Item 1.01. Entry into a Material Definitive Agreement.
On September 13, 2018, NN, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement)
with J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule I thereto (the Underwriters), relating to the public offering of 12,500,000
shares of common stock, par value $0.01 per share
(Common Stock), at a purchase price per share to the public of $16.00 (the Offering Price). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a
30-day
option
to purchase up to an additional 1,875,000 shares of Common Stock at the Offering Price, less any underwriting discounts and commissions.
Net proceeds from the offering will be approximately $188,500,000 (or approximately $216,925,000 if the Underwriters exercise their option to
purchase additional shares of Common Stock in full) after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to repay all
or a portion of the $200,000,000 second lien secured credit facility incurred in connection with the acquisition of Paragon Medical, Inc. and the remaining net proceeds, if any, for general corporate purposes.
The Common Stock was offered and sold pursuant to a preliminary prospectus supplement, dated September 10, 2018, a final prospectus
supplement, dated September 13, 2018, and a base prospectus, dated April 19, 2017, relating to the Companys effective shelf registration statement on Form
S-3
(File
No. 333-216737).
The Company expects the offering to close on or about September 18, 2018.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the Securities Act), other obligations of the parties and termination provisions. A copy of the
Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on
Form 8-K and
is incorporated herein by reference, and the description of the Underwriting Agreement herein is
qualified in its entirety by reference to such exhibit. A copy of the opinion of Bass, Berry & Sims PLC relating to the legality of the issuance and sale of the shares of Common Stock is attached as Exhibit 5.1 to this Current Report
on Form 8-K.