UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April 21~~May 6, 2022

MIMECAST LIMITED

(Exact name of registrant as specified in its charter)

Jersey

001-37637

Not applicable

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Finsbury Avenue

London, EC2M 2PF

United Kingdom

(Address of principal executive offices)

(781) 996-5340

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of class

Ticker

symbol(s)

Name of each exchange

on which registered

Ordinary Shares, $0.012 par value per share

MIME

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01.

Other Events.

As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on ~~December~~July 724, ~~2021~~2018, Mimecast Limited, a public limited company organized under the Laws of the Bailiwick of Jersey (“Mimecast” or the “Company”), entered into a ~~Transaction~~Credit Agreement (the “~~Transaction~~JPM Credit Agreement”), ~~with~~dated ~~Magnesium~~as ~~Bidco~~of ~~Limited~~July 23, a2018, ~~private~~by ~~limited~~and ~~company~~among ~~incorporated~~Mimecast, incertain ~~England &~~of ~~Wales~~the ~~(“Buyer”)~~Company’s subsidiaries party thereto, ~~pursuant~~as toguarantors, ~~which~~certain ~~Buyer~~financial ~~will~~institutions ~~acquire~~party ~~the~~thereto ~~entire~~from ~~share~~time ~~capital~~to oftime, ~~Mimecast~~as inlenders, anand ~~all-cash~~JPMorgan ~~transaction~~Chase ~~pursuant~~Bank, toN.A., aas ~~scheme~~administrative ofagent. ~~arrangement~~The ~~under~~JPM ~~Part~~Credit ~~18A~~Agreement ofprovides the ~~Companies~~Company ~~(Jersey)~~with ~~Law~~a ~~1991~~$100,000,000 senior secured term loan (the “~~Scheme~~Term ~~of Arrangement~~Loan”), asand ~~amended~~a ~~from~~$50,000,000 ~~time~~senior tosecured ~~time~~revolving credit facility (the “~~Transaction~~Revolving Facility”). ~~Buyer~~The isJPM anCredit ~~affiliate~~Agreement was amended on June 12, 2020 to permit Mimecast to issue letters of ~~Permira~~credit ~~Advisors~~in ~~LLC~~certain additional foreign currencies beyond the U.S. dollar and the British pound (as amended, the “Amended JPM Credit Agreement”).

~~Regulatory~~Mimecast ~~Approvals~~may voluntarily prepay any borrowing under the Amended JPM Credit Agreement, in whole or in part, at any time, subject to certain requirements. On May 6, 2022 the Company voluntarily prepaid the entire outstanding amount under the Term Loan, in the amount of $77,500,000, plus accrued interest.

OnThe ~~April 7,~~Amended ~~2022~~JPM ~~Mimecast~~Credit ~~received~~Agreement, ~~written~~including ~~notice~~the ~~from~~Revolving ~~the~~Facility ~~South~~provided ~~Africa~~thereby, ~~Competition~~and ~~Commission~~its ~~(the~~related ~~“Competition~~agreements ~~Commission”)~~will ~~that~~remain ~~there~~in ~~are~~effect nountil ~~unresolved~~terminated ~~concerns~~in ~~and~~accordance ~~that~~with ~~the~~their ~~Competition~~terms. ~~Commission~~There ~~has~~are ~~concluded~~currently no ~~further~~amounts ~~action~~outstanding ~~is to be taken~~ under the ~~South~~Revolving ~~African Competition Act No~~Facility. 89 ~~of 1998, as amended, with respect to the Transaction.~~

OnThe ~~April 14,~~foregoing ~~2022~~summary ~~Mimecast~~of ~~received~~the ~~written~~Amended ~~notice~~JPM ~~from~~Credit ~~the~~Agreement UKdoes ~~Department~~not ~~for~~purport ~~Business,~~to ~~Energy~~be complete and ~~Industrial~~is ~~Strategy~~qualified ~~(“BEIS”)~~in ~~that~~its ~~there~~entirety ~~are~~by noreference ~~unresolved~~to ~~concerns~~the Amended JPM Credit Agreement and ~~that~~its ~~BEIS~~related ~~has~~agreements, ~~concluded~~which nowere ~~further~~filed ~~action~~as isExhibits to10.12, be10.13. ~~taken~~10.14, ~~under~~10.15, ~~Section 26(1)(b)~~10.16, of10.17, 10.18, 10.19, 10.20 and 10.34 to the UKCompany’s ~~National~~Quarterly ~~Security~~Report ~~and~~on ~~Investment~~Form ~~Act~~10-Q ~~2021,~~for asthe ~~amended~~quarter ended December 31, ~~with~~2021 ~~respect~~(filed towith the ~~Transaction~~SEC on February 3, 2022), and are incorporated herein by reference.

As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on April 1, 2022, Mimecast received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that there are no unresolved national security concerns and that CFIUS concluded action under Section 721 of the Defense Production Act of 1950, as amended, with respect to the Transaction.

Receipt of each of the Competition Commission clearance, BEIS clearance and CFIUS clearance satisfies a certain condition to the closing of the Transaction. The closing of the Transaction remains subject to the satisfaction or waiver of the remaining conditions to the Transaction set forth in the Transaction Agreement, including the sanctioning of the Scheme of Arrangement by the Royal Court of Jersey.

Court Hearing

The Royal Court of Jersey (the “Court”) has set May 18, 2022 at 10:00 a.m. (Jersey time) to hear Mimecast’s application to sanction the Scheme of Arrangement under Part 18A of the Companies (Jersey) Law 1991, pursuant to the Transaction Agreement. Mimecast shareholders are entitled to attend and be heard at the Court hearing to sanction the Scheme of Arrangement, either in person or through a Jersey advocate, to support or oppose the Scheme. The Court’s address is Royal Court House, Royal Square, St Helier, Jersey JE1 1JG and its telephone number is +44 1534 441 300.

Mimecast continues to monitor the Court’s availability to hold the Court hearing to sanction the Scheme of Arrangement as soon as possible. If, and only if, Mimecast is successful in securing an earlier date to hold the Court hearing to sanction the Scheme of Arrangement, an amendment to this Form 8-K will be filed with the Securities and Exchange Commission at least 14 days prior to such date.

On April 21, 2022, Mimecast issued a press release announcing the date of the Court hearing to sanction the Scheme of Arrangement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits:

ExhibitNo.		Description
99.1		Press Release, dated April 21, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 21, 2022

Mimecast Limited

Date: May 6, 2022

Mimecast Limited

/s/ Rafeal Brown

Rafeal Brown

Chief Financial Officer (Principal Financial and Accounting Officer)

Filing Compare · Mimecast Ltd