Creates Leading Publicly-Traded National
Provider of Professional and Technical Services
Boxwood Merger Corp. Has Been Renamed Atlas
Technical Consultants, Inc.
Class A Common Stock Will Trade on Nasdaq under
the Ticker Symbol “ATCX” Commencing on February 18, 2020
Boxwood Merger Corp. (Nasdaq: BWMC, BWMCU and BWMCW)
(“Boxwood”), a publicly-traded special purpose acquisition company,
and Atlas Intermediate Holdings LLC (“Atlas”), a leading provider
of professional testing, inspection, engineering, program
management and consulting services under the name Atlas Technical
Consultants, announced today the completion of their previously
announced business combination, pursuant to which Boxwood acquired
Atlas, a Bernhard Capital Partners portfolio company, for
approximately $617 million in total consideration. The business
combination was approved by Boxwood’s stockholders on February 10,
2020. The combined company (the “Company”) is well-positioned to
benefit from favorable tailwinds, including the growing need to
inspect, service, repair and invest in U.S. infrastructure.
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Upon the completion of the business combination, the Company
changed its name to “Atlas Technical Consultants, Inc.” Beginning
February 18, 2020, the Company’s shares of Class A common stock
will commence trading on Nasdaq under the new ticker symbol
“ATCX.”
“Becoming a publicly-traded company represents a significant
milestone in our mission to becoming the preferred provider of
professional and technical services in our industry,” said Joe
Boyer, the Company’s Chief Executive Officer. “With greater
financial flexibility and a clear plan to create long-term
stockholder value, we are well positioned to capitalize on the
opportunities ahead of us to extend the reach of our platform and
foster long-term growth for the Company.”
“We cannot be more pleased to enter the next phase of growth for
the Company,” added Steve Kadenacy, a member of the board of
directors of the Company and the former Chief Executive Officer of
Boxwood. “We are in a unique position to capitalize on the strong
demand in the market and ample pipeline of bolt-on acquisitions to
grow the Company quickly while maintaining our core principle of
operating a low risk professional services organization.”
“I’m very excited to work with Joe Boyer and the Atlas team as
we transition from the Boxwood SPAC to a publicly-traded Atlas,”
said Brian Ferraioli, Executive Chairman and Chairman of the board
of directors of the Company.
Greenhill & Co. and Macquarie Capital acted as financial
advisors to Boxwood and BofA Merrill Lynch, Stifel, Morgan Stanley,
Macquarie Capital and Helena Capital Advisors acted as capital
markets advisors to Boxwood. Boxwood secured debt financing for the
transaction from Macquarie Capital and Natixis. Winston &
Strawn LLP acted as legal advisor to Boxwood and Kirkland &
Ellis LLP acted as legal advisor to Atlas. Harris Williams and
Houlihan Lokey acted as financial advisor to Atlas.
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
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 Bernhard Capital Partners
Bernhard Capital Partners is a services-focused private equity
management firm established in 2013 by Jim Bernhard, Jeff Jenkins
and a team of experienced private equity professionals. Bernhard
Capital seeks to create sustainable value by leveraging its
founding partners' experience in acquiring, operating and growing
services businesses. From strategic industry insight to operational
efficiencies and best-practice management, Bernhard Capital looks
to provide resources far beyond its investments.
Forward-Looking Statements
This press release 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, the benefits
of the business combination and the growth and performance
prospects of the Company. 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
the Company does 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
outcome of any legal proceedings that may be instituted against the
Company relating to the business combination and related
transactions or the definitive proxy statement relating thereto, as
supplemented; (2) the ability to maintain the listing of the
Company’s shares of Class A common stock and warrants on Nasdaq
following the business combination; (3) the risk that the business
combination disrupts the Company’s plans and operations as a result
of the consummation of the transactions described herein; (4) 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 the
Company and Long Engineering to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain
management and key employees; (5) costs related to the business
combination and the acquisition of Long Engineering; (6) changes in
applicable laws or regulations; (7) the possibility that the
Company may be adversely affected by other economic, business,
and/or competitive factors; and (8) other risks and uncertainties
indicated from time to time in the definitive proxy statement, as
supplemented, filed by Boxwood with the U.S. Securities and
Exchange Commission (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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200214005534/en/
Investors Rodny Nacier 512-851-1507 ir@oneatlas.com Media Elyse
Gentile 646-677-1823 Elyse.Gentile@icrinc.com
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