Atlas Technical Consultants, Inc. (NASDAQ: ATCX) (“Atlas” or the
“Company”), a leading provider of professional testing, inspection,
engineering, environmental and consulting services, today announced
that it has commenced an exchange offer (the “Offer”) and consent
solicitation (the “Consent Solicitation”) relating to its
outstanding public warrants and private placement warrants
(collectively, the “warrants”) to purchase shares of Class A common
stock, par value $0.0001 per share, of the Company. The purpose of
the Offer and Consent Solicitation is to simplify the Company’s
capital structure and reduce the potential dilutive impact of the
warrants, thereby providing the Company with more flexibility for
financing its operations in the future.
The Offer and Consent Solicitation are being
made pursuant to a Prospectus/Offer to Exchange dated October 19,
2020, and Schedule TO, dated October 19, 2020, each of which has
been filed with the U.S. Securities and Exchange Commission (“SEC”)
and more fully set forth the terms and conditions of the Offer and
Consent Solicitation.
The Company is offering to all holders of its
warrants the opportunity to receive 0.185 shares of Class A common
stock in exchange for each outstanding warrant tendered by the
holder and exchanged pursuant to the Offer. The Company’s Class A
common stock and public warrants are listed on the Nasdaq Stock
Market under the symbols “ATCX” and “ATCXW,” respectively. As of
October 19, 2020, a total of 23,750,000 warrants were outstanding.
Pursuant to the Offer, the Company is offering up to an aggregate
of 4,393,750 shares of its Class A common stock in exchange for the
warrants.
Concurrently with the Offer, the Company is also
soliciting consents from holders of all outstanding warrants to
amend the warrant agreement that governs all of the warrants to
permit the Company to require that each public warrant that is
outstanding upon the closing of the Offer be converted into 0.1665
shares of Class A common stock, which is a ratio 10% less than the
exchange ratio applicable to the Offer (such amendment, the
“Warrant Amendment”).
As of October 19, 2020, holders of approximately
53.1% of the total warrants outstanding have agreed to consent to
the Warrant Amendment in the Consent Solicitation. Therefore, if
the other conditions described herein are satisfied or waived, then
the Warrant Amendment will be adopted.
The offering period will continue until midnight
(end of day), Eastern Standard Time, on November 16, 2020, or such
later time and date to which the Company may extend, as described
in the Schedule TO and Prospectus/Offer to Exchange (the
“Expiration Date”). Tendered warrants may be withdrawn by holders
at any time prior to the Expiration Date.
The Company has engaged BofA Securities, Inc. as
the Dealer Manager for the Offer and Consent Solicitation. Any
questions or requests for assistance concerning the Offer and
Consent Solicitation may be directed to BofA Securities, Inc. at
(888) 803-9655 (toll-free). D.F. King & Co., Inc. has been
appointed as the Information Agent for the Offer and Consent
Solicitation, and Continental Stock Transfer & Trust Company
has been appointed as the Exchange Agent.
Important Information
Copies of the Schedule TO and Prospectus/Offer
to Exchange will be available free of charge at the website of the
SEC at www.sec.gov. Requests for documents may also be directed to
BofA Securities, Inc. at (888) 803-9655 (toll-free). A registration
statement on Form S-4 relating to the securities to be issued in
the Offer has been filed with the SEC but has not yet become
effective. Such securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective.
This announcement is for informational purposes
only and shall not constitute an offer to purchase or a
solicitation of an offer to sell the warrants or an offer to sell
or a solicitation of an offer to buy any shares of Class A common
stock in any state in which such offer, solicitation or sale would
be unlawful before registration or qualification under the laws of
any such state. The Offer and Consent Solicitation are being made
only through the Schedule TO and Prospectus/Offer to Exchange, and
the complete terms and conditions of the Offer and Consent
Solicitation are set forth in the Schedule TO and Prospectus/Offer
to Exchange.
Holders of the warrants are urged to
read the Schedule TO and Prospectus/Offer to Exchange carefully
before making any decision with respect to the Offer and Consent
Solicitation because they contain important information, including
the various terms of, and conditions to, the Offer and Consent
Solicitation.
None of the Company, any of its management or
its board of directors, or the Information Agent, the Exchange
Agent or the Dealer Manager makes any recommendation as to whether
or not holders of warrants should tender warrants for exchange in
the Offer or consent to the Warrant Amendment in the Consent
Solicitation.
About Atlas Technical
Consultants
Headquartered in Austin, Texas, Atlas is a
leading provider of professional testing, inspection, engineering,
environmental, program management and consulting services. Under
the name Atlas Technical Consultants, we offer solutions to public
and private sector clients in the transportation, commercial,
water, government, education and industrial markets. With more than
100 offices in 40 states and 3,300+ employees, Atlas provides a
broad range of mission-critical technical services, helping clients
test, inspect, certify, plan, design and manage a wide variety of
projects across diverse end markets. For more information, go to
https://www.oneatlas.com.
Forward-Looking Statements
This press release contains certain
forward-looking statements, including but not limited to,
statements relating to the Company’s expectations regarding the
completion, timing and size of the proposed public offering.
Forward-looking statements are based on the Company’s current
expectations and assumptions. The Private Securities Litigation
Reform Act of 1995 provides a safe-harbor for forward-looking
statements. These statements may be identified by the use of
forward-looking expressions, including, but not limited to,
“expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions and the negatives of those terms, including without
limitation, risks related to customary closing conditions or other
risks discussed in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2019, as updated by its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2020 and in the
preliminary prospectus related to the proposed offering filed with
the Securities Exchange Commission. Prospective investors are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise.
Contact:
MediaKarlene
Barron770-314-5270karlene.barron@oneatlas.com
Investor Relations
512-851-1507ir@oneatlas.com
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