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Boxwood Merger to Adjourn Special Meeting Until 9 January as Company Seeks Funding for Merger
Tuesday 10 December 2019

10 December 2019 - Texas, US-based special purpose acquisition company Boxwood Merger Corp. (NASDAQ: BWMC) (NASDAQ: BWMCU) (NASDAQ: BWMCW) plans to convene and then adjourn, without conducting any business, a special meeting in lieu of the 2019 annual meeting of stockholders of Boxwood, scheduled to occur on 12 December until 9 January, the company said.

The special meeting is being held to vote on the proposals described in Boxwood's definitive proxy statement, filed with the US Securities and Exchange Commission on November 12, 2019, relating to its proposed business combination with professional testing, inspection, engineering and consulting services provider Atlas Intermediate Holdings LLC, a portfolio company of Bernhard Capital Partners.

Boxwood is in discussions with certain institutional and accredited investors to provide equity or equity-related financing in connection with the closing of the business combination, and the adjournment is intended to provide Boxwood with additional time to conclude such financing arrangements.

In connection with the adjournment of the special meeting, Boxwood has extended the deadline by which holders of Boxwood's shares of class A common stock may request that Boxwood redeem all or a portion of such shares for cash if the business combination is consummated to 7 January.

Boxwood and Atlas expect to close the business combination shortly after the special meeting, subject to the approval of Boxwood's stockholders at the special meeting and other closing conditions.

In August, Boxwood Merger announced it had agreed to combine with Atlas Intermediate Holdings LLC.

The transaction reflects an implied enterprise value at closing of USD 709.5m for the company, based on current assumptions, excluding the net present value of an anticipated tax benefit of USD 55m.

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.

Atlas is currently a portfolio company of Bernhard Capital Partners. The new company will be well-positioned to benefit from a 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. Bernhard Capital and the Atlas management team will retain a significant equity stake in Atlas Technical at the closing of the proposed transaction.

Boxwood said this transaction directly aligns with the company's intention to enter the public markets as it looks to realise the full growth potential of its purpose-built platform.

With the acquisition, it further extends the reach of its platform by cross-selling services to existing customers while attracting new customers through an enhanced platform of capabilities.

Boxwood Merger Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganisation or similar business combination with one or more businesses.

Atlas is a provider of professional testing, inspection engineering and consulting services, offering solutions to public and private sector clients in the transportation, commercial, water, government, education and industrial markets.

Bernhard Capital Partners is a services-focussed private equity management firm.

Greenhill and 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 and Strawn LLP and Atrium LLP are serving as legal advisors to Boxwood and Kirkland and Ellis LLP is acting as legal advisor to Atlas.
Date Published: 10/12/2019
Target: Atlas Technical Consultants
Country: USA
Deal Size: 709m (USD)
Sector: Construction/Real Estate
Type: LBO
Status: Agreed
Buyer: Boxwood Merger Corp
Buyer Advisor: Winston and Strawn , Atrium LLP