Item 1.01
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Entry into a Material Definitive Agreement
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On January 26, 2017, Mercury Systems, Inc. (the
Company) entered into an underwriting agreement (the Underwriting Agreement) with Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 $33.00 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 to cover overallotments, if any. The Company expects to receive approximately $188.1 million 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 February 1, 2017, 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 January 24, 2017 (the Preliminary Prospectus Supplement), and final prospectus supplement, dated January 26, 2017 (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 January 24, 2017, and the
Final Prospectus Supplement was filed with the Commission pursuant to Rule 424(b) of the Securities Act on January 27, 2017.
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, refinancing or repayment of debt,
working capital, share repurchases or capital expenditures.