TRR Trc Companies, Inc.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

        This proxy statement and the other documents referred to or incorporated by reference into this proxy statement contain or may contain "forward-looking statements" within the meaning of Section 21E of the Exchange Act, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. Words such as "may," "might," "will," "should," "could," "anticipate," "estimate," "expect," "predict," "project," "future," "potential," "intend," "seek to," "plan," "assume," "believe," "target," "forecast," "goal," "objective," "continue" or the negative of such terms or other variations thereof or comparable terminology, and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. Investors should consider statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial condition, or state other "forward-looking" information. There may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations described in our forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to:

•

certain risks and uncertainties associated with the proposed Merger, including:



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the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect our business and the price of our common stock;



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the failure to satisfy the conditions to the consummation of the Merger, including the adoption of the Merger Agreement by our stockholders;



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the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;



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the effect of the announcement or pendency of the proposed transactions on our business relationships, operating results, and business generally;



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risks that the Merger disrupts our current plans and operations and potential difficulties in our employee retention as a result of the Merger;



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risks related to diverting management's attention from our ongoing business operations,



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the outcome of any legal proceedings that may be instituted against us, our officers or directors related to the Merger Agreement or the Merger;



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the possibility that competing offers or acquisition proposals for our business will be made;



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the ability of Parent to implement its plans, forecasts, and other expectations with respect to our business after the completion of the Merger and realize additional opportunities for growth and innovation;



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the risk that the Merger Agreement may be terminated in circumstances that would require us to pay Parent the termination fee under the Merger Agreement;



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unanticipated changes in contract performance that may affect our profitability, particularly with contracts that are fixed-price or have funding limits;



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seasonality of the spending cycle, notably for state and local government entities, and the spending patterns of our commercial sector clients;



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budget constraints experienced by our federal, state and local government clients;



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divestitures or discontinuance of operating units;

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•

the timing and impact of acquisitions;



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employee hiring, utilization and turnover rates;



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the number and significance of client contracts commenced and completed during the period;



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creditworthiness and solvency of clients;



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the ability of our clients to terminate contracts without penalties;



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delays incurred in connection with contracts;



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the size, scope and payment terms of contracts;



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contract negotiations on change orders and collection of related accounts receivable;



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the timing of expenses incurred for corporate initiatives;



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competition;



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litigation;



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changes in accounting rules;



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the credit markets and their effect on our customers;



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general economic or political conditions; and



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employee expenses such as medical and other benefits.

        The foregoing factors should not be construed as exhaustive. Other unknown or unpredictable factors could also have material adverse effects on our performance or achievements prior to the Merger. Discussions of certain of these other important factors and assumptions are contained in our filings with the SEC and available at the SEC's website at www.sec.gov, including in (i) (a) Part I, Item 1A. Risk Factors; (b) Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations; and (c) Part II, Item 8. Financial Statements and Supplementary Data, each in our Annual Report on Form 10-K for the year ended June 30, 2016; (ii) (a) Part I, Item 1. Financial Statements (Unaudited); and (b) Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, each in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016; (iii) (a) Part I, Item 1. Financial Statements (Unaudited); and (b) Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, each in our Quarterly Report on Form 10-Q for the quarterly period ended December 30, 2016; and (iv) (a) Part I, Item 1. Financial Statements (Unaudited); and (b) Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, each in our Quarterly Report on 10-Q for the quarterly period ended March 31, 2017. In light of these risks, uncertainties, assumptions and factors, forward-looking statements are not guarantees or assurances of our future performance, and the forward-looking events discussed in this proxy statement may not occur.

        Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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PARTIES TO THE MERGER

The Company

        We are a national engineering, consulting and construction management firm that provides integrated engineering, consulting and construction management services. Our multidisciplinary project teams help our clients implement environmental, power, infrastructure and pipeline projects from initial concept to delivery and operation. We provide our services almost entirely in the United States. We manage our business under four operating segments: Power, Environmental, Infrastructure and Oil and Gas. Our net service revenue for the fiscal year ended June 30, 2016 and nine-month period ended March 31, 2017 was $465.1 million and $380.4 million, respectively.

        Our principal executive offices are located at 21 Griffin Road North, Windsor, Connecticut 06095, and our telephone number is (860) 298-9692. Shares of our common stock trade on the NYSE under the ticker symbol "TRR." Our web address is www.trcsolutions.com. This web address is provided for convenience only, and none of the information on our website is incorporated by reference into or otherwise deemed to be a part of this proxy statement.

        This proxy statement incorporates important business and financial information about us from our filings with the SEC, which are not included in or delivered with this proxy statement. For a list of our SEC filings that are incorporated by reference in this proxy statement, see the section entitled "Where You Can Find More Information," on page 96.

Parent

        Parent was incorporated in Delaware on March 23, 2017, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than those incidental to its formation and in connection with the transactions contemplated by the Merger Agreement and arranging the equity financing and debt financing in connection with the Merger and the other transactions contemplated thereby.

        Parent's principal executive offices are located at 787 7th Avenue, New York, New York 10019, and its telephone number is (212) 720-0300.

Merger Sub

        Parent caused Merger Sub, a Delaware corporation, to be formed in Delaware on March 23, 2017. Merger Sub is a wholly owned subsidiary of Parent that was formed for the sole purpose of effecting the merger of Merger Sub with and into the Company, with the Company surviving the Merger. Merger Sub has engaged in no business activities to date and it has no material assets or liabilities of any kind, in each case, other than those incidental to its formation and in connection with the transactions contemplated by the Merger Agreement and arranging the equity financing and debt financing in connection with the Merger. Upon completion of the Merger, Merger Sub will cease to exist as a separate entity.

        Merger Sub's principal executive offices are located at 787 7th Avenue, New York, New York 10019, and its telephone number is (212) 720-0300.

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THE SPECIAL MEETING

        The Board has directed that this proxy statement be used to solicit proxies from our stockholders in connection with the special meeting.

Date, Time and Place of the Special Meeting

        The special meeting of our stockholders will be held at The Bostonian Boston Hotel, located at 26 North Street, Boston, Massachusetts 02109, on June 8, 2017 at 2:00 p.m., Eastern time (the doors will open at 1:00 p.m., Eastern time).

        The Board has unanimously determined that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable and fair to, and in the best interests of, the Company and our stockholders and has approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby. The Board has unanimously directed that the Merger Agreement be submitted to our stockholders for adoption. The Board unanimously recommends that our stockholders vote "FOR" the Merger Proposal, "FOR" the Merger Compensation Proposal and "FOR" the Adjournment Proposal. See "The Merger—Reasons for the Merger; Recommendation of the Board," "Merger Compensation Advisory Vote," and "Adjournment of the Special Meeting," beginning on pages 37, 85 and 86, respectively, for additional information.

         If you plan to attend the meeting in person, you must present an admission ticket and a valid form of government-issued photo identification. If you hold your shares of our common stock through an intermediary and you are planning to attend the meeting in person, you must send a written request for an admission ticket to our transfer agent, which our transfer agent must receive by May 24, 2017 . For more information, see "The Special Meeting—Attending the Special Meeting in Person," beginning on page 28.

Record Date and Quorum

        By authorization of the Board, we have fixed the close of business on May 8, 2017 as the record date for determination of stockholders entitled to notice of, and to vote at, the special meeting. Our common stock is our only class of voting security. Only our stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the special meeting. We may retain

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the same record date for any adjournments or any postponements of the special meeting that occur within 60 days after the record date. Each stockholder is entitled to one vote for each share of our common stock held at the close of business on the record date. As of the record date for the special meeting, there were approximately 31,628,280 shares of our common stock outstanding, which were held by approximately 233 stockholders of record.

