Boxwood Merger Corp. (Nasdaq: BWMC, BWMCU and BWMCW) has secured additional financing in support of its business combination with Atlas Intermediate Holdings LLC, the company said.
This financing includes a common and non-convertible preferred equity commitment from GSO Capital Partners, the credit arm of Blackstone (“GSO”), of up to USD 155 million. In addition, Bernhard Capital Partners (“BCP”) has agreed to an increased equity rollover of up to USD 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 USD 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 USD 10 million in shares of Class A common stock of Boxwood, at USD 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 USD 1,000 per unit, have a liquidation preference of USD 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 USD 50 million of common units of Holdings, at USD 10.00 per unit.
IHeadquartered in Austin, Texas, Atlas is a 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. For more information, go to https://www.oneatlas.com.
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.