The post Atlas Technical Consultants Announces Finance and Accounting Organizational Changes appeared first on Atlas.

(AUSTIN, Texas), March 18, 2020 — As an ����ӰԺ company, ATC Group Services LLC (ATC) is a national provider of integrated environmental consulting and engineering services. ATC announced today that they are currently providing Novel Coronavirus consulting services to clients, which include safety planning, exposure pathway assessments; cleaning protocol development and disinfection oversight for multiple clients at over 20 locations throughout the country.

“We stand ready to assist current or new clients with any services needed to ensure their employees and constituents are safe in situations where they may have exposure risks to the Coronavirus,” said Jim Nuccio, ATC/Atlas’ National Program Manager. “ATC will partner with your organization to complete and document those activities that will protect the health and safety of your employees, customers and communities.”

With 26 Certified Industrial Hygienists (CIHs) nationwide as well as 15 Certified Safety Professionals (CSPs) including 10 dual-certified CIH/CSP, and over 500 specially trained and experienced industrial hygiene technicians located across the country, ATC provides exposure assessment, (inspect your facility and identify medium to high contact surfaces recommended for active disinfection); disinfection protocol (develop site specific disinfection protocol with sufficient detail to enable services by a disinfection contractor or janitorial service); disinfection oversight (provide trained staff on-site during disinfection contractor activities to ensure that work is completed in accordance with the disinfection protocol) and documentation and communication services (provide post-disinfection documentation of activities that were completed properly and in accordance with the protocol requirements). The protocols are developed in accordance with guidelines from the Centers for Disease Control and Prevention, Occupational Safety and Health Administration, and Environmental Protection Agency.

“We can support your organization’s Novel Coronavirus response with critical planning, scope development and execution activities,” adds Atlas CEO L. Joe Boyer. “Our national team of experienced industrial hygienists can provide the technical expertise needed to deliver appropriate risk assessment and response. Understanding that response decisions will have operational and financial impacts to your organization, we are committed to developing quality information to help our clients make these difficult decisions in a manner which will instill confidence during this uncertain time.”

Contact:
Jim Nuccio, Response Coordinator: Jim.Nuccio@atcgs.com or 732-859-0525
Matthew Parker, Response Technical Support: Matthew.Parker@atcgs.com or 470-636-2659

About Atlas
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 .

About ATC Group Services:
ATC, An Atlas Company, is a full-service consulting firm with demonstrated experience providing industrial hygiene, environmental, building sciences, construction material testing, waste characterization and health and safety management services. Founded in 1982, we have 3,000 staff located in 100 offices in 41 states across the country. A link to our website: .

The post ATC Group Services, an ����ӰԺ Company, Helps Clients with Novel Coronavirus Health & Safety Protocols appeared first on Atlas.

First, we deeply sympathize with those whose family members or loved ones have been impacted by the Coronavirus. Below are the steps taken by Atlas to address the situation so far:

• We are regularly communicating with our employees to ensure their safety and well-being.
• We have assembled a COVID-19 leadership task force to monitor the latest health reports, assess the current status of our employees and anticipate and prepare for potential business impacts.
• We are taking extra precautions in our offices to prevent the spread of germs among our employees.
• We have temporarily suspended air travel and are encouraging our employees to host virtual meetings over face-to-face interactions.
• Our leaders are actively assessing any developments with our employees in all offices daily – to ensure immediate and responsive actions to address anyone that is exhibiting symptoms of the coronavirus.

We realize that COVID-19 creates a rapidly evolving situation. Rest assured that we continue to monitor and follow the US Department of Health and Human Services Guidance on Preparing Workplaces for COVID-19 () as well as guidelines from the Centers for Disease Control and the World Health Organization.

As always, we remain dedicated to providing you with the highest level of support. We are taking all necessary actions to ensure continued service to our clients and to minimize the impacts to our business. Please do not hesitate to contact your usual Atlas project manager if you have questions or concerns.

Warm Regards,

L. Joe Boyer
CEO, Atlas

The post A Message From Our CEO on COVID-19 appeared first on Atlas.

Austin, TX, February 18, 2020 – Atlas Technical Consultants, Inc. (Nasdaq: ATCX) (“Atlas” or the “Company”), a leading provider of professional testing, inspection, engineering, program management and consulting services, announced today that it has closed on its previously-announced acquisition of Long Engineering, Inc. (“Long Engineering”). Headquartered in Atlanta, Georgia, Long Engineering provides land surveying, construction engineering, design and inspection services to a broad range of customers in the transportation, infrastructure and commercial end markets throughout the Southeast.