        In order to constitute a quorum to conduct the special meeting, holders of a majority of the shares of our common stock outstanding at the close of business on the record date must be present, either in person or by proxy, except that a quorum is not required for a vote on the Adjournment Proposal.

        Abstentions are included in the determination of shares present at the meeting for quorum purposes. An abstention will occur if a stockholder expressly directs the proxy holder to abstain from voting or attends the special meeting in person and abstains from voting.

        A "broker non-vote" will occur when an intermediary holding shares in street name does not receive voting instructions from the beneficial owner of the shares on a matter for which the intermediary lacks discretionary authority to vote because the matter is not considered routine. Each of the Merger Proposal, the Merger Compensation Proposal, and the Adjournment Proposal is considered to be a non-routine matter. As a result, intermediaries will not be authorized to vote on these proposals unless they have received specific voting instructions from the beneficial owners of our common stock. Because intermediaries will be unable to vote uninstructed shares at the special meeting, if you hold your shares in street name and fail to provide voting instructions to your intermediary, your shares will not be counted as present for the purpose of establishing a quorum.

        The vote to approve the Merger Proposal is based on the total number of shares of common stock outstanding at the close of business on the record date, not only the shares counted as present, in person or by proxy, at the special meeting. As a result, if you hold shares in street name and fail to provide voting instructions to your intermediary, it will have the same effect as a vote " AGAINST " the Merger Proposal, but will have no effect on the approval of the Merger Compensation Proposal and the Adjournment Proposal.

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Voting by Our Directors and Executive Officers

        As of the record date for the special meeting, our directors and executive officers collectively had the right to vote 2,212,121 shares of our common stock, representing approximately 7.0% of our common stock outstanding and entitled to vote at the special meeting.

        Our directors and executive officers have informed us that they intend to vote their shares of our common stock for each of the proposals to be considered at the special meeting, although none of them has entered into any agreement obligating them to do so.

Voting and Support Agreement

        Concurrently with the execution and delivery of the Merger Agreement, Clark Estates, which held approximately 17.6% of the outstanding shares of our common stock as of March 30, 2017 (the "Stockholder Securities"), delivered to Parent and Merger Sub the Voting and Support Agreement. The form of the Voting and Support Agreement is attached to the proxy statement as Exhibit A to the Merger Agreement, which is attached to this proxy statement as Annex A . Pursuant to the terms of the Voting and Support Agreement, Clark Estates agreed, among other things, to vote the Stockholder Securities in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby and against (i) any action or agreement that could reasonably be expected to prevent, delay, or adversely affect the Merger Agreement, the Merger or the Voting and Support Agreement, (ii) any Competing Proposal (as described under "The Merger Agreement—No Solicitation of Competing Proposals," beginning on page 71) and (iii) any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Clark Estates under the Voting and Support Agreement, in each case subject to the limitations set forth in the Voting and Support Agreement.

        Subject to certain exceptions, the Voting and Support Agreement prohibits transfers by Clark Estates of any of the Stockholder Securities prior to the termination of the Voting and Support Agreement and certain other actions that would impair the ability of Clark Estates to fulfill its obligations under the Voting and Support Agreement.

        The Voting and Support Agreement will terminate upon the earliest to occur of (i) termination of the Merger Agreement, (ii) the Effective Time, (iii) any change to the Merger Agreement without the prior written consent of Clark Estates that reduces any consideration payable to Clark Estates or changes the form of consideration payable to Clark Estates or otherwise materially amends the Merger Agreement in a manner adverse to Clark Estates relative to our other stockholders and (iv) the mutual consent of Parent and Clark Estates.

Voting and Proxies

        Providing a proxy means that a Company stockholder authorizes the persons named in the proxy to vote such stockholder's shares at the special meeting in the manner that such stockholder directs. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the stockholders giving those proxies.

How to Vote Shares Registered in Your Own Name

        If your shares are registered directly in your name with American Stock Transfer & Trust Company, our transfer agent, you are considered a stockholder of record and you may vote your shares of our common stock by proxy without attending the meeting in any of the following ways:

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Via our Internet Voting Site at www.voteproxy.com.   Follow the instructions for Internet voting printed on your proxy card.

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•

By Telephone.   Call toll-free 1-800-776-9437. You can vote by telephone by following the instructions provided on the Internet voting site or by following the instructions provided on your proxy card.



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By Mail.   You can vote by completing, signing, dating and returning the proxy card in the accompanying postage-paid envelope.

        If you are a stockholder of record, you may also attend the special meeting and vote in person, provided that you comply with all of the admission procedures.

        The Internet and telephone voting facilities for stockholders of record will close at 11:59 p.m., Eastern time, on June 7, 2017.

        Your signed proxy card or the proxy you grant via the Internet or by telephone will be voted in accordance with your instructions. If you are a stockholder of record and return a signed proxy card or grant a proxy via the Internet or by telephone, but do not indicate how you wish your shares to be voted, your shares will be voted "FOR" each of the Merger Proposal, the Merger Compensation Proposal, and, if submitted to a vote, the Adjournment Proposal. In the absence of instructions to the contrary, proxies will be voted in accordance with the discretion of the person(s) exercising the proxy on any other matter properly submitted to the vote of the stockholders at the special meeting.

        If you received more than one proxy card, your shares are likely registered in different names or with different addresses. You must separately vote the shares shown on each proxy card that you receive in order for all of your shares to be voted at the meeting.

How to Vote Shares Held in Street Name

        If you hold shares in street name through an intermediary, you will not receive a proxy card. Rather, you will receive from your intermediary a voting instruction form that will explain how to direct the voting of your shares through the intermediary, which may include the ability to provide voting instructions via the Internet or by telephone.

        If your shares are held in street name through an intermediary, and you wish to vote on any of the proposals to be submitted to a vote at the special meeting, you must indicate in the voting instruction form provided by your intermediary how you wish your shares to be voted. The broker will vote shares held by you in street name in accordance with your voting instructions, as indicated on your signed voting instruction form or by the instructions you provide via the Internet or by telephone. Absent such instructions, the proxy submitted by the broker with respect to your shares will indicate that it is a broker non-vote with respect to those shares. A broker non-vote with respect to each proposal will have the effect set forth under "The Special Meeting—Stockholder Vote Required to Adopt Each Proposal" on page 25. Accordingly, if your shares are held in street name, it is important that you provide voting instructions to the intermediary so that your vote will be counted.

        If you hold shares in street name and wish to vote your shares in person at the special meeting, you must first obtain a valid legal proxy from the intermediary. To attend the meeting in person (regardless of whether you intend to vote your shares in person at the meeting), you must obtain an admission ticket in advance of the meeting by following the instructions under "The Special Meeting — Attending the Special Meeting in Person," beginning on page 28.

        If you received more than one voting instruction form, your shares are likely registered in different names or with different addresses or are held in multiple accounts. You must separately follow the foregoing voting procedures for each voting instruction form that you receive in order for all of your shares to be voted at the special meeting.

        The Internet and telephone voting facilities for shares held in street name will close at 11:59 p.m., Eastern time, on June 7, 2017.

