Business Combination is Now Fully Financed
Special Meeting of Stockholders Remains
Scheduled for January 30, 2020
Boxwood Merger Corp. (Nasdaq: BWMC, BWMCU and BWMCW) (“Boxwood”)
is pleased to announce that it has secured additional financing in
support of its business combination with Atlas Intermediate
Holdings LLC (“Atlas”) (the “business combination”). This financing
includes a common and non-convertible preferred equity commitment
from GSO Capital Partners, the credit arm of Blackstone (“GSO”), of
up to $155 million. In addition, Bernhard Capital Partners (“BCP”)
has agreed to an increased equity rollover of up to $50 million.
With these financing and additional equity rollover commitments,
the business combination is now fully financed.
GSO’s private investment in public equity (“PIPE”) commitment
provides for the purchase of up to $145 million of a new class of
Series A Senior Preferred Units (the “Preferred Units”) of Atlas TC
Holdings LLC, a wholly-owned subsidiary of Boxwood (“Holdings”)
which will indirectly own 100% of Atlas, and up to $10 million in
shares of Class A common stock of Boxwood, at $10.00 per share, in
connection with the closing of the business combination. The
Preferred Units to be purchased by GSO will be purchased at a price
of $1,000 per unit, have a liquidation preference of $1,000 per
unit plus accrued and unpaid dividends, and pay a dividend of 5%
per annum, plus either an additional 6.25% per annum in cash or
7.25% per annum in additional Preferred Units, at Holdings’ option,
payable quarterly in arrears. The Preferred Units will be
non-convertible and will be redeemable by Holdings beginning two
years after the closing of the business combination at a price
equal to 103% of their liquidation preference and beginning three
years after the closing at a price equal to their liquidation
preference.
Boxwood also announced that it has entered into an amendment to
the unit purchase agreement for the business combination (the
“Amended Purchase Agreement”). The amendment provides for an
increase in BCP’s potential rollover equity in Atlas by up to an
additional $50 million of common units of Holdings, at $10.00 per
unit.
In connection with Boxwood’s receipt of the PIPE commitment and
the entry into the Amended Purchase Agreement, Atlas has confirmed
its 2019 Adjusted EBITDA* and 2020 Adjusted EBITDA guidance
previously provided to Boxwood and its board of directors that was
disclosed in Boxwood’s definitive proxy statement relating to the
business combination, and which does not reflect the expected
closing next month of Atlas’ previously announced acquisition of
Long Engineering, Inc. (“Long Engineering”) which is expected to be
accretive.
Boxwood also has entered into an amendment to the debt
commitment letter relating to the business combination (the “Debt
Commitment Letter”) with Macquarie Capital and Natixis, New York
Branch (collectively, the “Commitment Parties”) pursuant to which
Boxwood and the Commitment Parties have agreed to, among other
things, reduce the aggregate principal amount of the credit
facilities to be provided by the Commitment Parties from up to $400
million to up to $321 million by reducing the aggregate principal
amount available under the senior secured first lien term loan
facility from $290 million to $281 million and eliminating the
senior secured second lien term loan facility, which would have
been available for an aggregate principal amount of up to $70
million.
“We are pleased to have secured this commitment from GSO under
attractive terms and are looking forward to the closing of our
business combination later this month,” said Stephen Kadenacy,
Chairman and Chief Executive Officer of Boxwood, who will serve as
Executive Chairman of the combined company following the business
combination. “Atlas’ business continues to perform well as
evidenced by Atlas’ confirmation of its previously provided
guidance for 2019 and 2020 Adjusted EBITDA*. We are also looking
forward to closing the Long Engineering acquisition, which will be
our first acquisition as a combined company, just after the close
of the business combination.”
The special meeting in lieu of the 2019 meeting of stockholders
of Boxwood (the “special meeting”) to approve the business
combination and other matters remains scheduled for Thursday,
January 30, 2020, at 10:00 a.m., Eastern Time. The business
combination is expected to close shortly after the special meeting,
subject to the approval of Boxwood’s stockholders at the special
meeting and satisfaction of the other closing conditions.
