On February 28, 2023, EngageSmart, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as the representatives (the “Representatives”) of the underwriters named in Schedule 1 thereto (the “Underwriters”), and certain of the Company’s stockholders, including affiliates of General Atlantic, L.P. and Summit Partners and certain members of the Company’s management (collectively the “Selling Stockholders”), relating to an underwritten public offering (the “Offering”) of 8,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $19.00 per share. Pursuant to the Underwriting Agreement, all 8,000,000 shares of Common Stock are to be sold by the Selling Stockholders. Under the terms of the Underwriting Agreement, certain of the Selling Stockholders granted the Underwriters an option exercisable for 30 days to purchase up to an additional 1,200,000 shares of Common Stock from such Selling Stockholders at the public offering price, less underwriting discounts and commissions. The Offering is expected to close on March 3, 2023, subject to the satisfaction of customary closing conditions.
The offering of the Shares by the Selling Stockholders is being made pursuant to a registration statement on Form S-3 (Registration No. 333-270090) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2023, a prospectus included in the Registration Statement, and a preliminary prospectus supplement and final prospectus supplement, filed with the SEC on February 28, 2023 and March 1, 2023, respectively.
The Company will not receive any of the proceeds from the sale of Shares.
The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing, indemnification obligations of the Company, the Representatives, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