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Shares Held Through the 401(k) Plan

        You may direct the voting of the number of shares of our common stock allocated to your 401(k) plan account, which number is printed on the enclosed voting instruction form, in accordance with the directions provided. By completing, dating, signing and returning the voting instruction form or transmitting voting instructions via the Internet or by telephone, you will be providing the plan trustee with instructions on how to vote the shares of our common stock allocated to your 401(k) plan account. If you do not provide voting instructions for plan shares on a matter, the 401(k) plan trustee will vote your shares on that matter in the same proportion to the voting instructions given by all other participants in the 401(k) plan.

        The Internet and telephone voting facilities for participants in the 401(k) plan will close at 11:59 p.m., Eastern time, on June 5, 2017 (three business days prior to the special meeting).

Revocation of Proxies

        If you are a stockholder of record, you may revoke any prior proxy or voting instructions, regardless of how your proxy or voting instructions were originally submitted, by:

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sending a written statement to that effect to our Corporate Secretary, which we must receive before the special meeting;



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submitting a properly signed proxy card or voting instruction form dated a later date;



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submitting a later dated proxy or providing new voting instructions via the Internet or by telephone; or



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attending the special meeting in person and voting your shares.

        If you hold shares in street name, you should follow the instructions provided on your voting instruction form or contact the intermediary for instructions on how to change your vote.

        If you hold our common stock through our 401(k) plan, you may revoke any prior proxy or voting instructions, regardless of how your proxy or voting instructions were originally submitted, by:

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sending a written statement to that effect to our Corporate Secretary;



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submitting a properly signed proxy card or voting instruction form dated a later date; or



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submitting a later dated proxy or providing new voting instructions via the Internet or by telephone.

        With respect to each of these revocation options for shares held through our 401(k) plan, the revocation must be received by 11:59 p.m., Eastern time, on June 5, 2017 (three business days prior to the special meeting).

Attending the Special Meeting in Person

Admission Procedures

         If you plan to attend the meeting in person, you must have an admission ticket, along with a valid, government-issued photo identification, such as a driver's license, that matches your name on the admission ticket, prior to the start of the meeting. We reserve the right to deny admission to any person who does not bring both a valid admission ticket and valid, government-issued photo identification .

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Admission Tickets

        Stockholders of record and persons whose shares are held through an intermediary, each as of the record date, or their legal proxies, are the only persons eligible to receive admission tickets.

        Please note that seating is limited. Requests for admission tickets will be accepted on a first-come, first-served basis. These requests will be processed by our transfer agent in the order in which they are received and must be received by our transfer agent no later than May 24, 2017 . For further information on how to contact our transfer agent, see "Householding of Proxy Materials" on page 94 of the proxy statement.

Registered Holders

        If your shares are registered in your name, your admission ticket is attached to your proxy card.

         The original admission ticket attached to your proxy card must be presented. Photocopies of this ticket will not be accepted . If you lose your admission ticket, please contact our transfer agent, American Stock Transfer & Trust Company, to request a replacement.

Holders of Shares in Street Name and Legal Proxies

        If you hold your shares in street name or you hold a valid legal proxy and you plan to attend the meeting in person, you must send a written request for an admission ticket to our transfer agent. Please include the following information with your request:

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A signed cover letter stating:



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your name and complete mailing address, including daytime and evening telephone numbers;



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that you are requesting an admission ticket;



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the number of shares that you own in street name or that are the subject of the legal proxy; and



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the name, address and telephone number of the intermediary, or the stockholder who gave the legal proxy, if applicable.



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An originally signed letter from the intermediary holding your shares (or, in the case of a legal proxy, the shares owned by the stockholder who gave the legal proxy) verifying your beneficial ownership of common stock as of the record date. A copy or printout of a brokerage statement (including any statement retrieved through the Internet) WILL NOT be sufficient without an originally signed letter from your intermediary .



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If you are a holder of a valid legal proxy, a copy of the proxy, which must be properly executed, notarized and dated.



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A copy of your valid, government-issued photo identification.

Solicitation Costs

        We will bear the costs of solicitation of proxies. We have engaged D.F. King to assist in the solicitation of these proxies and will pay D.F. King an estimated fee of $12,000 and telephone charges for these solicitation services. We have agreed to reimburse D.F. King for, or pay directly, certain fees and expenses and will also indemnify D.F. King against certain claims, liabilities, losses, damages and expenses in connection with this proxy solicitation.

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        In addition to the use of the mails, our directors, officers and employees may solicit proxies personally, by telephone or facsimile or via the Internet. These individuals will not receive any additional compensation for these activities.

        Arrangements may also be made with intermediaries to forward solicitation materials to the beneficial owners of shares held of record by such persons, and we will reimburse intermediaries for reasonable out-of-pocket expenses incurred by them in connection therewith. The extent to which these proxy-soliciting efforts will be necessary depends upon how promptly proxies are submitted.

Postponement or Adjournment

        In the event that a quorum is not present at the time the special meeting is to be convened, we may postpone the special meeting without a vote of our stockholders.

        Although it is not currently expected, if we convene the special meeting and there are insufficient votes to adopt the Merger Agreement, we may adjourn the special meeting for the purpose of soliciting additional proxies. If the special meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies may revoke them at any time prior to their use. See "Adjournment of the Special Meeting" on page 86.

        In addition, under the Merger Agreement, we may adjourn or postpone the special meeting to the extent required in order to provide our stockholders with any required supplement or amendment to this proxy statement within a reasonable amount of time in advance, or otherwise with Parent's written consent.

        If we adjourn or postpone the special meeting and such adjournment or postponement is for more than 30 days or, if after the adjournment or postponement, a new record date is fixed for the adjourned or postponed meeting, notice of the adjourned or postponed meeting will be given to each stockholder of record entitled to vote at the meeting in accordance with the DGCL.

Stockholder List

        A list of our stockholders entitled to vote at the special meeting will be available for examination by any of our stockholders at the special meeting. At least 10 days prior to the date of the special meeting for any purpose germane to the meeting, this stockholder list will be available for inspection by our stockholders, subject to compliance with the applicable provisions of Delaware law, during ordinary business hours at our corporate offices located at 21 Griffin Road North, Windsor, Connecticut 06095.

Exchange of Stock Certificates

        Our stockholders should not send any stock certificates representing our common stock with their proxies. If the Merger is consummated, separate transmittal documents for the surrender of stock certificates in exchange for the Merger Consideration will be mailed to registered holders promptly following the Effective Time, and in any event no later than two business days thereafter. PLEASE DO NOT RETURN YOUR STOCK CERTIFICATE(S) WITH YOUR PROXY CARD. See "The Merger—Payment of Merger Consideration and Surrender of Shares," beginning on page 59, for additional information.

Questions and Additional Information

        If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card, please contact D.F. King, our proxy solicitor, by calling toll-free at (866) 342-4882. Intermediaries may call collect at (212) 269-5550.

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THE MERGER

         This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A . You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

        The Merger Agreement provides that, upon satisfaction or waiver of the conditions to the Merger, Merger Sub will merge with and into the Company, with the Company surviving the Merger. You will not own any shares of the capital stock of the Surviving Corporation.

Merger Consideration

        In the Merger, each outstanding share of our common stock (other than shares that we, Parent or Merger Sub own and Dissenting Shares) will be converted into the right to receive an amount in cash equal to $17.55 per share, without interest and less any applicable tax withholding.