About Atlas Technical Consultants
Headquartered in Austin, Texas, Atlas is a leading provider of
professional testing, inspection engineering and consulting
services under the name Atlas Technical Consultants, offering
solutions to public and private sector clients in the
transportation, commercial, water, government, education and
industrial markets. With more than 100 offices in 40 states and
over 3,200 employees, Atlas provides a broad range of
mission-critical technical services, helping clients test, inspect,
certify, plan, design and manage a wide variety of projects across
diverse end markets. For more information, go to
https://www.oneatlas.com.
About Boxwood Merger Corp.
Boxwood is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. In August 2019, Boxwood announced its
proposed business combination with Atlas, and filed the definitive
proxy statement with the SEC on November 12, 2019. Boxwood’s shares
of Class A common stock, units and warrants trade on Nasdaq under
the ticker symbols “BWMC,” “BMWCU” and “BWMCW,” respectively.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed business combination
and other transactions described herein or otherwise, nor shall
there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Important Information for Investors and Stockholders
In connection with the business combination, on November 12,
2019, Boxwood filed a definitive proxy statement with the SEC. The
definitive proxy statement and other relevant documents has been
sent or given to the stockholders of Boxwood as of November 6,
2019, the record date established for voting on the proposed
business combination and contains important information about the
business combination and related matters. Boxwood stockholders and
other interested persons are advised to read the definitive proxy
statement, any amendments thereto and any other materials filed or
that will be filed with the SEC in connection with Boxwood’s
solicitation of proxies for the meeting of stockholders to be held
to approve, among other things, the business combination, because
they contain or will contain important information about Boxwood,
Atlas and the business combination. Stockholders are also able to
obtain copies of the definitive proxy statement and other relevant
materials, without charge, at the SEC’s website at www.sec.gov.
Copies of the documents filed with the SEC by Boxwood can be
obtained free of charge at https://www.cstproxy.com/boxwoodmc/2019
or by directing a written request to Boxwood Merger Corp., 8801
Calera Drive, Austin, Texas 78735 or by telephone at (512)
575-3637.
Participants in the Solicitation
Boxwood and Atlas and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
of Boxwood stockholders in connection with the business
combination. Information about such persons, including their names
and a description of their interests in Boxwood, Atlas and the
business combination, as applicable, are set forth in the
definitive proxy statement for the proposed business combination.
The definitive proxy statement is available free of charge at the
SEC’s website at www.sec.gov, or by directing a request to Boxwood,
8801 Calera Drive, Austin, Texas 78735 or by telephone at (512)
575-3637.
