Montrose Environmental Group Inc. filed SEC Form 8-K: Events That Accelerate or Increase a Direct Financial Obligation
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SECURITIES AND EXCHANGE COMMISSION
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Emerging growth company
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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On January 13, 2025, Montrose Environmental Group, Inc. (the “Company”) received a notice of conversion from OCM Montrose II Holdings, L.P., the holder of all issued and outstanding shares of the Company’s Series A-2 Preferred Stock (the “A-2 Preferred”), in respect of $60.0 million in Stated Value, as defined in the certificate of designation governing the A-2 Preferred (the “Certificate of Designations”), of the A-2 Preferred (such shares of A-2 Preferred, the “Noticed A-2 Shares”). The Certificate of Designation permits the A-2 Preferred holder to convert specified amounts of A-2 Preferred into shares of the Company’s common stock at a discount at specified times. However, the Certificate of Designations permits the Company to redeem for cash any shares of A-2 Preferred submitted for conversion and the Company intends to redeem the Noticed A-2 Shares for cash in lieu of issuing any shares of Company common stock upon the conversion thereof. The Company expects to pay the $60.0 million on or before April 13, 2025 from cash on hand and debt. Following the redemption of the Noticed Shares, approximately $62.2 million of A-2 Preferred will remain outstanding.
The foregoing summary is qualified in its entirety by reference to the complete text of the Certificate of Designations, a copy of which is incorporated by reference as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission on February 29, 2024.
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.
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Montrose Environmental Group, Inc. |
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Date: |
January 17, 2025 |
By: |
/s/ Allan Dicks |
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Name: Allan Dicks |