Background of the Merger

        The Board and our senior management regularly review and assess our long-term business plan and strategic alternatives available to us to enhance stockholder value, including potential business combination transactions and, from time to time, members of our senior management meet with senior management of other participants in the engineering and construction services industry to discuss industry developments and trends. Following the completion of our 2016 fiscal year on June 30, 2016, we developed a five-year strategic plan for fiscal years 2017 through 2021, focused on organic growth and growth from our pending and contemplated acquisitions. The five-year strategic plan that we developed for fiscal years 2017-2021 did not include seeking an acquisition partner for the Company.

        In the spring of 2016, Mr. Vincze and James B. Stephenson, our Chief Strategy Officer, were approached by the head of corporate development of a large international engineering firm ("Bidder A") with a general inquiry about a potential business combination. This inquiry led to an initial meeting in July 2016, among Mr. Vincze and the chief executive officer of Bidder A in Boston. No specific terms of a potential business combination transaction were proposed or discussed at this meeting. Mr. Vincze advised Bidder A that we were not for sale at that time and not interested in pursuing a business combination transaction. As no specific terms had been offered at that point by Bidder A and as we were not considering a sale of the Company, the Board did not meet at that point to discuss any potential transaction proposed by Bidder A.

        Messrs. Vincze and Stephenson attended the Environmental Financial Consulting Group ("EFCG") conference held in New York City between October 19 and 21, 2016. Several members of the management team of Bidder A also attended the EFCG conference, including its head of corporate development. At a meeting between Mr. Vincze and representatives of Bidder A, representatives of Bidder A once again raised the possibility of a business combination with the Company, but no specific terms of a potential business combination transaction were proposed or discussed at this time.

        Between October and December 2016, the chief executive officer of Bidder A contacted Mr. Vincze a number of times to further discuss a potential transaction with the Company, but without offering any specific terms.

        On December 8, 2016, Mr. Vincze met with the chief executive officer of Bidder A in Boston, who told Mr. Vincze he wished to provide a letter of intent to the Company outlining the terms of a transaction to acquire all of our outstanding stock for $13.00 per share. Mr. Vincze advised the chief executive officer of Bidder A of his view that the offered price was not likely to be considered adequate by the Board. On December 13, 2016, Bidder A provided Mr. Vincze with a letter of intent offering to purchase all of our outstanding stock for $14.00 per share. The letter was non-binding, subject to a financing contingency and to completion of due diligence, and requested that we grant

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exclusivity to negotiate a transaction with Bidder A during the period required to complete such due diligence.

        On December 14, 2016, in response to the December 13, 2016 letter of intent provided by Bidder A, the Board held a telephonic meeting at which all of our directors were present, as well as, at the invitation of the Board, Martin H. Dodd, our General Counsel and Secretary, and representatives of Houlihan Lokey and of the law firm Covington & Burling LLP ("Covington"). At this meeting, the Board decided to undertake a process to evaluate Bidder A's offer and to explore a potential sale or other transaction involving the Company, and authorized our management to retain Houlihan Lokey as our financial advisor in connection with a potential business combination transaction. The Board selected Houlihan Lokey due to its familiarity with the Company, experience advising companies in the engineering and consulting industries, and experience advising companies in connection with mergers and acquisitions. The Board decided to retain Covington as its legal advisor, given Covington's longstanding relationship with the Company and prominence in merger and acquisition transactions. In the interests of efficiency and convenience, and to permit members of senior management to interact with representative members of the Board on an expedited basis, the Board also established a special committee (the "Special Committee") to oversee any valuation assessment process, interface with our management and advisors and keep the Board informed on progress thereof. The Special Committee members were directors John A. Carrig (Chair of the Special Committee), F. Thomas Casey, Richard H. Grogan and B. Keith Trent. The Board instructed the Company's legal and financial advisors to assist the Special Committee in connection with the sale process.

        Also at the December 14, 2016 meeting, representatives of Covington explained the duties of our directors under Delaware law in the context of a potential business combination transaction. After discussion, including a discussion of balancing the need to preserve confidentiality, competitive concerns and fundamental value, the Board decided that it would be appropriate to contact other potential interested parties on a confidential basis to seek additional proposals for a business combination or other transaction involving the Company. Representatives of Houlihan Lokey reviewed and discussed with the Board possible ways it could respond to and seek to improve the Bidder A offer and create a process to develop meaningful alternatives. The Board instructed Houlihan Lokey to assist the Company's management in connection with the proposed process and to work with our senior management to develop a list of potential buyers which the Board could authorize our senior management to approach regarding a potential transaction.

        In the second half of December 2016, Houlihan Lokey assisted our senior management in developing a list of potential buyers, which initially included 25 potential financial buyers believed to be potentially interested in an investment in the engineering and construction services industry and believed to be potentially interested and capable of consummating transactions having an enterprise value in excess of $500 million, and five potential strategic buyers in the engineering and construction services industry believed to be potentially interested in and capable of acquiring the Company.

        At a meeting of the Special Committee on January 9, 2017, which, at the request of the Board, was also attended by Messrs. Vincze, Dodd and Stephenson, and by representatives of Houlihan Lokey, the Special Committee received an update from management and Houlihan Lokey regarding the steps being taken with respect to the sale process, and also discussed the list of potential buyers prepared with the assistance of Houlihan Lokey. The Special Committee considered the potential risks of disclosure of sensitive Company information to competitors, general concerns regarding preserving confidentiality, and discussed with Houlihan Lokey the values potential financial buyers and strategic buyers might ascribe to the Company. The Special Committee decided that it would be appropriate to approach the identified potential financial buyers first, prior to approaching the identified potential strategic buyers.

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        During the first half of January 2017, at the request of the Board, Houlihan Lokey contacted 22 of the 25 identified potential financial buyers believed most likely to be interested in acquiring the Company to solicit their interest in receiving information about a potential acquisition opportunity. During that same period, our senior management, with the assistance of representatives of Houlihan Lokey, prepared informational materials that could be provided to prospective buyers. We also established a virtual data room and began to populate it with documents and information about our business in order to permit potential buyers to conduct due diligence.

        During January 2017, 21 of the 22 potential financial buyers approached by Houlihan Lokey at the direction of the Board expressed interest in discussing a potential transaction and entered into non-disclosure and standstill agreements with the Company, which included customary standstill provisions (except that such provisions may have included an exception to the extent necessary to allow such person to make a confidential proposal to the Company or to the Board). These potential buyers were provided with some introductory information regarding the Company, including an executive summary and certain "base case" and "acquisition case" financial projections that we developed based on our five-year strategic plan for fiscal years 2017-2021, and a variety of publicly available materials such as annual and quarterly SEC filings, investor presentations and analyst reports.

        In early January, Bidder A entered into a non-disclosure and standstill agreement with us, following which Bidder A was granted access to the virtual data room on January 11, 2017. Over the following weeks, representatives of Bidder A engaged in a review of information regarding the Company, including several in-person due diligence meetings with our representatives.

        In late January 2017 and early February 2017, 16 of the 21 potential financial buyers that had signed non-disclosure and standstill agreements with us participated in meetings with Messrs. Vincze and Stephenson to receive an introductory presentation regarding the Company.

        Each of the potential financial buyers was requested to submit, on February 6, 2017, an initial indication of its interest in an acquisition of the Company, including an indicated range of the enterprise value it would ascribe to the Company.

