Amended Current Report Filing (8-k/a)
16 Marzo 2020 - 9:56PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 1
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 14, 2020
ATLAS
TECHNICAL CONSULTANTS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-38745
|
|
83-0808563
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
13215
Bee Cave Parkway, Building B, Suite 230
Austin,
Texas 78738
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (512) 575-3637
Boxwood
Merger Corp.
8801
Calera Drive
Austin,
Texas 78735
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Class
A common stock, $0.0001 par value per share
|
|
ATCX
|
|
The
Nasdaq Stock Market LLC
|
Warrants,
each exercisable for one share of Class A common stock
|
|
ATCXW
|
|
The
Nasdaq Stock Market LLC
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory
Note
This
Current Report on Form 8-K/A is filed as an amendment (the “Amendment”) to the Current Report on Form 8-K filed on
February 14, 2020 (the “Original Form 8-K”) by Atlas Technical Consultants, Inc. (formerly known as Boxwood Merger
Corp., “Boxwood”), a Delaware corporation (the “Company”) in order to correct certain information required
by Item 1.01 of Form 8-K (as described below) and to provide additional financial information required by Item 9.01 of the Original
Form 8-K. As previously reported in the Original Form 8-K, on February 14, 2020, the Company completed the previously announced
transactions (the “Closing”) contemplated by the Unit Purchase Agreement, dated as of August 12, 2019, as amended
on January 22, 2020 (the “Purchase Agreement”), by and among the Company, Atlas TC Holdings LLC, a wholly-owned subsidiary
of the Company and a Delaware limited liability company (“Holdings”), Atlas TC Buyer LLC, a wholly-owned subsidiary
of Holdings and a Delaware limited liability company, Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Atlas
Intermediate”) and Atlas Technical Consultants Holdings LP, a Delaware limited partnership. The acquisition of Atlas Intermediate
pursuant to the Purchase Agreement together with the other transactions contemplated by the Purchase Agreement is referred to
herein as the “business combination.” In connection with the consummation of the business combination, the Company
changed its name from “Boxwood Merger Corp.” to “Atlas Technical Consultants, Inc.” Unless the context
otherwise requires, the “Company” refers to the registrant and its subsidiaries, including Atlas Intermediate and
its subsidiaries, after the Closing, and “Boxwood” refers to the registrant prior to the Closing.
The
Original Form 8-K incorporated by reference, among other items, the unaudited condensed consolidated and combined financial statements
of Atlas Intermediate Holdings LLC and ATC Group Partners LLC as of September 30, 2019, and for the nine-month period ended September
30, 2019 attached to the Original Form 8-K as Exhibit 99.3, the historical financial statements of Atlas Intermediate Holdings
LLC as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 included in the Definitive Proxy
Statement filed by Boxwood with the Securities and Exchange Commission on November 12, 2019 (the “Proxy Statement”)
and the unaudited pro forma condensed combined financial information of the Company attached to the Original Form 8-K as Exhibit
99.1. The Original Form 8-K is amended by this Amendment to provide the audited condensed consolidated and combined financial
statements of Atlas Intermediate Holdings LLC and ATC Group Partners LLC as of and for the years ended December 31, 2019, which
are included under Item 9.01 hereto, in accordance with the rules and regulations of the Securities and Exchange Commission, as
well as the additional corresponding information for the relevant fiscal period.
This
Amendment is also being filed to correct and update certain disclosure included in the Original Form 8-K under Item 1.01 under
the headings “GSO Subscription Agreement” and “Support Letter.” Each of the foregoing sections is being
replaced in its entirety with the respective sections “GSO Subscription Agreement” and “Support Letter”
included herein under Item 1.01.
Item
1.01
|
Entry
into a Material Definitive Agreement.
|
GSO
Subscription Agreement
In
connection with the consummation of the business combination, and the previously disclosed Commitment Letter, dated as of January
23, 2020 (the “Commitment Letter”), Holdings and GSO COF III AIV-2 LP (“GSO AIV-2”) entered into a subscription
agreement, dated February 14, 2020 (the “Subscription Agreement”) pursuant to which, GSO AIV-2 purchased 145,000 units
of a new class of Series A Senior Preferred Units of Holdings (the “Preferred Units”) at a price per Preferred Unit
of $978.21 for an aggregate cash purchase price of $141,840,000, which represents a 2.179% original issue discount on the Preferred
Units (such purchase, the “GSO Placement”).
The
holders of the Preferred Units have negative control rights over certain aspects of the business and affairs of Holdings and its
subsidiaries. Under the LLC Agreement, the prior written consent of GSO COF, as the holder of Preferred Units constituting at
least a majority of the outstanding Preferred Units in the aggregate, is required before Holdings or its subsidiaries are permitted
to, among other things, incur additional indebtedness in excess of a specified leverage ratio, dispose of assets, transact with
affiliates, make certain dividend payments, or make changes to Holdings’ organizational documents in a manner adverse to
the Company’s shareholders, in each case, subject to the exceptions and limitations described therein.
The GSO Placement
was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated
thereunder.
Support
Letter
Instead
of purchasing shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”)
directly from the Company, as had previously been contemplated by the Commitment Letter, in connection with the consummation of
the business combination, GSO Capital Opportunities Fund III LP (the “GSO Entity”) purchased 1,000,000 shares of Class
A common stock from an intermediary who had purchased shares from an existing stockholder (the “Market Purchase”).
To induce GSO Entity to make the Market Purchase, the Company entered into a support agreement (the “Support Agreement”)
with GSO Entity pursuant to which the Company agreed, among other things, (i) to sell to GSO Entity 1,000,000 shares of Class
A common stock if the Market Purchase was not consummated in satisfaction of GSO Entity’s obligations under the Commitment
Letter (ii) to increase the original issue discount on the Preferred Units from 2% to 2.179% and (iii) to provide certain indemnification
rights in connection with the Market Purchase.
Item
2.01
|
Completion
of Acquisition of Assets.
|
The
disclosure set forth in the “Introductory Note” above is incorporated herein by reference.
Business
and Properties
The
Business and Properties disclosure of the Company for
the year ended December 31, 2019 is included in this Amendment as Exhibit 99.1 and is incorporated herein by reference.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
The
Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company for the year
ended December 31, 2019 is included in this Amendment as Exhibit 99.2 and is incorporated herein by reference.
Item
9.01
|
Financial
Statements and Exhibits.
|
(a) Financial
Statements of Businesses Acquired
The
audited condensed consolidated and combined financial statements of Atlas Intermediate Holdings LLC and ATC Group Partners LLC
as of and for the year ended December 31, 2019 are attached hereto as Exhibit 99.3 and are incorporated by reference herein.
(d) Exhibits:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
|
ATLAS
TECHNICAL CONSULTANTS, INC.
|
|
|
|
By:
|
/s/
L. Joe Boyer
|
Dated:
March 16, 2020
|
|
Name:
|
L.
Joe Boyer
|
|
|
Title:
|
Chief
Executive Officer
|
3
Grafico Azioni Boxwood Merger (NASDAQ:BWMCU)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Boxwood Merger (NASDAQ:BWMCU)
Storico
Da Giu 2023 a Giu 2024