SecProbe.io

November 22, 2024
Mark King
Chief Executive Officer
MICROPAC INDUSTRIES, INC
1655 State Hwy 66
Garland, Texas 75040
Re:MICROPAC INDUSTRIES, INC
Preliminary Merger Information Statement on Schedule 14C
Filed November 12, 2024
File No. 000-05109
Dear Mark King:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Merger Information Statement on Schedule 14C
The Merger
Background of the Merger, page 13
Please expand this section to discuss the following:
•Revise to specify which party initiated the deal.
•We note your disclosure on page 14 that the Micropac Board and management
considered potential strategic alternatives. Revise to elaborate on these
alternatives and whether the Micropac Board and management pursued these
alternate transactions. If not, discuss why. If so, discuss what factors led the
Micropac Board to choose this transaction over any others.
We note your disclosure on page 15 that Teledyne’s initial non-binding letter of
intent contemplated an all-cash transaction at a purchase price of $20.00 per share
of Micropac Common Stock, which is the same as the final consideration in the
executed Merger Agreement. Revise to discuss how the parties negotiated the
material terms of the Merger from the non-binding letter of intent until the
execution of the Merger Agreement. In this regard, discuss what was proposed by •1.

November 22, 2024
Page 2
one party with respect to the deal value and whether a counteroffer was made. If
there was a counteroffer, discuss how the parties came to an agreement on the
final material term.
Opinion of Financial Advisor
General, page 28
2.Please revise your disclosure to quantify the compensation paid and to be paid to
Mesirow for its services related to the Merger. Further, please revise to quantify any
fees paid to Mesirow and its affiliates relating to any material relationship that existed
during the past two years between you and your affiliates and Mesirow and its
affiliates. Refer to Item 1015(b)(4) of Regulation MA.
3.Refer to page E-3 of Annex E. We note the disclosure that this opinion “may not be
relied upon by any other person or entity (including, without limitation, security
holders, creditors or other constituents of the Company).” Please have Mesirow
provide an updated opinion that eliminates the limitation on reliance. Further, we note
the disclosure that this opinion may not be “used for any other purpose without our
prior written consent.” Please revise the opinion to confirm whether Mesirow consents
to the use of its opinion for your filing.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Matthew L. Fry