|
Item 1.01
|
Entry into a Material Definitive Agreement
|
On April 7, 2016, Mercury Systems, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 4,500,000 shares of its common stock, par value $0.01 per share (the “Firm
Shares”) at a price to the public of $19.25 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional 675,000 shares of its common stock (together with the Firm Shares, the
“Shares”) within 30 days after the date of the Underwriting Agreement to cover overallotments, if any. The Company expects to receive approximately $86.6 million in gross proceeds from the offering, excluding the Underwriters’
option to purchase additional shares. The offering is scheduled to close on or about April 13, 2016, subject to customary closing conditions.
On
September 12, 2014, the Securities and Exchange Commission (the “Commission”) declared effective the Registration Statement on Form S-3 (File No. 333-198180) of the Company filed on August 15, 2014, with the Commission (the
“Registration Statement”). The Registration Statement permits the Company to issue, in one or more offerings, securities at an aggregate offering price not to exceed $500,000,000. 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 April 4, 2016 (the “Preliminary Prospectus Supplement”), and final prospectus supplement, dated
April 7, 2016 (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 April 4, 2016, and the Final Prospectus Supplement was filed with the Commission pursuant to Rule 424(b) of the Securities Act on April 8, 2016.
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 to fund a portion of the previously
announced proposed acquisition of the embedded security, RF and microwave, and custom microelectronics businesses of Microsemi, and to pay related expenses and for general corporate purposes.