SP Plus Corporation (NASDAQ:SP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
On May 10, 2017, Kohlberg CPC Rep, L.L.C. and 2929 CPC Holdco, LLC (together, the “Selling Stockholders”) consummated the sale of an aggregate of 3,600,000 shares (the “Firm Shares”) of the common stock, par value $0.001 per share (“Common Stock”), of SP Plus Corporation (the “Company”) in an underwritten public offering (the “Offering”), as contemplated by the Underwriting Agreement (as defined herein). In connection with the Offering, on May 10, 2017, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Selling Stockholders, the Company and Morgan Stanley & Co. LLC (the “Underwriter”). to the Underwriting Agreement, the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, the Firm Shares at a price per share of $29.20, subject to the terms and conditions of the Underwriting Agreement. The Underwriting Agreement provides the Underwriter with a 30-day option to purchase up to an aggregate of 540,000 additional shares of Common Stock from the Selling Stockholders, at the price of $29.20 per share.
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. The closing of the Offering is expected to take place on May 16, 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, 2015, and a final prospectus supplement relating to the Offering, dated May 12, 2017, was filed by the Company with the SEC on May 12, 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
(d) Exhibits
Exhibit 1.1 Underwriting Agreement, dated May 10, 2017, among Morgan Stanley & Co. LLC, SP Plus Corporation, Kohlberg CPC Rep, L.L.C. and 2929 CPC Holdco, LLC.