        At a meeting of the Special Committee on January 23, 2017, which was attended by Messrs. Dodd and Stephenson and which, at the request of the Board, was also attended by representatives of Houlihan Lokey, the Special Committee reviewed the status of the process to-date and considered the feasibility of conducting the due diligence process for multiple bidders at the same time and the risk of disclosure of sensitive Company information to competitors. Representatives of Houlihan Lokey also reviewed and discussed certain preliminary financial analyses with respect to the Company and a potential transaction. After reviewing and discussing the foregoing with the assistance of Mr. Dodd and our financial advisors and considering, among other things, the potential risks of disclosure of sensitive Company information to a competitor, and the opportunity to build a potential platform that could be derived by a financial buyer by acquiring the Company, the Special Committee determined to defer approaching the five previously identified potential strategic buyers until after reviewing the initial indications of interest to be received on February 6, 2017 from the potential financial buyers already contacted.

        On February 6, 2017, six of the potential financial buyers, including NMC, presented preliminary indications of interest. The table below presents the ranges of enterprise values and corresponding implied prices per share reflected by the indications of interest received (in addition, for comparison

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purposes, to the price per share that had been offered by Bidder A in December 2016 and the corresponding enterprise value derived from that price):

        Each of the potential financial buyers, including NMC, that submitted a preliminary indication of interest, other than Bidder B, was provided with access to the virtual data room on February 10, 2017.

        On February 13, 2017, the Special Committee met to review the preliminary indications of interest. Messrs. Vincze and Dodd were present and, at the request of the Board, representatives of Houlihan Lokey also attended the meeting. Following a review of the seven preliminary indications of interest received and discussion with the assistance of Houlihan Lokey, the Special Committee determined that the range of value offered by Bidder B was not competitive enough and directed Houlihan Lokey to advise Bidder B that it would not be invited to continue in the process.

        Bidder A, Bidder C, Bidder D, Bidder E, Bidder F and NMC continued their due diligence review of the Company, including review of the materials in the virtual data room and meetings with our representatives. Each bidder remaining in the process was instructed to provide an updated indication of interest to us by February 27, 2017.

        On February 24, 2017, each of Bidder A, Bidder E and Bidder F advised Houlihan Lokey that it was no longer interested in pursuing a potential transaction with the Company.

        During the month of February 2017, Covington prepared an initial draft of a merger agreement providing for a potential transaction. Early in the week of February 20, 2017, the draft form of merger agreement was distributed to the members of the Special Committee for their review and comment. On February 24, 2017, we made available to each potential buyer remaining in the process an initial draft merger agreement for a proposed acquisition of the Company.

        On February 27, 2017, NMC, Bidder C and Bidder D submitted updated indications of interest. In addition, Bidder C submitted preliminary comments on the draft merger agreement. The table below presents the ranges of enterprise values and corresponding implied prices per share reflected by the revised indications of interest received:

        On February 28, 2017, the Board held a meeting in Tampa, Florida, which, at the request of the Board, was also attended by members of management and representatives of Houlihan Lokey and Covington. The representatives of Houlihan Lokey summarized the sale process to date, including the three revised bids received the day before, and reviewed and discussed its preliminary financial analyses with respect to the Company and the three revised bids. Covington again provided the directors with an overview of their fiduciary duties under Delaware law with respect to a potential transaction, and reviewed the proposed terms of the draft merger agreement provided to bidders. Following discussion,

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the Board decided we should continue to engage in discussions with all three remaining bidders with an aim of trying to maximize the value offered to our stockholders in a potential transaction, and directed Houlihan Lokey to request each bidder to submit a best and final offer on or about March 24, 2017. After discussion with the assistance of Houlihan Lokey, the Board decided that, in light of the potential premium indications received to date and the Board's belief that there was a low likelihood of a higher bid from a potential strategic buyer, weighed against the risk of harm, competitive or otherwise, to the Company, of approaching potential strategic buyers in the process, it was not in the best interests of our stockholders to contact potential strategic buyers at that stage of the process. In addition, the Board directed Houlihan Lokey to request each bidder to submit a complete markup of the draft merger agreement during the week of March 13, 2017, in advance of submitting final offers.

        During the first three weeks of March 2017, all three bidders continued their due diligence review of the Company, held multiple calls with our senior management and representatives, and submitted numerous requests for additional information and documents, which we worked to supply. Also during this period, each of the three bidders met in person for one- or two-day due diligence meetings with our senior management in Boston. In addition, during this period, Covington engaged in discussions with counsel for each of the bidders regarding the draft merger agreement and exchanged drafts of the merger agreement with such counsel.

        In advance of the deadline for submission of final bids, at the request of the Board, Houlihan Lokey encouraged each of the bidders to consider strengthening its commitment to provide the required funds to complete the transaction. Specifically, each bidder was encouraged to provide a "full equity backstop" from its fund of the full purchase price in order to enhance the certainty of completion of a transaction. In addition, during the week of March 20, 2017, in response to a request made by Bidder C during that week to extend the deadline for submitting final bids, Houlihan Lokey was directed by the Board to inform each bidder that the bid deadline would be extended to March 27, 2017.

        On March 24, 2017, Kirkland & Ellis LLP ("K&E"), counsel for NMC, submitted a proposed markup of the draft merger agreement. The draft merger agreement submitted by NMC did not include a financing condition and incorporated an equity commitment from the Equity Investor to the acquisition vehicle for the full amount of the aggregate merger consideration, and a fund guarantee. K&E also provided drafts of NMC's proposed equity commitment letter, debt commitment letter and guarantee, and a draft of the form of voting and support agreement.

        Late in the day on March 27, 2017, each of the three bidders submitted the financial terms of its bid. In the case of Bidders C and D, the proposed drafts of the merger agreement, equity and debt commitment letters, guarantees, and other ancillary agreements (including in each case a voting and support agreement) followed on March 28, 2017. Each bidder indicated that prior to execution of a definitive merger agreement, it would expect an opportunity to meet with our senior management for preliminary discussions regarding potential post-closing employment arrangements. The draft merger agreements submitted by Bidder C and Bidder D did not include a financing condition, but did provide for a "leveraged buyout model" of transaction in which the financial sponsor's equity commitment to the acquisition vehicle and related fund guarantee would be for only a portion of the anticipated purchase price, and the draft merger agreement incorporated certain important limitations on the exposure of the financial sponsor in the event the transaction was not completed: in particular, in the event that the debt financing contemplated by the debt financing commitments of the respective potential buyer became unavailable, the exposure of the financial sponsor would be limited to payment to us of a reverse termination fee of less than 10% of the aggregate merger consideration.

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        The table below presents the price per share offered by each bidder in its final bid:

        On March 28, 2017, the Board met via telephone to discuss the final bids submitted by the three bidders. Also in attendance at the request of the Board were Mr. Dodd and representatives of Houlihan Lokey and of Covington. At that meeting, representatives of Houlihan Lokey reviewed and discussed the final bids from the three potential buyers remaining in the process. While NMC and Bidder D had indicated that they had substantially completed their due diligence, Bidder C indicated that it had not yet completed its diligence. Following discussion, the Board unanimously agreed that the NMC offer was superior to the other proposals both on price and its markup of the draft merger agreement. Accordingly, the Board instructed our management and its advisors to continue to negotiate a transaction with NMC at that point, with an aim to signing the merger agreement by March 30, 2017. In addition, the Board authorized Mr. Vincze to engage in preliminary discussions with representatives of NMC regarding potential post-closing employment arrangements for our senior management.

