UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events
On April 17, 2024, Montrose Environmental Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, William Blair & Company, L.L.C., and Evercore Group 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 3,000,000 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 $37.15 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 450,000 shares of Common Stock (together with the Initial Shares, the “Shares”) on the same terms and conditions as the Initial Shares (the “Option”). On April 18, 2024, the underwriters exercised the Option in full.
The net proceeds to the Company from the Offering after deducting underwriting discounts and commissions and estimated offering expenses payable by us, including the Option, are expected to be approximately $121.8 million.
The Offering is being made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-278725) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2024, which became effective upon filing. The Company filed a preliminary and final prospectus supplement with the SEC in connection with the Offering on April 16, 2024 and April 19, 2024, respectively. The Offering and the Option are expected to close on April 22, 2024.
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 Representatives, 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 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. | Description | |
| 1.1 | Underwriting Agreement by and among the Company and the Representatives, dated as of April 17, 2024 | |
| 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 April 19, 2024 is formatted in Inline XBRL (included as Exhibit 101). | |
SIGNATURES
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: April 19, 2024 | By: | /s/ Allan Dicks | ||||
| Name: Allan Dicks | ||||||
| Title: Chief Financial Officer | ||||||