Since its inception, Atlas has strategically strengthened its capabilities and widened its footprint through acquisitions of premier national and large regional technical service companies to create an industry-leading platform. The addition of Long Engineering will further enhance Atlas’ suite of services and deepen key client relationships in one of the nation’s fastest growing regions.

Long Engineering will expand Atlas’ operations in Georgia and Alabama to include bridge hydraulics and private civil site expertise, as well as subsurface utility engineering. In addition, Long Engineering will complement Atlas’ existing services in roadway and bridge design, transportation-related surveying, construction engineering and inspection services. The acquisition will also allow Atlas to cross-sell its diverse set of services to existing clients while attracting new customers through its enhanced platform of capabilities.

L. Joe Boyer, Chief Executive Officer of Atlas, said, “This transaction directly aligns with our commitment to driving long-term revenue growth by acquiring companies that enhance our footprint, client base and services. With our Company now public, we are prepared to harness our resources to win larger projects, expand our services, broaden our customer base and capitalize on attractive growth opportunities ahead. We look forward to building on our momentum and experience to advance Atlas’ multi-faceted growth strategy.”

Established by Ellen Long, PE in 1997, Long Engineering is a well-known leader in transportation and civil engineering services and was recognized in 2018 as a Hot Firm, and one of the Best Firms to Work For by the Zweig Group.

Shepherd Long, Long Engineering’s Chief Executive Officer, stated, “Atlas shares our commitment to providing quality services for clients and embracing a culture of passion, empowerment and development for its valued employees. We are excited to begin our next chapter of growth as a part of the Atlas family.”

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 .

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 ability to maintain the listing of the Company’s shares of Class A common stock and warrants on Nasdaq; (2) 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; (3) costs related to the business combination and the acquisition of Long Engineering; (4) changes in applicable laws or regulations; (5) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and (6) 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 .

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Investors
512-851-1507
ir@oneatlas.com

Media
Elyse Gentile, 646-677-1823
Elyse.Gentile@icrinc.com

The post Atlas Technical Consultants Completes Acquisition of Long Engineering appeared first on Atlas.

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

Austin, TX (February 14, 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.

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 .

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.

Contacts

Investors
Rodny Nacier
512-851-1507
ir@oneatlas.com

Media
Elyse Gentile
646-677-1823
Elyse.Gentile@icrinc.com

The post Boxwood Merger Corp. and Atlas Technical Consultants Complete Business Combination appeared first on Atlas.

Based on positive investor feedback to the financing arrangements announced yesterday in support of Boxwood’s proposed business combination (the “business combination”) with Atlas Intermediate Holdings LLC (“Atlas”), Boxwood is adjourning the special meeting to provide investors with additional time to consider the now fully-financed business combination.

The special meeting is being held to vote on the proposals described in Boxwood’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2019 (the “definitive proxy statement”), relating to the proposed business combination with Atlas. 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 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 Tuesday, February 4, 2020, at 5:00 p.m., Eastern Time (two business days prior to the vote at the adjourned special meeting), in accordance with the procedures described in the definitive proxy statement.

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 over 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 .

About Boxwood Merger Corp.

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. In August 2019, Boxwood announced its proposed business combination with Atlas, and filed the definitive proxy statement with the SEC on November 12, 2019. Boxwood’s shares of Class A common stock, units and warrants trade on Nasdaq under the ticker symbols “BWMC,” “BMWCU” and “BWMCW,” respectively.

No Offer or Solicitation

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination and other transactions described herein or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Information for Investors and Stockholders

In connection with the business combination, on November 12, 2019, Boxwood filed a definitive proxy statement with the SEC. The definitive proxy statement and other relevant documents has been sent or given to the stockholders of Boxwood as of November 6, 2019, the record date established for voting on the proposed business combination and contains important information about the business combination and related matters. Boxwood stockholders and other interested persons are advised to read the definitive proxy statement, any amendments thereto and any other materials filed or that will be filed with the SEC in connection with Boxwood’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the business combination, because they contain or will contain important information about Boxwood, Atlas and the business combination. Stockholders are also able to obtain copies of the definitive proxy statement and other relevant materials, without charge, at the SEC’s website at . Copies of the documents filed with the SEC by Boxwood can be obtained free of charge at  or by directing a written request to Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735 or by telephone at (512) 575-3637.

Participants in the Solicitation

Boxwood and Atlas and their respective directors and executive officers may be deemed participants in the solicitation of proxies of Boxwood stockholders in connection with the business combination. Information about such persons, including their names and a description of their interests in Boxwood, Atlas and the business combination, as applicable, are set forth in the definitive proxy statement for the proposed business combination. The definitive proxy statement is available free of charge at the SEC’s website at , or by directing a request to Boxwood, 8801 Calera Drive, Austin, Texas 78735 or by telephone at (512) 575-3637.