        Following such instructions, Covington revised the draft of the merger agreement and provided a further mark-up to K&E in the evening of March 28, 2017. Over the next two days, Covington and K&E continued negotiations of the merger agreement, the form of voting and support agreement, and other ancillary documents, and exchanged successive drafts of the documents.

        The Board convened for a telephonic meeting on March 30, 2017, after the U.S. stock markets closed. Also in attendance were Mr. Dodd and representatives of Houlihan Lokey and Covington. At the meeting, Covington reviewed with the Board its fiduciary duties in the context of the proposed Merger. Covington then summarized the material terms of the proposed form of merger agreement. Mr. Vincze then described for the Board his preliminary discussions with representatives of NMC about the proposed approach to post-closing employment arrangements and incentives for senior management. At the request of the Board, Houlihan Lokey then reviewed and discussed its financial analyses with respect to the Company and the proposed Merger, as more fully described under "The Merger—Opinion of Houlihan Lokey—Summary of Material Financial Analyses." Thereafter, at the request of the Board, Houlihan Lokey verbally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey's written opinion addressed to the Board dated March 30, 2017), as to, as of such date, the fairness, from a financial point of view, to our stockholders, of the Merger Consideration to be received by such holders in the Merger pursuant to the terms of the Merger Agreement. The full text of the written opinion of Houlihan Lokey, which describes, among other things, the assumptions made, procedures followed, other matters considered and limit of review by Houlihan Lokey, is attached as Annex B to this proxy statement.

        At the March 30, 2017 meeting, following discussion and after consultation with Messrs. Vincze and Dodd and the representatives of Houlihan Lokey and Covington, the Board unanimously determined that the Merger Agreement, the Merger and the other transactions contemplated thereby, were advisable and fair to, and in the best interests of, the Company and our stockholders, approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement in accordance with the DGCL, resolved to recommend that our stockholders adopt the Merger Agreement, and took such actions as were necessary to render Section 203 of the DGCL inapplicable to the transactions contemplated by the Merger Agreement and the Voting and Support Agreement. The Board also authorized our executive officers to, in accordance with the Merger Agreement, call a special meeting of our stockholders to vote on the adoption of the Merger Agreement and to establish a time and place for such special meeting and a record date for those stockholders entitled to notice of a vote at such special meeting.

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        Later in the evening on March 30, 2017, the Merger Agreement, the Voting and Support Agreement, the Equity Commitment Letter and the Guarantee were executed, and we announced execution of the Merger Agreement before the U.S. stock markets opened on the morning of March 31, 2017.

Reasons for the Merger; Recommendation of the Board

Reasons for the Merger

        At a meeting held on March 30, 2017, the Board unanimously determined that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable and fair to, and in the best interests of, the Company and our stockholders, and approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board resolved to recommend that our stockholders adopt the Merger Agreement.

        In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, the Board consulted with our management and its outside legal and financial advisors. In the course of reaching its determination that the Merger Agreement, the Merger and the other transactions contemplated thereby were advisable and fair to, and in the best interests of, the Company and our stockholders, and to recommend that our stockholders adopt the Merger Agreement, the Board considered numerous factors and benefits of the Merger, each of which the Board believed supported its unanimous determination and recommendation. As a result, for the reasons set forth below, the Board recommends that our stockholders adopt the Merger Agreement, voting "FOR " the Merger Proposal:

•

Merger Consideration.   The Board considered the fact that the Merger Consideration represents:



•

a premium of approximately 46.9% to the closing price of our common stock on March 30, 2017, which was the last full trading day before the Board approved the Merger Agreement, representing approximately $177.1 million of aggregate value to our stockholders;



•

a premium of approximately 62.0% to the average closing price of our common stock for the trading days during the 30-day period that ended on March 30, 2017;



•

a premium of approximately 64.9% to the average closing price of our common stock for the trading days during the 90-day period that ended on March 30, 2017;



•

a premium of approximately 106.2% to the average closing price of our common stock for the trading days during the 365-day period that ended on March 30, 2017; and



•

the Board's belief that it had obtained Parent's best and final offer, and that, as of the date of the Merger Agreement, the Merger Consideration represented the highest per share consideration reasonably obtainable.



•

Company's Operating and Financial Condition; Prospects of the Company.   The Board considered that the Merger Consideration of $17.55 per share to be received by our stockholders provides greater certainty of value (and less risk) to our stockholders relative to the potential trading price of our common stock over a longer period after accounting for the long-term risks to our business resulting from operational execution risk and evolving industry dynamics.



•

Strategic Process; Parent's Bid was the Highest.   The Board considered its belief that the value offered to our stockholders in the Merger was more favorable to our stockholders than the potential value of remaining an independent public company and that the Merger Consideration obtained was the highest that was reasonably attainable. The Board also considered the process through which we, with the assistance of our financial advisor, engaged in discussions with other interested parties believed to be the most likely candidates to pursue an acquisition of the

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Company over the course of approximately three months, including by approaching 23 parties, executing confidentiality agreements with 22 of them, conducting meetings between management and 17 of those parties, receiving initial indications of interest from seven of them and updated bids from three of them, and then ultimately receiving final bids from those same three parties, of which Parent's bid was the highest, at $17.55, while the final bids of the two other parties were for a price per share of $14.75 and $13.50, respectively.

•

Increase in Share Price.   The Board considered that the Merger Consideration of $17.55 per share was significantly higher than the implied price per share range of $14.30 - $15.78 in the initial indication of interest provided by Parent's affiliate NMC in February 2017, and also significantly higher than the implied price per share range provided by all other six parties that provided initial indications of interest, which together had an implied share price ranging from $13.74 - $16.82.



•

Cash Consideration; Certainty of Value.   The Board considered the fact that the Merger Consideration will be paid in cash, providing certainty, immediate value and liquidity to our stockholders.



•

No Financing Condition and Full Equity Backstop.   The Board considered the fact that (i) the Merger is not subject to a financing condition, and that the Equity Investor committed to fund Parent with up to $665.0 million, which, together with our cash on hand at closing, is expected to be sufficient to cover the aggregate amounts required to pay the Merger Consideration, the amounts payable to holders of Company Equity Awards, the repayment of outstanding indebtedness under the Credit Agreement and payment of fees required to be paid pursuant to the Merger Agreement, and (ii) we are entitled, under certain circumstances, to seek specific performance to cause Parent to draw down the full proceeds of the Equity Commitment Letter in connection with the consummation of the Merger.



•

Financial Analysis of the Company's Financial Advisor and Related Opinion.   The Board considered the financial analyses reviewed by Houlihan Lokey with the Board, as well as the oral opinion of Houlihan Lokey rendered to the Board, on March 30, 2017 (which was subsequently confirmed in writing by delivery of Houlihan Lokey's written opinion addressed to the Board dated March 30, 2017), as to, as of such date, the fairness, from a financial point of view, to our stockholders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.



•

Negotiations with Parent.   The Board considered the benefits that we and our advisors were able to obtain during our negotiations with Parent and that the Merger Agreement was the product of arm's-length negotiations, and contained terms and conditions that were, in the Board's view, advisable and favorable to us and our stockholders.



