MTS restates capped call transactions for 8.75% tangible equity units

By Marisa Wong

Morgantown, W.Va., June 13 – MTS Systems Corp. amended and restated the capped call transactions entered into on June 9, 2016 and June 16, 2016 in connection with its 8.75% tangible equity units to adjust the cap price and revise some settlement procedures, according to an 8-K filing with the Securities and Exchange Commission.

In connection with its public offering of the 8.75% tangible equity units, the company had entered into privately negotiated capped call transactions with each of JPMorgan Chase Bank, NA and Wells Fargo Bank, NA. The capped call transactions cover the minimum number of shares of common stock of the company that underlie the prepaid stock purchase contract component of the tangible equity units.

On Wednesday, the company amended the capped call transactions in order to replace the cap price of $58.80 per purchase contract with an adjusted cap price calculated as of the amendment date and revise the settlement procedures for any outstanding purchase contracts such that all “in-the-money” purchase contracts will be deemed to be automatically exercised as of the close of trading on July 1, 2019, subject to a 60-day final averaging period and some other valuation adjustments.

The exact adjusted cap price was not disclosed in the 8-K filing.

MTS is an Eden Prairie, Minn.-based supplier of high-performance test systems and position sensors.

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