LLC provided a fairness opinion to CommScope. Fried, Frank, Harris, Shriver & Jacobson LLP, Baker & McKenzie LLP and Robinson, Bradshaw & Hinson, P.A. acted as CommScope's outside legal counsel. Citi acted as the primary financial advisor to Andrew, and Merrill Lynch provided a fairness opinion. Mayer Brown LLP acted as Andrew's primary outside legal counsel. Banc of America Securities LLC and Wachovia Capital Markets, LLC acted as Joint Lead Arrangers and Joint Bookrunners in connection with the credit facilities.

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About CommScope:

CommScope, Inc. (NYSE: CTV – www.commscope.com) is a world leader in infrastructure solutions for communication networks. Through its Andrew® brand, it is a global leader in radio frequency subsystem solutions for wireless networks. Through its SYSTIMAX® and Uniprise® brands, CommScope is a world leader in network infrastructure solutions, delivering a complete end-to-end physical layer solution, including cables and connectivity, enclosures, intelligent software and network design services, for business enterprise applications. CommScope also is the premier manufacturer of coaxial cable for broadband cable television networks and one of the leading North American providers of environmentally secure cabinets for DSL and FTTN applications. Backed by strong research and development, CommScope combines technical expertise and proprietary technology with global manufacturing capability to provide customers with infrastructure solutions for evolving global communications networks in more than 130 countries around the world.

This press release includes forward-looking statements that are based on information currently available to management, management's beliefs, as well as on a number of assumptions concerning future events. Forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, which could cause the actual results to differ materially from those currently expected. For a more detailed description of the factors that could cause such a difference, please see CommScope's filings with the Securities and Exchange Commission. In providing forward-looking statements, the company does not intend, and is not undertaking any obligation or duty, to update these statements as a result of new information, future events or otherwise.

For Further Information Contact:

Bill Walter (CommScope News Media)
e-mail: publicrelations@andrew.com
(708) 236-6593

Phil Armstrong (CommScope Investor)
e-mail: phil.armstrong@commscope.com
(828) 323-4848

  


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