Item 1.01 Entry into a Material Definitive Agreement.
On September 17, 2018, Presidio, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with AP VIII Aegis Holdings, L.P. (the “Selling Stockholder”) and Citigroup Global Markets Inc. (the “Underwriter”) with respect to a registered underwritten public offering (the “Secondary Offering”) of 3,000,000 shares of the Company’s common stock, par value of $0.01 per share (the “Common Stock”), to be sold by the Selling Stockholder. The Secondary Offering was completed on September 20, 2018.
The Secondary Offering was made pursuant to the Company’s Registration Statement on FormS-3 (RegistrationNo. 333-224462) (the “Registration Statement”), including a prospectus supplement dated September 17, 2018 to the prospectus contained in the Registration Statement, dated May 2, 2018.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Common Stock in the Secondary Offering, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
The Underwriter and its affiliates have provided in the past to the Company and the Company’s affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for the Company and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, the Underwriter and its affiliates may effect transactions for their own account or the account of customers and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans and may do so in the future.
The foregoing description of the Underwriting Agreement 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 hereto as Exhibit 1.1 and incorporated herein by reference.
In connection with the offering by the Selling Stockholder of the Common Stock in the Secondary Offering, the Underwriting Agreement is filed herewith in order to be incorporated by reference into the Registration Statement.
Item 8.01 Other Events.
On September 20, 2018, the Company issued a press release in connection with the closing of the Secondary Offering. The Underwriter agreed to purchase the Common Stock from the Selling Stockholder pursuant to the Underwriting Agreement at a price of $15.24 per share. The Company did not sell any shares of Common Stock and did not receive any proceeds from the Secondary Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
