false 0001643615 0001643615 2021-09-28 2021-09-28





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 28, 2021



Montrose Environmental Group, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-39394   46-4195044

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


5120 Northshore Drive, North Little Rock, AR   72118
(Address of principal executive offices)   (Zip Code)

(501) 900-6400

(Registrant’s telephone number, including area code)

Not applicable

(former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common stock, $0.000004 par value per share    MEG    New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 8.01.

Other Events.

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.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.   


1.1    Underwriting Agreement by and among the Company and the Representatives, dated as of September 28, 2021
5.1    Opinion of Gibson, Dunn & Crutcher LLP
23.1    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
104    Cover Page Interactive Data File – The cover page from the Company’s Current Report on Form 8-K filed on September 30, 2021 is formatted in Inline XBRL (included as Exhibit 101).


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Montrose Environmental Group, Inc.
Date: September 30, 2021     By:  

/s/ Allan Dicks

      Name: Allan Dicks
      Title: Chief Financial Officer
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