Boxwood Merger Corp. (Nasdaq: BWMC, BWMCU and BWMCW) (“Boxwood”), a publicly-traded special purpose acquisition company, and Atlas Intermediate Holdings LLC (“Atlas”), a leading provider of professional testing, inspection, engineering, program management and consulting services under the name Atlas Technical Consultants, announced today the completion of their previously announced business combination, pursuant to which Boxwood acquired Atlas, a Bernhard Capital Partners portfolio company, for approximately $617 million in total consideration. The business combination was approved by Boxwood’s stockholders on February 10, 2020. The combined company (the “Company”) is well-positioned to benefit from favorable tailwinds, including the growing need to inspect, service, repair and invest in U.S. infrastructure.
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Upon the completion of the business combination, the Company changed its name to “Atlas Technical Consultants, Inc.” Beginning February 18, 2020, the Company’s shares of Class A common stock will commence trading on Nasdaq under the new ticker symbol “ATCX.”
“Becoming a publicly-traded company represents a significant milestone in our mission to becoming the preferred provider of professional and technical services in our industry,” said Joe Boyer, the Company’s Chief Executive Officer. “With greater financial flexibility and a clear plan to create long-term stockholder value, we are well positioned to capitalize on the opportunities ahead of us to extend the reach of our platform and foster long-term growth for the Company.”
“We cannot be more pleased to enter the next phase of growth for the Company,” added Steve Kadenacy, a member of the board of directors of the Company and the former Chief Executive Officer of Boxwood. “We are in a unique position to capitalize on the strong demand in the market and ample pipeline of bolt-on acquisitions to grow the Company quickly while maintaining our core principle of operating a low risk professional services organization.”
“I’m very excited to work with Joe Boyer and the Atlas team as we transition from the Boxwood SPAC to a publicly-traded Atlas,” said Brian Ferraioli, Executive Chairman and Chairman of the board of directors of the Company.
Greenhill & Co. and Macquarie Capital acted as financial advisors to Boxwood and BofA Merrill Lynch, Stifel, Morgan Stanley, Macquarie Capital and Helena Capital Advisors acted as capital markets advisors to Boxwood. Boxwood secured debt financing for the transaction from Macquarie Capital and Natixis. Winston & Strawn LLP acted as legal advisor to Boxwood and Kirkland & Ellis LLP acted as legal advisor to Atlas. Harris Williams and Houlihan Lokey acted as financial advisor to Atlas.
About Atlas Technical Consultants
Headquartered in Austin, Texas, Atlas is a leading provider of professional testing, inspection engineering and consulting services under the name Atlas Technical Consultants, offering solutions to public and private sector clients in the transportation, commercial, water, government, education and industrial markets. With more than 100 offices in 40 states and 3,200+ employees, Atlas provides a broad range of mission-critical technical services, helping clients test, inspect, certify, plan, design and manage a wide variety of projects across diverse end markets. For more information, go to https://www.oneatlas.com.
About Bernhard Capital Partners
Bernhard Capital Partners is a services-focused private equity management firm established in 2013 by Jim Bernhard, Jeff Jenkins and a team of experienced private equity professionals. Bernhard Capital seeks to create sustainable value by leveraging its founding partners’ experience in acquiring, operating and growing services businesses. From strategic industry insight to operational efficiencies and best-practice management, Bernhard Capital looks to provide resources far beyond its investments.
This press release includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, the benefits of the business combination and the growth and performance prospects of the Company. These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the parties’ views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against the Company relating to the business combination and related transactions or the definitive proxy statement relating thereto, as supplemented; (2) the ability to maintain the listing of the Company’s shares of Class A common stock and warrants on Nasdaq following the business combination; (3) the risk that the business combination disrupts the Company’s plans and operations as a result of the consummation of the transactions described herein; (4) the ability to recognize the anticipated benefits of the business combination or the acquisition of Long Engineering, which may be affected by, among other things, competition, the ability of the Company and Long Engineering to grow and manage growth profitably, maintain relationships with customers and suppliers and retain management and key employees; (5) costs related to the business combination and the acquisition of Long Engineering; (6) changes in applicable laws or regulations; (7) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and (8) other risks and uncertainties indicated from time to time in the definitive proxy statement, as supplemented, filed by Boxwood with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the business combination, including those under “Risk Factors” therein, and other factors identified in Boxwood’s prior and future filings with the SEC, available at www.sec.gov.