On September 28, 2021, Montrose Environmental Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and William Blair & Company, L.L.C. as representatives of the several underwriters named therein (collectively, the “Representatives”) relating to the offer and sale by the Company (the “Offering”) of 2,500,000 shares (the “Initial Shares”) of the Company’s common stock, par value $0.000004 per share (the “Common Stock”). The Company will sell the Initial Shares to the underwriters at the public offering price of $62.00 per share less underwriting discounts. In addition, pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 375,000 shares of Common Stock (together with the Initial Shares, the “Shares”) on the same terms and conditions.
The net proceeds to the Company from the Offering are expected to be approximately $147.6 million.
The Offering is being made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-258730) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2021, which became effective upon filing. The Company filed a preliminary and final prospectus supplement with the SEC in connection with the Offering on September 27, 2021 and September 30, 2021, respectively. The Offering is expected to close on October 1, 2021.
The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Registration Statement, preliminary prospectus supplement and final prospectus supplement related to the Offering. The Company has also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In addition, pursuant to the terms of the Underwriting Agreement, the executive officers and directors of the Company have entered into “lock-up” arrangements with the underwriters, which generally prohibit the sale, transfer or other disposition of securities of the Company for a 60-day period, subject to certain exceptions.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated by reference herein.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.