Item 1.01. Entry into a Material Definitive Agreement.
GSO Subscription Agreement
On
The GSO Placement was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder.
The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the Subscription Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Terms of the Preferred Units Ranking
The Preferred Units rank senior in priority to all other existing and future equity securities of Holdings with respect to liquidation preference and distribution rights.
Liquidation Preference
The Preferred Units have a liquidation preference of
Dividends
Subject to any limitations set forth in the Credit Facility (as defined herein), the Preferred Units 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.
If a cash dividend is not able to be made because of a limitation under the Credit Facilities, then the Liquidation Preference with respect to any Unit shall increase to 3.5625% in any quarter until a cash dividend can be made.
1 Voting
The Preferred Units do not possess voting rights.
Conversion
The Preferred Units are not convertible into any other security of Holdings.
Redemption
Holdings may redeem the Preferred Units beginning on the second anniversary of the Closing Date at a price of 103% of the Liquidation Preference (the "Redemption Premium"), and on the third anniversary of their issuance at the Liquidation Preference, in each case plus accrued and unpaid dividends. The Preferred Units may only be redeemed by Holdings within the first two years of the Closing date upon a change of control as described below, in which case such Preferred Units will be redeemed at a customary make-whole amount as if the Preferred Units were redeemed on the second anniversary. . . .
Item 2.01 Completion of Acquisition of Assets
The disclosure set forth in the "Introductory Note" above is incorporated herein by reference.
The business combination was approved by the Company's stockholders at a special
meeting of the Company's stockholders held on
As of the Closing Date and following the completion of the business combination, the Company had the following outstanding securities:
? 5,827,342 shares of Class A Common Stock; ? 23,912,988 shares of Class B Common Stock; ? 23,750,000 warrants, each exercisable for one share of Class A Common Stock at a price of$11.50 per share.
As of the Closing Date and following the completion of the business combination, the Seller and its limited partners (the "Continuing Members") owned an aggregate of 23,912,988 Holdings Units redeemable on a one-for-one basis for shares of Class A Common Stock. Upon the redemption by any Continuing Member of Holdings Units for shares of Class A common stock, a corresponding number of shares of Class B Common Stock held by such Continuing Member will be cancelled.
At the Closing, following the cancellation of 1,750,000 shares of the Sponsor's
Class F common stock, par value
The rules of the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant
The information set forth in the section entitled "Credit Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
16
Item 3.02 Unregistered Sales of
Class A Common Stock Issuance
On
In connection with the business combination, GSO was transferred 1,200,000
shares of Class F common stock pursuant to the previously disclosed closing
payment letter, dated
In connection with the business combination, the Company issued 200,000 shares
of Class A common stock to
The Company common stock issued in the business combination was not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Class B Common Stock Issuance
On the Closing Date, the Company issued 23,912,988 shares of Class B common stock to the Seller in connection with the business combination. These issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Descriptions of the rights, preferences and privileges of the Class B common stock are set forth under "-Description of the Company's Securities" above.
Item 3.03 Material Modification to Rights of Security Holders
Second Amended and Restated Charter
On
The foregoing description of the A&R Charter does not purport to be complete and is qualified by reference to the A&R Charter, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Amended and Restated Bylaws
On
The foregoing description of the Bylaws does not purport to be complete and is qualified by reference to the Bylaws, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.01 Changes in Control of Registrant.
To the extent required, the information set forth under "Introductory Note" and "Nomination Agreement" in Item 1.01 and Item 2.01 is incorporated herein by reference.
2 Party term to be checked after Credit Facility description added.
17
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information set forth in the sections entitled "Directors and Executive Officers," "Indemnification of Directors and Officers" and "Director and Executive Officer Compensation" of the Proxy Statement are incorporated herein by reference.
The information set forth under "Directors and Executive Officers" in Item 2.01 is incorporated herein by reference.
