Item 8.01 Other Events.
On May 19, 2020, Alarm.com Holdings, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co.
LLC (the "Underwriter") and the selling stockholders named therein, which are
entities affiliated with Technology Crossover Ventures, relating to the sale of
5,616,451 shares of the Company's common stock by the selling stockholders. The
Company will not receive any proceeds from the sale of shares of common stock by
the selling stockholders. The offering is expected to close on or about May 22,
2020, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company and selling stockholders, customary conditions to
closing, indemnification obligations of the Company and the Underwriter,
including for liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination provisions. 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 such parties.
The offering is being made pursuant to the Company's effective registration
statement on Form S-3ASR (Registration Statement No. 333-238504) previously
filed with the Securities and Exchange Commission and a prospectus supplement.
The foregoing is only a brief description of the terms of the Underwriting
Agreement, does not purport to be a complete statement of the rights and
obligations of the parties under the Underwriting Agreement and the transactions
contemplated thereby, and is qualified in its entirety by reference to the
Underwriting Agreement that is filed as Exhibit 1.1 hereto.
Forward-Looking Statements
This report contains forward-looking statements, including statements relating
to the Company's expectations regarding the completion of the public offering.
These forward-looking statements are based upon the Company's current
expectations. Actual results could differ materially from these forward-looking
statements as a result of certain factors, including, without limitation, risks
and uncertainties related to completion of the public offering on the
anticipated terms or at all, market conditions and the satisfaction of customary
closing conditions related to the public offering. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. The Company undertakes no duty to update such
information except as required under applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.   Description
    1.1         Underwriting Agreement, dated May 19, 2020.
    104       Cover Page Interactive Data File (the cover page XBRL tags are
              embedded within the Inline XBRL document).




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