Forward-Looking Statements

This communication 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, statements about the parties’ ability to effect the business combination and related financing transactions and the benefits of the business combination. 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 Boxwood and Atlas do 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 occurrence of any event, change or other circumstances that could give rise to the termination of the unit purchase agreement entered into in connection with the business combination (the “transaction agreement”); (2) the outcome of any legal proceedings that may be instituted against Boxwood or Atlas relating to the proposed business combination and related transactions or the definitive proxy statement; (3) the inability to complete the transactions contemplated by the transaction agreement due to the failure to obtain approval of the stockholders of Boxwood or satisfy other conditions to the closing of the business combination and the inability to complete the transactions contemplated by the agreement between Atlas and Long Engineering, Inc. (“Long Engineering”) due to the failure to satisfy the conditions to the closing of such transactions; (4) the ability to obtain or maintain the listing of Boxwood’s shares of Class A common stock and warrants on Nasdaq following the business combination; (5) the risk that the business combination disrupts the parties’ current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) 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 Boxwood, Atlas and Long Engineering to grow and manage growth profitably, maintain relationships with customers and suppliers and retain management and key employees; (7) costs related to the business combination and the acquisition of Long Engineering; (8) changes in applicable laws or regulations; (9) the possibility that Boxwood, Atlas or Long Engineering may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the definitive proxy statement filed by Boxwood with 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 .

Contacts

Investors
Rodny Nacier, 512-851-1507
ir@oneatlas.com

Media
Elyse Gentile, 646-677-1823
Elyse.Gentile@icrinc.com

The post Boxwood Merger Corp. to Adjourn Special Meeting of Stockholders Until February 6, 2020 to Provide Investors with Additional Time to Consider the Now Fully-Financed Business Combination appeared first on Atlas.

Special Meeting of Stockholders Remains Scheduled for January 30, 2020

January 23, 2020 08:04 AM Eastern Standard Time

AUSTIN, Texas–()–Boxwood Merger Corp. (Nasdaq: BWMC, BWMCU and BWMCW) (“Boxwood”) is pleased to announce that it has secured additional financing in support of its business combination with Atlas Intermediate Holdings LLC (“Atlas”) (the “business combination”). This financing includes a common and non-convertible preferred equity commitment from GSO Capital Partners, the credit arm of Blackstone (“GSO”), of up to $155 million. In addition, Bernhard Capital Partners (“BCP”) has agreed to an increased equity rollover of up to $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 $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 $10 million in shares of Class A common stock of Boxwood, at $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 $1,000 per unit, have a liquidation preference of $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 $50 million of common units of Holdings, at $10.00 per unit.

In connection with Boxwood’s receipt of the PIPE commitment and the entry into the Amended Purchase Agreement, Atlas has confirmed its 2019 Adjusted EBITDA* and 2020 Adjusted EBITDA guidance previously provided to Boxwood and its board of directors that was disclosed in Boxwood’s definitive proxy statement relating to the business combination, and which does not reflect the expected closing next month of Atlas’ previously announced acquisition of Long Engineering, Inc. (“Long Engineering”) which is expected to be accretive.

Boxwood also has entered into an amendment to the debt commitment letter relating to the business combination (the “Debt Commitment Letter”) with Macquarie Capital and Natixis, New York Branch (collectively, the “Commitment Parties”) pursuant to which Boxwood and the Commitment Parties have agreed to, among other things, reduce the aggregate principal amount of the credit facilities to be provided by the Commitment Parties from up to $400 million to up to $321 million by reducing the aggregate principal amount available under the senior secured first lien term loan facility from $290 million to $281 million and eliminating the senior secured second lien term loan facility, which would have been available for an aggregate principal amount of up to $70 million.

“We are pleased to have secured this commitment from GSO under attractive terms and are looking forward to the closing of our business combination later this month,” said Stephen Kadenacy, Chairman and Chief Executive Officer of Boxwood, who will serve as Executive Chairman of the combined company following the business combination. “Atlas’ business continues to perform well as evidenced by Atlas’ confirmation of its previously provided guidance for 2019 and 2020 Adjusted EBITDA*. We are also looking forward to closing the Long Engineering acquisition, which will be our first acquisition as a combined company, just after the close of the business combination.”

