Item 1.01 Entry into a Material Definitive Agreement
On May 22, 2019, Mercury Systems, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as the representatives of the several underwriters named therein (collectively, the “Underwriters”). Pursuant to the terms
and conditions of the Underwriting Agreement, the Company agreed to sell 6,000,000 shares of its common stock, par value $0.01 per share (the “Firm Shares”), at a price to the public of $69.00 per share. Pursuant to the Underwriting
Agreement, the Company granted the Underwriters an option to purchase up to an additional 900,000 shares of its common stock (together with the Firm Shares, the “Shares”) within 30 days after the date of the Underwriting Agreement. The
Company expects to receive approximately $395,370,000 in gross proceeds from the offering (after the underwriters’ discount), excluding the Underwriters’ option to purchase additional shares. The offering is scheduled to close on or about
May 28, 2019, subject to customary closing conditions.
On August 28, 2017, the Company filed an automatically effective
Registration Statement on
Form S-3ASR
(File
No. 333-220205)
(the “Registration Statement”) with the Securities and Exchange Commission (the
“Commission”). The Registration Statement permits the Company to issue, in one or more offerings, securities with an unspecified value. The offering is being made pursuant to the Registration Statement and the prospectus included in the
Registration Statement, as supplemented by the preliminary prospectus supplement, dated May 20, 2019 (the “Preliminary Prospectus Supplement”), and final prospectus supplement, dated May 22, 2019 (the “Final Prospectus
Supplement”), relating to the Shares. The Preliminary Prospectus Supplement was filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), on May 20, 2019, and the Final
Prospectus Supplement was filed with the Commission pursuant to Rule 424(b) of the Securities Act on May 23, 2019.
The
Underwriting Agreement contains customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters for losses or damages arising out of or in connection
with the sale of the Shares. In addition, pursuant to the terms of the Underwriting Agreement, the Company and each director and executive officer of the Company has entered into an agreement with the Underwriters, not to sell, transfer or otherwise
dispose of securities of the Company during the
90-day
period following the offering, subject to customary exceptions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference into this Item 1.01. A copy of the opinion of Morgan, Lewis & Bockius LLP relating to the legality of the
issuance and sale of the Shares in the offering is attached hereto as Exhibit 5.1.
Mercury intends to use the net proceeds of the
offering for general corporate purposes, including future acquisitions, the refinancing or repayment of debt, capital expenditures, working capital, or share repurchases.