In addition, the Incentive Plan became effective upon Closing. The material terms of the Incentive Plan are described in the section entitled "The Incentive Plan Proposal" in the Proxy Statement, which is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.06 Change in Shell Company Status
As a result of the business combination, which fulfilled the definition of an initial business combination as required by the Company's amended and restated certificate of incorporation, the Company ceased to be a shell company, as defined in Rule 12b-2 of the Exchange Act, as of the Closing Date. The material terms of the business combination are described in the Proxy Statement in the section entitled "Proposal No. 1-The Business Combination Proposal" and the Proxy Supplement in the section entitled "Supplemental Information to the Definitive Proxy Statement" which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The unaudited condensed consolidated and combined financial statements of
The historical financial statements of Atlas Intermediate as of
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of the Company is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
18 (d) Exhibits: Exhibit No. Description 2.1 Unit Purchase Agreement, datedAugust 12, 2019 , by and among the Company,Atlas TC Holdings LLC ,Atlas TC Buyer LLC ,Atlas Intermediate Holdings LLC andAtlas Technical Consultants Holdings LP (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onAugust 13, 2019 ). 2.2 Amendment No. 1 to Unit Purchase Agreement, dated as ofJanuary 23, 2020 , by and among the Company,Atlas TC Holdings LLC ,Atlas TC Buyer LLC ,Atlas Intermediate Holdings LLC andAtlas Technical Consultants LP (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with theSEC onJanuary 23, 2020 ). 3.1 Second Amended and Restated Certificate of Incorporation ofAtlas Technical Consultants, Inc. . 3.2 Second Amended and Restated Bylaws ofAtlas Technical Consultants, Inc. 4.3 Warrant Agreement, datedNovember 15, 2018 , between the Company andContinental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with theSEC onNovember 21, 2018 ). 10.1 Subscription Agreement, dated as ofFebruary 14, 2020 between Atlas TCHoldings LLC andGSO COF III AIV-2 LP . 10.2 Support Letter, dated as ofFebruary 14, 2020 , betweenBoxwood Merger Corp. andGSO Capital Partners LP . 10.3 Credit Agreement, dated as ofFebruary 14, 2020 , by and among Atlas TCHoldings LLC ,Atlas TC Buyer LLC ,Atlas Intermediate Holdings LLC , the lenders and issuing banks from time to time party thereto, andMacquarie Capital Funding LLC , as administrative agent and collateral agent. 10.4 Nomination Agreement dated as ofFebruary 14, 2019 , by and amongAtlas Technical Consultants, Inc. ,BCP Energy Services Fund, LP ,BCP Energy Services Fund-A, LP andBCP Energy Services Executive Fund, LP . 10.5 Registration Rights Agreement, dated as ofFebruary 14, 2019 , by and amongAtlas Technical Consultants, Inc. andAtlas Technical Consultants Holdings LP and its limited partners. 10.6 Registration Rights Agreement, dated as ofFebruary 14, 2020 , by and amongBoxwood Merger Corp. andGSO Capital Opportunities Fund III LP . 10.7 Voting Agreement, dated as ofFebruary 14, 2019 , by and betweenAtlas Technical Consultants, Inc. andBoxwood Sponsor LLC . 10.8 Lockup Agreement, dated as ofFebruary 14, 2019 , by and betweenAtlas Technical Consultants, Inc. andBoxwood Sponsor LLC . 10.9 Amended and Restated Limited Liability Company Agreement of Atlas TCHoldings LLC , dated as ofFebruary 14, 2020 . 10.10 Restrictive Covenant Agreement, datedFebruary 14, 2020 , by and amongAtlas Technical Consultants Holdings LP ,Atlas Technical Consultants ,SPV, LLC andArrow Environmental SPV, LLC . 10.11Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan. 10.12 Commitment Letter, dated as ofJanuary 23, 2020 , by and amongBoxwood Merger Corp. ,Atlas TC Holdings LLC andGSO Capital Partners LP (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with theSEC onJanuary 23, 2020 ). 10.13 Closing Payment Letter, dated as ofJanuary 23, 2020 , by and amongBoxwood Merger Corp. ,Atlas TC Holdings LLC andGSO Capital Partners LP (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with theSEC onJanuary 23, 2020 ). 