Mesa Laboratories, Inc. Announces Pricing of Public Offerings of Common Stock and Convertible Senior Notes
August 07 2019 - 11:20PM
Mesa Laboratories, Inc. (NASDAQ: MLAB) (“Mesa”) today announced the
pricing of concurrent underwritten public offerings of (a) 375,000
shares of its common stock at a public offering price of $210.00
per share for gross proceeds, before deducting underwriting
discounts and commissions and estimated offering expenses, of
approximately $78.8 million and (b) $150 million aggregate
principal amount of its 1.375% convertible senior notes due 2025
(the “notes”). In addition, Mesa has granted (a) the underwriters
of the common stock offering a 30-day option to purchase
up to 56,250 additional shares and (b) the underwriters of the
notes offering a 13-day option to purchase up to $22.5 million
aggregate principal amount of additional notes. The offerings of
the shares and the notes are expected to settle on August 12th,
2019, subject to customary closing conditions. The closing of each
offering is not contingent on the closing of the other offering.
The offering of the shares is expected to result in approximately
$73.9 million in net proceeds to Mesa after deducting underwriting
discounts and commissions and other estimated offering expenses
payable by Mesa (assuming no exercise of the underwriters’ option
to purchase additional shares). The offering of the notes is
expected to result in approximately $145.4 million in net proceeds
to Mesa after deducting underwriting discounts and commissions and
other estimated offering expenses payable by Mesa (assuming no
exercise of the underwriters’ option to purchase additional notes).
The notes will be Mesa’s senior unsecured obligations and will
bear interest at a rate of 1.375 % per annum, payable semi-annually
in arrears on February 15 and August 15 of each year, commencing on
February 15, 2020. The notes will be convertible at the option of
holders in certain circumstances and during certain periods into
cash, common stock or a combination thereof, at Mesa’s election,
based on an initial conversion rate of 3.5273 shares of common
stock per $1,000 principal amount of notes, which is equal to an
initial conversion price of approximately $283.50 per share of
common stock. The initial conversion price represents a premium of
approximately 35% relative to the public offering price per share
in the concurrent common stock offering. The notes will mature on
August 15, 2025, unless earlier repurchased or converted in
accordance with their terms prior to that date. Mesa will not have
the right to redeem the notes prior to maturity.
Mesa intends to use the net proceeds from the offerings to
continue its acquisition strategy and for general corporate
purposes. Mesa has not entered into any agreements with respect to
any acquisitions at this time.
Jefferies LLC and J.P. Morgan Securities LLC are acting as the
representatives of the underwriters for the offerings. Evercore
Group L.L.C. and Wells Fargo Securities, LLC are also acting as
book runners on the common stock offering and the notes offering,
respectively, and Janney Montgomery Scott LLC is acting as a lead
manager on the common stock offering.
The common stock offering and the notes offering are being made
pursuant to Mesa’s shelf registration statement (including a base
prospectus) and separate preliminary prospectus supplements related
to each offering (together with such base prospectus, each a
“prospectus”), all of which Mesa filed with the Securities and
Exchange Commission (“SEC”). Mesa will file final prospectus
supplements related to the offerings with the SEC. Before investing
in Mesa’s common stock or notes, investors should read the
prospectuses, including the documents incorporated by reference
therein, and any free writing prospectus related to the common
stock offering and the notes offering. These documents may be
freely obtained by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, copies may be obtained, when available,
from Jefferies LLC, Attention: Equity Syndicate Prospectus
Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or
by telephone at 877-821-7388, or by email at
Prospectus_Department@Jefferies.com, and from J.P. Morgan
Securities LLC, Attention: Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, or by telephone at
(866) 803-9204, or by email
at prospectus-eq_fi@jpmchase.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer or
sale of, the shares or notes in any state or jurisdiction in which
the offer, solicitation, or sale of the shares or notes would be
unlawful prior to the registration or qualification thereof under
the securities laws of any such state or jurisdiction.
About Mesa Laboratories, Inc.Mesa Laboratories,
Inc. designs, manufactures and markets quality control products and
services. Mesa is headquartered in Lakewood, Colorado, and operates
out of ten physical locations globally.
Cautionary Language Concerning Forward-Looking
Statements
This press release contains forward-looking statements regarding
our future business expectations, which are subject to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Investors are cautioned that statements in this press
release which are not strictly historical statements, including,
without limitation, statements regarding the completion of the
proposed offerings and the anticipated use of proceeds of the
proposed offerings, constitute forward-looking statements
identified by words like “believe,” “expect,” “may,” “will,”
“should,” “seek,” “anticipate,” or “could” and similar expressions.
Such forward-looking statements are subject to a number of risks
and uncertainties that could cause actual results to differ
materially from those anticipated, including, without limitation,
uncertainties related to market conditions and the completion of
the offerings on the anticipated terms or at all. These and other
risks and uncertainties are described in greater detail in the
section entitled “Risk Factors” in Mesa’s most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q on file
with the Securities and Exchange Commission and the other reports
that Mesa periodically files with the Securities and Exchange
Commission. Actual results may differ materially from those Mesa
contemplated by these forward-looking statements. These
forward-looking statements reflect management’s current views and
Mesa does not undertake to update any of these forward-looking
statements to reflect a change in its views or events or
circumstances that occur after the date hereof except as required
by law.
Contact:
Gary Owens, President and CEO
John Sakys, CFO
both of Mesa Laboratories, Inc.
303-987-8000
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