•

The Merger Agreement.   The Board considered the provisions of the Merger Agreement, including:



•

the agreed exclusions of certain events and conditions from the definition of "Company Material Adverse Effect";



•

our ability under certain circumstances to entertain unsolicited proposals for an acquisition that would reasonably be expected to lead to a "superior proposal";



•

the ability of the Board under certain circumstances to withdraw or modify its recommendation that our stockholders adopt the Merger Agreement, including in connection with a "superior proposal";

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•

our and Parent's respective termination rights, including our right to terminate the Merger Agreement under certain circumstances in order to accept a "superior proposal" and enter into a definitive agreement with respect to such "superior proposal";



•

the termination fee payable by us under certain circumstances, which the Board believed was reasonable relative to termination fees in transactions of a similar size and determined was unlikely to become payable unless the Board entered into a definitive agreement providing for a "superior proposal";



•

the representations and warranties of the Company, which the Board considered reasonable for a transaction of this nature, and which were in several cases qualified by "Company Material Adverse Effect" and by disclosures made in our SEC filings, and in other cases by knowledge or materiality, or by reference to certain limited time periods;



•

the representations and warranties of Parent and Merger Sub;



•

the covenants and agreements of the parties; and



•

the conditions to closing of the Merger.



•

Timing of Completion.   The Board considered the anticipated timing of the consummation of the transactions contemplated by the Merger Agreement, and the structure of the transaction as an all-cash merger, which should, subject to the satisfaction or waiver of certain closing conditions, allow our stockholders to receive the Merger Consideration in a relatively short timeframe. The Board considered that the potential for closing in a relatively short timeframe could also reduce the amount of time in which our business would be subject to the potential uncertainty of closing and related disruption.



•

Appraisal Rights.   The Board considered the availability of statutory appraisal rights to our stockholders who do not vote in favor of the adoption of the Merger Agreement (or consent thereto in writing) and otherwise comply with all required procedures under the DGCL.



•

Stockholders' Ability to Reject the Merger.   The Board considered the fact that the Merger is subject to the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the shares of our common stock outstanding and entitled to vote thereon at the close of business on the record date.



•

Voting and Support Agreement.   The Board considered the fact that the Voting and Support Agreement with Clark Estates terminates in the event that the Merger Agreement is terminated, which would permit Clark Estates to support a transaction involving a "superior proposal."

        The Board also considered a variety of risks and uncertainties and other potentially negative factors in its evaluation of the Merger and the Merger Agreement, including, but not limited to, the following:

•

Delays in or Failure to Complete Merger.   The Merger may be delayed or not be completed, resulting in loss of value to our stockholders and negative impact on our financial position, operations and prospects.



•

Lack of Ongoing Equity Participation for Our Stockholders.   Our stockholders will have no ongoing equity participation in the Company or Parent following the Merger, and our stockholders will cease to participate in our future earnings or growth, if any, and will not benefit from increases, if any, in the value of the Surviving Corporation's common stock following the Merger.



•

Substantial Costs of Merger.   There have been and will continue to be significant costs involved in connection with negotiating the Merger Agreement and completing the Merger (certain of which we will be required to bear), including in connection with the pursuit of regulatory approval and

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in connection with litigation that could arise in the future in connection with the Merger. In addition, substantial management time and effort have been and will continue to be required to effectuate the Merger, which could result in disruption of our day-to-day operations during the pendency of the Merger.

•

Disruption of Business and Other Relationships.   If the Merger is not consummated, the pendency of the Merger could adversely affect our and our subsidiaries' relationships with (i) our and their respective customers, employees, suppliers, agents and others with whom we and they have business dealings and (ii) governmental entities.



•

Restrictions on Our Operations.   The terms of the Merger Agreement place restrictions on the conduct of our business prior to completion of the Merger, which may delay or prevent us from undertaking business opportunities that may arise prior to completion of the Merger.



•

Taxable Transaction for Stockholders.   The receipt of cash in exchange for shares of our common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes for many of our stockholders.



•

Interest of Our Directors and Executive Officers.   Our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of our stockholders, including (i) the expectation that certain of our executive officers may enter into agreements with Parent or Merger Sub regarding employment with the Surviving Corporation or regarding the right to purchase or participate in the equity of the Surviving Corporation prior to or following the closing of the Merger, (ii) the accelerated vesting and cash-out of Company Equity Awards held by executive officers and directors, (iii) the obligation to pay transaction or completion bonuses to certain of our executive officers following the completion of the Merger, (iv) our obligation to make cash payments to Mr. Vincze and provide Mr. Vincze with benefit continuation for up to two years following his termination (or a cash payment in lieu thereof) if we terminate his employment for any reason other than death, disability or cause, or he terminates his employment with us for good reason, (v) the payment of cash severance and certain other benefits to our executive officers other than Mr. Vincze and Mr. Bennet if their employment terminates under specified circumstances during specified periods before and after consummation of the Merger, and (vi) continued indemnification and insurance coverage for our directors and executive officers from the Surviving Corporation and Parent under the terms of the Merger Agreement.



•

Termination Fee.   The Board considered the possibility that a termination fee may be due to Parent in certain circumstances where the Merger Agreement is terminated.

        After taking into account all of the factors set forth above, as well as others, the Board concluded that the risks, uncertainties, and other potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to us and our stockholders. Accordingly, the Board determined that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable and fair to, and in the best interests of, the Company and our stockholders.

         The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by the Board in its consideration of the Merger, but is merely a summary of the material positive factors and material negative factors considered by the Board in that regard. In view of the number and variety of factors and the amount of information considered, the Board did not find it practicable to make specific assessments of, quantify, or otherwise assign relative weights to the specific factors considered in reaching its determination. In addition, the Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and individual members of the Board may have given different weights to different factors. Based on the totality of the information presented, the Board collectively reached the unanimous

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decision to approve and declare advisable the Merger Agreement, the Merger and the other transactions contemplated thereby, in light of the factors described above and other factors that the Board felt were appropriate. The above explanation of the reasons for the Merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the section entitled "Cautionary Statement Regarding Forward-Looking Information," beginning on page 21.

Recommendation of the Board

         THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE MERGER PROPOSAL.

Opinion of Houlihan Lokey

Summary of Opinion

        On March 30, 2017, Houlihan Lokey verbally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey's written opinion addressed to the Board dated March 30, 2017), as to, as of such date, the fairness, from a financial point of view, to our stockholders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

         Houlihan Lokey's opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to our stockholders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement, and did not address any other aspect or implication of the Merger, any related transaction or any other agreement, arrangement or understanding entered into in connection therewith or otherwise. This summary of Houlihan Lokey's opinion is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey's opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, the Company, any of our security holders or any other person as to how to act or vote with respect to any matter relating to the Merger or otherwise.

        In arriving at its opinion, Houlihan Lokey, among other things:

        1.     reviewed a draft, dated March 29, 2017, of the merger agreement;

        2.     reviewed certain of our publicly available business and financial information that Houlihan Lokey deemed to be relevant;

        3.     reviewed certain information relating to our historical, current and future operations, financial condition and prospects that we made available to Houlihan Lokey, including financial projections (and adjustments thereto) prepared by our management relating to the Company;

        4.     spoke with certain members of our management and certain of our representatives and advisors regarding our business, operations, financial condition and prospects, the Merger and related matters;

        5.     compared our financial and operating performance with that of other companies with publicly traded equity securities that Houlihan Lokey deemed to be relevant;

        6.     considered the publicly available financial terms of certain transactions that Houlihan Lokey deemed to be relevant;

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        7.     reviewed the current and historical market prices and trading volume for our common stock and the current and historical market prices and trading volume of the publicly traded securities of certain other companies that Houlihan Lokey deemed to be relevant; and

        8.     conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate.

        Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, our management advised Houlihan Lokey, and Houlihan Lokey assumed, that the projections which the Company refers to as the projections prepared under the "base case" scenario in the section "The Merger—Selected Company Projections" (the "Base Case Projections") were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to our future financial results and condition. At our direction, Houlihan Lokey assumed that the Base Case Projections provided a reasonable basis on which to evaluate the Company and the Merger and Houlihan Lokey, at our direction, used and relied upon the Base Case Projections for purposes of its analysis and opinion. Houlihan Lokey expressed no view or opinion with respect to the Base Case Projections or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in our business, assets, liabilities, financial condition, results of operations, cash flows or prospects since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analysis or opinion, and that there was no information nor were there any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

        Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the merger agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the merger agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger would be satisfied without waiver thereof, and (d) the Merger would be consummated in a timely manner in accordance with the terms described in the merger agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the Merger or us that would be material to Houlihan Lokey's analysis or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any respect from the draft merger agreement identified above.

        Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of our or any other party's assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise), nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which we were or may have been a party or were or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which we were or may have been a party or were or may have been subject.

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        Houlihan Lokey's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of the opinion. Houlihan Lokey did not express any opinion as to the price or range of prices at which our common stock could be purchased or sold, or otherwise transferable, at any time.

        Houlihan Lokey's opinion was furnished for the use of the Board (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey's prior written consent. Under the terms of its engagement by the Board, neither Houlihan Lokey's opinion nor any other advice or services rendered by it in connection with the Merger or otherwise should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to or agency relationship with the Board, the Company, any of our security holders or creditors or any other person, regardless of any prior or ongoing advice or relationships. The opinion is not intended to be, and does not constitute, a recommendation to the Board, the Company, any of our security holders or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

        Houlihan Lokey's opinion only addressed the fairness, from a financial point of view, to our stockholders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement, and did not address any other aspect or implication of the Merger, any related transaction or any agreement, arrangement or understanding entered into in connection therewith or otherwise. Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Board, the Company, our security holders or any other party to proceed with or effect the Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Merger Consideration to the extent expressly specified in the opinion), (iii) the fairness of any portion or aspect of the Merger to the holders of any class of our securities, our creditors or any of our other constituencies, or to any other party, except if and only to the extent expressly set forth in the last sentence of its opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might have been available to us or any other party, (v) the fairness of any portion or aspect of the Merger to any one class or group of our or any other party's security holders or other constituents vis-à-vis any other class or group of our or such other party's security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not we, Parent, our or their respective security holders or any other party is receiving or paying reasonably equivalent value in the Merger, (vii) the solvency, creditworthiness or fair value of the Company, Parent or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any directors, officers or employees of any party to the Merger, any class of such persons or any other party, relative to the Merger Consideration or otherwise. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Board, on the assessments by the Board, us and our and their respective advisors as to all legal, regulatory, environmental, accounting, insurance and tax matters with respect to us, the Merger or otherwise.

        In preparing its opinion to the Board, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey's analyses is not a complete description of the

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analyses underlying Houlihan Lokey's opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey's opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey's overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey's analyses and opinion.

        In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey's analyses for comparative purposes is identical to the Company or the Merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Base Case Projections and the implied reference range values indicated by Houlihan Lokey's analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of companies' assets, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond our control. Much of the information used in, and accordingly the results of, Houlihan Lokey's analyses are inherently subject to substantial uncertainty.

        Neither Houlihan Lokey's opinion nor its analyses were determinative of the Merger Consideration, which was determined through negotiation between the Company and Parent. For additional information about the Board's reasons for recommending that stockholders vote to adopt the Merger Agreement, see "The Merger—Reasons for the Merger; Recommendation of the Board," beginning on page 37.

Summary of Material Financial Analyses

        The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Board on March 30, 2017. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey or the Board. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey's analyses.

        For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including:

•

Enterprise Value—generally, the value as of a specified date of the relevant company's outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the amount of debt outstanding, preferred stock and non-controlling interests, and less the amount of cash and cash equivalents on its balance sheet.

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•

Adjusted EBITDA—generally, the amount of the relevant company's earnings before interest, taxes, depreciation and amortization for a specified time period, as adjusted for certain non-recurring items.

        Unless the context indicates otherwise, enterprise values and equity values used in the selected companies analysis described below were calculated using the closing price of our common stock and the common stock of the selected companies listed below as of March 28, 2017, and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of our future financial performance relied upon for the financial analyses described below were based on the Base Case Projections. The estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

        Selected Companies Analysis.     Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant. The selected companies were selected because they were deemed to be similar to the Company in one or more respects, including the nature of their business, size, products, geography and financial performance. Houlihan Lokey identified a sufficient number of companies for purposes of its analysis but may not have included all companies that might be deemed comparable to the Company. The financial data reviewed included:

•

Enterprise value as a multiple of estimated Adjusted EBITDA for the last 12 months, or "LTM Adjusted EBITDA";



•

Enterprise value as a multiple of estimated Adjusted EBITDA for the next fiscal year, or "NFY Adjusted EBITDA"; and



•

Enterprise value as a multiple of estimated Adjusted EBITDA for the year following the next fiscal year, or "NFY + 1 Adjusted EBITDA."

        The selected companies and corresponding multiples were:

        Taking into account the results of the selected companies analysis and Houlihan Lokey's experience and professional judgment, Houlihan Lokey applied selected multiple ranges of 9.5x to 10.5x to our LTM Adjusted EBITDA, 8.5x to 9.5x to our estimated NFY (2017E) Adjusted EBITDA and 8.0x to 9.0x to our estimated NFY + 1 (2018E) Adjusted EBITDA. The selected companies analysis indicated implied reference ranges per share of our common stock of $13.06 to $14.62 based on LTM Adjusted EBITDA, $12.90 to $14.62 based on NFY Adjusted EBITDA and $13.22 to $15.09 based on NFY + 1 Adjusted EBITDA, as compared to the Merger Consideration of $17.55 per share of our common stock in the Merger pursuant to the Merger Agreement.

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        Selected Transactions Analysis.     Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. The selected transactions were selected because the target companies were deemed to be similar to the Company in one or more respects, including the nature of their business, size, products, geography and financial performance. Houlihan Lokey identified a sufficient number of transactions for purposes of its analysis but may not have included all transactions that might be deemed comparable to the proposed Merger. The financial data reviewed included enterprise value as a multiple of LTM Adjusted EBITDA, and the selected transactions and corresponding multiples were:

        Taking into account the results of the selected transactions analysis and Houlihan Lokey's experience and professional judgment, Houlihan Lokey applied a selected multiple range of 8.5x to 9.5x to TRC's LTM Adjusted EBITDA. The selected transactions analysis indicated an implied reference range per share of our common stock of $11.50 to $13.06, as compared to the Merger Consideration of $17.55 per share of our common stock in the Merger pursuant to the Merger Agreement.

        Discounted Cash Flow Analysis.     Houlihan Lokey performed a discounted cash flow analysis of the Company using unlevered free cash flows based on the Base Case Projections. Based on its experience and professional judgment, Houlihan Lokey applied a range of terminal value multiples of 8.5x to 9.5x to our projected Adjusted EBITDA for the fiscal year ending June 30, 2021 and discount rates ranging from 12.0% to 13.0%. The discounted cash flow analysis indicated an implied reference range per share of our common stock of $15.36 to $17.61, as compared to the Merger Consideration of $17.55 per share of our common stock in the Merger pursuant to the Merger Agreement.