Boxwood Merger Corp. (Nasdaq: BWMC, BWMCU and BWMCW), a publicly traded special purpose acquisition company, and Atlas Intermediate Holdings LLC, a provider of professional testing, inspection, engineering and consulting services, have announced that they have entered into a definitive agreement whereby Atlas will become a wholly owned indirect subsidiary of Boxwood, the companies said.
Atlas is currently a portfolio company of Bernhard Capital Partners (“Bernhard Capital”). The new company will be well-positioned to benefit from favorable tailwinds, including the growing need to inspect, service, repair and invest in US infrastructure.
Immediately following the proposed transaction, Boxwood intends to change its name to Atlas Technical Consultants, Inc. and its shares of Class A common stock are expected to continue to be listed on The Nasdaq Stock Market under the ticker symbol “ATCX.” Bernhard Capital and the Atlas management team will retain a significant equity stake in Atlas Technical at the closing of the proposed transaction.
Headquartered in Austin, Texas, Atlas provides mission-critical technical services that help its public and private sector clients test, inspect, certify, plan, design and manage a wide variety of projects across the transportation, commercial, industrial, government, education and other nonresidential markets. Atlas serves as a trusted advisor to its clients, which include government agencies, quasi-public entities, schools, hospitals, utilities and airports, as well as private sector clients across a variety of industries. Approximately 95% of Atlas´ revenues are generated from clients that have tenures longer than 10 years.
Upon the closing of the proposed transaction, the company will be led by Atlas´ management team, including Chief Executive Officer L. Joe Boyer and Chief Financial Officer Walter Powell, who will continue to serve in their respective roles. Boyer possesses more than 30 years of experience in the technical services industry and Powell has over 25 years of financial and audit expertise in both public and private companies.
The transaction reflects an implied enterprise value at closing of USD 709.5 million for the company, based on current assumptions, excluding the net present value of an anticipated tax benefit of USD 55 million.
Upon the closing of the proposed transaction, Boxwood will be reorganized in an “Up-C” structure. The cash component of the purchase price to be paid to the existing Atlas equity holders is expected to be funded by Boxwood´s cash in trust and debt financing, for which a commitment has been obtained. The balance of the consideration payable to the existing Atlas equity holders will consist of rollover equity in the company and a subsidiary thereof to facilitate the company´s “Up-C” structure. Bernhard Capital and the Atlas management team will remain investors by rolling over significant equity into the company and such subsidiary.
The boards of directors of both Boxwood and Atlas have approved the proposed transaction. Completion of the proposed transaction is subject to Boxwood stockholder approval and other customary closing conditions. The parties expect that the proposed transaction will be completed in the fourth quarter of 2019.
Greenhill & Co. and Macquarie Capital are acting as financial advisors to Boxwood and BofA Merrill Lynch, Morgan Stanley, Macquarie Capital and Helena Capital Advisors are acting as capital markets advisors to Boxwood. Boxwood has secured committed debt financing for the transaction from Macquarie Capital and Natixis. Winston & Strawn LLP and Atrium LLP are serving as legal advisors to Boxwood and Kirkland & Ellis LLP is acting as legal advisor to Atlas.