TESSCO TECHNOLOGIES INC: M&A transaction — Tessco completes $160M merger at $9/sh with Lee Equity/Twin Point affiliates

pril 11, 2023, by and between Parent and New Mountain Net Lease Acquisition II Corporation, a Delaware corporation (“Buyer”),

Amendment No. 5 amends and restates the terms of the Company’s previously existing $80.0 million Revolving Credit Facility to increase the revolving credit facility to $105.0 million, on similar but amended terms.

each of J. Timothy Bryan, Matthew W. Brewer, Steven T. Campbell, Stephanie Dismore, Kathleen McLean, Vernon Irvin, and Sandip Mukerjee, comprising all of the members of the Board of Directors of the Company (the “Board”) immediately prior to the Effective Time, resigned from the Board and from all Board committees on which these directors served.

each of J. Timothy Bryan, Matthew W. Brewer, Steven T. Campbell, Stephanie Dismore, Kathleen McLean, Vernon Irvin, and Sandip Mukerjee, comprising all of the members of the Board of Directors of the Company (the “Board”) immediately prior to the Effective Time, resigned from the Board and from all Board committees on which these directors served.

each of J. Timothy Bryan, Matthew W. Brewer, Steven T. Campbell, Stephanie Dismore, Kathleen McLean, Vernon Irvin, and Sandip Mukerjee, comprising all of the members of the Board of Directors of the Company (the “Board”) immediately prior to the Effective Time, resigned from the Board and from all Board committees on which these directors served.

each of J. Timothy Bryan, Matthew W. Brewer, Steven T. Campbell, Stephanie Dismore, Kathleen McLean, Vernon Irvin, and Sandip Mukerjee, comprising all of the members of the Board of Directors of the Company (the “Board”) immediately prior to the Effective Time, resigned from the Board and from all Board committees on which these directors served.

each of J. Timothy Bryan, Matthew W. Brewer, Steven T. Campbell, Stephanie Dismore, Kathleen McLean, Vernon Irvin, and Sandip Mukerjee, comprising all of the members of the Board of Directors of the Company (the “Board”) immediately prior to the Effective Time, resigned from the Board and from all Board committees on which these directors served.

each of J. Timothy Bryan, Matthew W. Brewer, Steven T. Campbell, Stephanie Dismore, Kathleen McLean, Vernon Irvin, and Sandip Mukerjee, comprising all of the members of the Board of Directors of the Company (the “Board”) immediately prior to the Effective Time, resigned from the Board and from all Board committees on which these directors served.

each of J. Timothy Bryan, Matthew W. Brewer, Steven T. Campbell, Stephanie Dismore, Kathleen McLean, Vernon Irvin, and Sandip Mukerjee, comprising all of the members of the Board of Directors of the Company (the “Board”) immediately prior to the Effective Time, resigned from the Board and from all Board committees on which these directors served.

the Company’s Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”).

the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated Bylaws”).

as provided in the Merger Agreement, each share of common stock of the Company, par value $0.01 (the “common stock”), then outstanding was converted into the right to receive $9.00 in cash, without interest (the “Merger Consideration”), other than those shares owned by Parent, the Company or any subsidiary of Parent or the Company (which were cancelled

Upon the Effective Time of the Merger, the Company entered into Amendment No. 5 (“Amendment No. 5”) to the Credit Agreement by and between TESSCO Technologies Incorporated and the other Borrowers and Guarantors party thereto and Wells Fargo Bank, National Association, as administrative agent for the lender group and as a lender. Amendment No. 5 amends and restates the terms of the Company’s previously existing $80.0 million Revolving Credit Facility to increase the revolving credit facility to $105.0 million, on similar but amended terms.

Upon the Effective Time of the Merger, Tessco Incorporated and Tessco Reno Holding LLC, each a subsidiary of the Company, became party by joinder to the Purchase and Sale Agreement dated as of April 11, 2023, by and between Parent and New Mountain Net Lease Acquisition II Corporation, a Delaware corporation (“Buyer”), pursuant to which the Hunt Valley, Maryland property owned by Tessco Incorporated and the Reno, Nevada property owned by Tessco Reno Holding LLC, were acquired by Buyer (the “Purchase Agreement”) on July 17, 2023 in exchange for approximately $32.975 million, without regard to the existing mortgages thereon.

concurrent with the acquisition by Buyer of the Maryland property and Reno property, Tessco Incorporated and Buyer entered into a Lease Agreement in respect of each property under which Tessco Incorporated leased each for at what the Company believes to be market rates (the “Leases”).