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):  June 21, 2017

SP Plus Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

200 E. Randolph Street, Suite 7700, Chicago, Illinois 60601-7702
(Address of principal executive offices and zip code)

(312) 274 - 2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

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. o

Item 1.01.                Entry into a Material Definitive Agreement

On June 21, 2017, SP Plus Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among Kohlberg CPC Rep, L.L.C. and 2929 CPC Holdco, LLC (together, the “Selling Stockholders”), the Company and Morgan Stanley & Co. LLC (the “Underwriter”), providing for the sale of an aggregate of 1,354,418 shares (the “Shares”) of the common stock, par value $0.001 per share (“Common Stock”), of the Company in an underwritten public offering (the “Offering”). The Shares being sold in the Offering represent all of the remaining shares of Common Stock held by the Selling Stockholders.  Pursuant to the Underwriting Agreement, the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, the Shares at a price per share of $28.25, subject to the terms and conditions of the Underwriting Agreement.

The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities.  Additionally, pursuant to the Underwriting Agreement, the Selling Stockholders have agreed to reimburse the Company for any expenses that the Company incurs in connection with the Offering.  The closing of the Offering is expected to take place on June 27, 2017, subject to the satisfaction of customary closing conditions.

The Offering is being made only by means of a prospectus.  A shelf registration statement (including a prospectus) on Form S-3 (File No. 333-187680) relating to the offering of shares of Common Stock by the Selling Stockholders was previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 2, 2013, and a final prospectus supplement relating to the Offering, dated June 21, 2017, was filed by the Company with the SEC on June 23, 2017.

The description of the Underwriting Agreement set forth above in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01.             Financial Statements and Exhibits

(d) Exhibits

Exhibit 1.1                                     Underwriting Agreement, dated June 21, 2017, by and among Morgan Stanley & Co. LLC, SP Plus Corporation, Kohlberg CPC Rep, L.L.C. and 2929 CPC Holdco, LLC.

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SIGNATURES

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

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