SP Plus Corporation (NASDAQ:SP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
On June 21, 2017, SP Plus Corporation (the Company) entered into an Underwriting Agreement (the Underwriting Agreement) by and among Kohlberg CPC Rep, L.L.C. and 2929 CPC Holdco, LLC (together, the Selling Stockholders), the Company and Morgan Stanley & Co. LLC (the Underwriter), providing for the sale of an aggregate of 1,354,418 shares (the Shares) of the common stock, par value $0.001 per share (Common Stock), of the Company in an underwritten public offering (the Offering). The Shares being sold in the Offering represent all of the remaining shares of Common Stock held by the Selling Stockholders. to the Underwriting Agreement, the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, the Shares at a price per share of $28.25, subject to the terms and conditions of the Underwriting Agreement.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities. Additionally, to the Underwriting Agreement, the Selling Stockholders have agreed to reimburse the Company for any expenses that the Company incurs in connection with the Offering. The closing of the Offering is expected to take place on June 27, 2017, subject to the satisfaction of customary closing conditions.
The Offering is being made only by means of a prospectus. A shelf registration statement (including a prospectus) on Form S-3 (File No. 333-187680) relating to the offering of shares of Common Stock by the Selling Stockholders was previously filed by the Company with the Securities and Exchange Commission (the SEC) on April 2, 2013, and a final prospectus supplement relating to the Offering, dated June 21, 2017, was filed by the Company with the SEC on June 23, 2017.
The description of the Underwriting Agreement set forth above in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit 1.1 Underwriting Agreement, dated June 21, 2017, by and among Morgan Stanley & Co. LLC, SP Plus Corporation, Kohlberg CPC Rep, L.L.C. and 2929 CPC Holdco, LLC.