--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-081999" form_type: "8-K" ticker: null cik: "0000927355" company_name: "TESSCO TECHNOLOGIES INC" filed_at: "2023-07-18T23:59:59+00:00" generated_at: "2026-06-13T07:25:32.495712+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Tessco completes $160M merger at $9/sh with Lee Equity/Twin Point affiliates ## Summary - Deal closed July 17, 2023; shareholders to receive $9.00 per share in cash. - Enterprise value approximately $160 million. - Tessco to delist from Nasdaq; trading suspended after July 17 close. - Concurrent sale/leaseback of Hunt Valley, MD and Reno, NV properties for ~$32.975M. - All board members resigned effective at close as per Merger Agreement. ## SEC filing metadata - accession: 0001104659-23-081999 - form_type: 8-K - cik: 0000927355 - company_name: TESSCO TECHNOLOGIES INC - filed_at: 2023-07-18T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/tm2321420d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-081999 - JSON: https://secwatch.observer/filing/0001104659-23-081999.json - Plain text: https://secwatch.observer/filing/0001104659-23-081999.txt ## Key facts - Debt Financings TESSCO TECHNOLOGIES INC incurred lease obligation with New Mountain Net Lease Acquisition II Corporation. - Instrument: lease obligation - Counterparty: New Mountain Net Lease Acquisition II Corporation - Event: incurrence source text: pril 11, 2023, by and between Parent and New Mountain Net Lease Acquisition II Corporation, a Delaware corporation (“Buyer”), evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Debt Financings TESSCO TECHNOLOGIES INC amended revolving credit of $105.0 million with Wells Fargo Bank, National Association. - Instrument: revolving credit - Principal: $105.0 million - Counterparty: Wells Fargo Bank, National Association - Event: amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Executive change Stephanie Dismore resigned as Director at TESSCO TECHNOLOGIES INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Executive change Vernon Irvin resigned as Director at TESSCO TECHNOLOGIES INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Executive change Sandip Mukerjee resigned as Director at TESSCO TECHNOLOGIES INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Executive change Matthew W. Brewer resigned as Director at TESSCO TECHNOLOGIES INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Executive change Kathleen McLean resigned as Director at TESSCO TECHNOLOGIES INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Executive change Steven T. Campbell resigned as Director at TESSCO TECHNOLOGIES INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Executive change J. Timothy Bryan resigned as Director at TESSCO TECHNOLOGIES INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Governance Changes TESSCO TECHNOLOGIES INC: Amended and restated Certificate of Incorporation in its entirety. - Change: charter amendment source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Governance Changes TESSCO TECHNOLOGIES INC: Amended and restated Bylaws in their entirety. - Change: bylaw amendment source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - M&A Transactions TESSCO TECHNOLOGIES INC underwent a change of control involving Alliance USAcqCo 2, Inc. and Alliance USAcqCo 2 Merger Sub, Inc. for $9.00 in cash (closed 2023-07-17). - Action: change of control - Counterparty: Alliance USAcqCo 2, Inc. and Alliance USAcqCo 2 Merger Sub, Inc. - Consideration: $9.00 in cash - Closing: 2023-07-17 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Material Agreements TESSCO TECHNOLOGIES INC entered into Amendment No. 5 to the Credit Agreement with Wells Fargo Bank, National Association valued at $105.0 million. - Action: entry - Agreement: credit facility - Counterparty: Wells Fargo Bank, National Association - Value: $105.0 million source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Material Agreements TESSCO TECHNOLOGIES INC entered into Purchase Agreement with New Mountain Net Lease Acquisition II Corporation valued at approximately $32.975 million (effective 2023-07-17). - Action: entry - Agreement: asset purchase - Counterparty: New Mountain Net Lease Acquisition II Corporation - Value: approximately $32.975 million - Effective: 2023-07-17 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm - Material Agreements TESSCO TECHNOLOGIES INC entered into Leases with Buyer (effective 2023-07-17). - Action: entry - Agreement: lease - Counterparty: Buyer - Effective: 2023-07-17 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/927355/000110465923081999/0001104659-23-081999-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.