Forward-Looking Statements
This communication includes certain statements that may
constitute “forward-looking statements” for purposes of the federal
securities laws. Forward-looking statements include, but are not
limited to, statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements may include, for example, statements about the parties’
ability to effect the business combination and related financing
transactions and the benefits of the business combination. These
forward-looking statements are based on information available as of
the date of this press release, and current expectations, forecasts
and assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing the parties’ views as of any
subsequent date, and Boxwood and Atlas do not undertake any
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made, whether as a result
of new information, future events or otherwise, except as may be
required under applicable securities laws. You should not place
undue reliance on these forward-looking statements. As a result of
a number of known and unknown risks and uncertainties, actual
results or performance may be materially different from those
expressed or implied by these forward-looking statements. Some
factors that could cause actual results to differ include, but are
not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the unit
purchase agreement entered into in connection with the business
combination (the “transaction agreement”); (2) the outcome of any
legal proceedings that may be instituted against Boxwood or Atlas
relating to the proposed business combination and related
transactions or the definitive proxy statement; (3) the inability
to complete the transactions contemplated by the transaction
agreement due to the failure to obtain approval of the stockholders
of Boxwood or satisfy other conditions to the closing of the
business combination and the inability to complete the transactions
contemplated by the agreement between Atlas and Long Engineering
due to the failure to satisfy the conditions to the closing of such
transactions; (4) the ability to obtain or maintain the listing of
Boxwood’s shares of Class A common stock and warrants on Nasdaq
following the business combination; (5) the risk that the business
combination disrupts the parties’ current plans and operations as a
result of the announcement and consummation of the transactions
described herein; (6) the ability to recognize the anticipated
benefits of the business combination or the acquisition of Long
Engineering, which may be affected by, among other things,
competition, the ability of Boxwood, Atlas and Long Engineering to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain management and key employees;
(7) costs related to the business combination and the acquisition
of Long Engineering; (8) changes in applicable laws or regulations;
(9) the possibility that Boxwood, Atlas or Long Engineering may be
adversely affected by other economic, business, and/or competitive
factors; (10) with respect to 2019 Adjusted EBITDA guidance,
completion and finalization of fourth quarter and year-end
financial and accounting procedures and audit of the financial
statements; and (11) other risks and uncertainties indicated from
time to time in the definitive proxy statement filed by Boxwood
with the SEC in connection with the business combination, including
those under “Risk Factors” therein, and other factors identified in
Boxwood’s prior and future filings with the SEC, available at
www.sec.gov.
* About Non-GAAP Financial Measures
This press release includes Atlas’ guidance for 2019 and 2020
Adjusted EBITDA, which is a financial measure not prepared in
accordance with accounting principles generally accepted in the
United States (“GAAP”). Atlas believes that Adjusted EBITDA is a
useful performance measure that allows for an effective evaluation
of Atlas’ operating performance when compared to its peers, without
regard to its financing methods or capital structure. However,
Adjusted EBITDA is not a financial measure calculated in accordance
with GAAP and should not be considered as a substitute for, or in
isolation from, net income (loss), revenue, operating profit, or
any other operating performance measures calculated in accordance
with GAAP.
Atlas defines Adjusted EBITDA as net income before interest
expense, income taxes, depreciation and amortization, as adjusted
for certain one-time or non-recurring items and other adjustments.
In addition, the Adjusted EBITDA guidance Atlas has provided to
Boxwood assumes projected annual public company costs and includes
pro forma cost synergies reflecting the impact of cost savings
arising from the merger between Atlas and ATC Group Partners LLC
and subsidiaries (“ATC”) in 2019 by eliminating duplicate costs
including those relating to labor, rent, sourcing and information
technology.
Atlas excludes these items from net income in arriving at
Adjusted EBITDA because these amounts are either non-recurring or
can vary substantially within the industry depending upon
accounting methods and book values of assets, capital structures
and the method by which the assets were acquired. Certain items
excluded from Adjusted EBITDA are significant components in
understanding and assessing a company’s financial performance, such
as a company’s cost of capital and tax structure, as well as the
historic costs of depreciable assets, none of which are reflected
in Adjusted EBITDA. Atlas’ presentation of Adjusted EBITDA should
not be construed as an indication that results will be unaffected
by the items excluded from Adjusted EBITDA. Atlas’ computation of
Adjusted EBITDA may not be identical to other similarly titled
measures of other companies.
Atlas is unable to provide a quantitative reconciliation of this
forward-looking non-GAAP measure to the most directly comparable
forward-looking GAAP measure without unreasonable effort due to the
potentially high variability, complexity and low visibility as to
the items that would be excluded from the GAAP measure in the
relevant future period, such as unusual gains or losses. The
variability of the excluded items may have a significant, and
potentially unpredictable, impact on our future GAAP results.
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version on businesswire.com: https://www.businesswire.com/news/home/20200123005407/en/
Investors Rodny Nacier, 512-851-1507 ir@oneatlas.com
Media Elyse Gentile, 646-677-1823
Elyse.Gentile@icrinc.com
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