10.14 Forfeiture Agreement, dated as ofJanuary 23, 2020 , by and amongBoxwood Sponsor, LLC andAtlas Technical Consultants Holdings LP (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with theSEC onJanuary 23, 2020 ). 10.15 Amendment No. 1 to Commitment Letter, dated as ofJanuary 23, 2020 , by and amongBoxwood Merger Corp. ,Macquarie Capital Funding LLC ,Macquarie Capital (USA) Inc. and Natixis,New York Branch (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with theSEC onJanuary 23, 2020 ). 10.16 Debt Commitment Letter, datedAugust 12, 2019 , by and amongBoxwood Merger Corp. ,Macquarie Capital Funding LLC ,Macquarie Capital (USA) Inc. and Natixis,New York Branch (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with theSEC onAugust 13, 2019 ). 10.17 Employment Agreement, dated as ofAugust 12, 2019 , by and betweenBoxwood Merger Corp. andL. Joe Boyer (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with theSEC onAugust 13, 2019 ). 19 10.18 Stockholder Support Agreement, dated as ofAugust 12, 2019 , by and betweenAtlas Technical Consultants Holdings LP ,Boxwood Sponsor LLC ,MIHI Boxwood Sponsor LLC ,MIHI LLC ,Boxwood Management Company, LLC and the Company's officers and directors (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with theSEC onAugust 13, 2019 ). 10.19 Letter Agreement, datedNovember 15, 2018 , among the Company, BoxwoodSponsor, LLC , and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with theSEC onNovember 21, 2018 ). 10.20 Investment Management Trust Agreement, datedNovember 15, 2018 , between the Company andContinental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with theSEC onNovember 21, 2018 ). 10.21 Registration Rights Agreement, datedNovember 15, 2018 , among the Company,Boxwood Sponsor, LLC and initial stockholders party thereto (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with theSEC onNovember 21, 2018 ). 10.22 Securities Purchase Agreement, datedNovember 15, 2018 , between the Company andBoxwood Sponsor, LLC (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with theSEC onNovember 21, 2018 ). 10.23 Expense Advancement Agreement, datedNovember 15, 2018 , between the Company and Boxwood (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with theSEC onNovember 21, 2018 ). 10.24 Letter Agreement, datedNovember 15, 2018 , between the Company andMacquarie Capital (USA) Inc. (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed with theSEC onNovember 21, 2018 ). 10.25 Letter Agreement, datedNovember 15, 2018 , among the Company,MIHI LLC andBoxwood Management Company, LLC (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed with theSEC onNovember 21, 2018 ). 10.26 Promissory Note, DatedAugust 22, 2018 , issued toBoxwood Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with theSEC onOctober 26, 2018 ). 10.27 Securities Subscription Agreement, datedJune 28, 2017 , between theRegistrant and MIHI LLC (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1 filed with theSEC onOctober 26, 2018 ). 10.28 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 filed with theSEC onOctober 26, 2018 ). 10.29 Securities Assignment Agreement, dated as ofOctober 22, 2018 , betweenBoxwood Sponsor LLC and the independent director nominees (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-1 filed with theSEC onOctober 26, 2018 ). 21.1 Subsidiaries of the Company. 99.1 Unaudited pro forma condensed consolidated combined financial information ofAtlas Intermediate Holdings, LLC for the year endedDecember 31, 2018 and as of and for the nine months endedSeptember 30, 2019 . 99.2 Management's Discussion and Analysis of Financial Condition and Operations. 99.3 The unaudited condensed consolidated and combined financial statements ofAtlas Intermediate Holdings LLC andATC Group Partners LLC as ofSeptember 30, 2019 , and for the nine-month period endedSeptember 30, 2019 are attached hereto as Exhibit 99.3 and are incorporated by reference herein . 20
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