Mesa Laboratories, Inc. Announces Pricing of Public Offerings of Common Stock and Convertible Senior Notes
Source: Mesa Laboratories, Inc. – August 7, 2019 11:20 PM ET
Lakewood, Colo., Aug. 07, 2019 (GLOBE NEWSWIRE) — Mesa Laboratories, Inc. (NASDAQ: MLAB) (“Mesa”) today announced the pricing of concurrent underwritten public offerings of (a) 375,000 shares of its common stock at a public offering price of $210.00 per share for gross proceeds, before deducting underwriting discounts and commissions and estimated offering expenses, of approximately $78.8 million and (b) $150 million aggregate principal amount of its 1.375% convertible senior notes due 2025 (the “notes”). In addition, Mesa has
granted (a) the underwriters of the common stock offering a 30-day option to purchase up to 56,250 additional shares and (b) the underwriters of the notes offering a 13-day option to purchase up to $22.5 million aggregate principal amount of additional notes. The offerings of the shares and the notes are expected to settle on August 12th, 2019, subject to customary closing conditions. The closing of each offering is not contingent on the closing of the other offering. The offering of the shares is expected to result in approximately $73.9
million in net proceeds to Mesa after deducting underwriting discounts and commissions and other estimated offering expenses payable by Mesa (assuming no exercise of the underwriters’ option to purchase additional shares). The offering of the notes is expected to result in approximately $145.4 million in net proceeds to Mesa after deducting underwriting discounts and commissions and other estimated offering expenses payable by Mesa (assuming no exercise of the underwriters’ option to purchase additional notes).
The notes will be Mesa’s senior unsecured obligations and will bear interest at a rate of 1.375 % per annum, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020. The notes will be convertible at the option of holders in certain circumstances and during certain periods into cash, common stock or a combination thereof, at Mesa’s election, based on an initial conversion rate of 3.5273 shares of common stock per $1,000 principal amount of notes, which is equal to an initial conversion price of approximately $283.50 per share of common stock. The initial conversion price represents a premium of approximately 35% relative to the public offering price per share in the concurrent common stock offering. The notes will mature on August 15, 2025, unless earlier repurchased or converted in accordance with their terms prior to that date. Mesa will not have the right to redeem the notes prior to maturity.
Mesa intends to use the net proceeds from the offerings to continue its acquisition strategy and for general corporate purposes. Mesa has not entered into any agreements with respect to any acquisitions at this time.
Jefferies LLC and J.P. Morgan Securities LLC are acting as the representatives of the underwriters for the offerings. Evercore Group L.L.C. and Wells Fargo Securities, LLC are also acting as book runners on the common stock offering and the notes offering, respectively, and Janney Montgomery Scott LLC is acting as a lead manager on the common stock offering.
The common stock offering and the notes offering are being made pursuant to Mesa’s shelf registration statement (including a base prospectus) and separate preliminary prospectus supplements related to each offering (together with such base prospectus, each a “prospectus”), all of which Mesa filed with the Securities and Exchange Commission (“SEC”). Mesa will file final prospectus supplements related to the offerings with the SEC. Before investing in Mesa’s common stock or notes, investors should read the prospectuses, including the documents incorporated by reference therein, and any free writing prospectus related to the common stock offering and the notes offering. These documents may be freely obtained by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may be obtained, when available, from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, NewYork, NY 10022, or by telephone at 877-821-7388, or by email at Prospectus_Department@Jefferies.com, and from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or by email at email@example.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the shares or notes in any state or jurisdiction in which the offer, solicitation, or sale of the shares or notes would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
About Mesa Laboratories, Inc.
Mesa Laboratories, Inc. designs, manufactures and markets quality control products and services. Mesa is headquartered in Lakewood,
Colorado, and operates out of ten physical locations globally.
Cautionary Language Concerning Forward-Looking Statements
This press release contains forward-looking statements regarding our future business expectations, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, statements regarding the completion of the proposed offerings and the anticipated use of proceeds of the proposed offerings, constitute forward-looking statements identified by words like “believe,” “expect,” “may,” “will,” “should,” “seek,” “anticipate,” or “could” and similar expressions. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, uncertainties related to market conditions and the completion of the offerings on the anticipated terms or at all. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in Mesa’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q on file with the Securities and Exchange Commission and the other reports that Mesa periodically files with the Securities and Exchange Commission. Actual results may differ materially from those Mesa contemplated by these forward-looking statements. These forward-looking statements reflect management’s current views and Mesa does not undertake to update any of these
forward-looking statements to reflect a change in its views or events or circumstances that occur after the date hereof except as required by law.
Gary Owens, President and CEO
John Sakys, CFO
both of Mesa Laboratories, Inc.