The special meeting in lieu of the 2019 meeting of stockholders of Boxwood (the “special meeting”) to approve the business combination and other matters remains scheduled for Thursday, January 30, 2020, at 10:00 a.m., Eastern Time. The business combination is expected to close shortly after the special meeting, subject to the approval of Boxwood’s stockholders at the special meeting and satisfaction of the other closing conditions.

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 over 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 .

About Boxwood Merger Corp.

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. In August 2019, Boxwood announced its proposed business combination with Atlas, and filed the definitive proxy statement with the SEC on November 12, 2019. Boxwood’s shares of Class A common stock, units and warrants trade on Nasdaq under the ticker symbols “BWMC,” “BMWCU” and “BWMCW,” respectively.

No Offer or Solicitation

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination and other transactions described herein or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Information for Investors and Stockholders

In connection with the business combination, on November 12, 2019, Boxwood filed a definitive proxy statement with the SEC. The definitive proxy statement and other relevant documents has been sent or given to the stockholders of Boxwood as of November 6, 2019, the record date established for voting on the proposed business combination and contains important information about the business combination and related matters. Boxwood stockholders and other interested persons are advised to read the definitive proxy statement, any amendments thereto and any other materials filed or that will be filed with the SEC in connection with Boxwood’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the business combination, because they contain or will contain important information about Boxwood, Atlas and the business combination. Stockholders are also able to obtain copies of the definitive proxy statement and other relevant materials, without charge, at the SEC’s website at . Copies of the documents filed with the SEC by Boxwood can be obtained free of charge at or by directing a written request to Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735 or by telephone at (512) 575-3637.

Participants in the Solicitation

Boxwood and Atlas and their respective directors and executive officers may be deemed participants in the solicitation of proxies of Boxwood stockholders in connection with the business combination. Information about such persons, including their names and a description of their interests in Boxwood, Atlas and the business combination, as applicable, are set forth in the definitive proxy statement for the proposed business combination. The definitive proxy statement is available free of charge at the SEC’s website at , or by directing a request to Boxwood, 8801 Calera Drive, Austin, Texas 78735 or by telephone at (512) 575-3637.

Forward-Looking Statements

This communication 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, statements about the parties’ ability to effect the business combination and related financing transactions and the benefits of the business combination. 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 Boxwood and Atlas do 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 occurrence of any event, change or other circumstances that could give rise to the termination of the unit purchase agreement entered into in connection with the business combination (the “transaction agreement”); (2) the outcome of any legal proceedings that may be instituted against Boxwood or Atlas relating to the proposed business combination and related transactions or the definitive proxy statement; (3) the inability to complete the transactions contemplated by the transaction agreement due to the failure to obtain approval of the stockholders of Boxwood or satisfy other conditions to the closing of the business combination and the inability to complete the transactions contemplated by the agreement between Atlas and Long Engineering due to the failure to satisfy the conditions to the closing of such transactions; (4) the ability to obtain or maintain the listing of Boxwood’s shares of Class A common stock and warrants on Nasdaq following the business combination; (5) the risk that the business combination disrupts the parties’ current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) 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 Boxwood, Atlas and Long Engineering to grow and manage growth profitably, maintain relationships with customers and suppliers and retain management and key employees; (7) costs related to the business combination and the acquisition of Long Engineering; (8) changes in applicable laws or regulations; (9) the possibility that Boxwood, Atlas or Long Engineering may be adversely affected by other economic, business, and/or competitive factors; (10) with respect to 2019 Adjusted EBITDA guidance, completion and finalization of fourth quarter and year-end financial and accounting procedures and audit of the financial statements; and (11) other risks and uncertainties indicated from time to time in the definitive proxy statement filed by Boxwood with 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 .

* About Non-GAAP Financial Measures

This press release includes Atlas’ guidance for 2019 and 2020 Adjusted EBITDA, which is a financial measure not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Atlas believes that Adjusted EBITDA is a useful performance measure that allows for an effective evaluation of Atlas’ operating performance when compared to its peers, without regard to its financing methods or capital structure. However, Adjusted EBITDA is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for, or in isolation from, net income (loss), revenue, operating profit, or any other operating performance measures calculated in accordance with GAAP.

Atlas defines Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization, as adjusted for certain one-time or non-recurring items and other adjustments. In addition, the Adjusted EBITDA guidance Atlas has provided to Boxwood assumes projected annual public company costs and includes pro forma cost synergies reflecting the impact of cost savings arising from the merger between Atlas and ATC Group Partners LLC and subsidiaries (“ATC”) in 2019 by eliminating duplicate costs including those relating to labor, rent, sourcing and information technology.

Atlas excludes these items from net income in arriving at Adjusted EBITDA because these amounts are either non-recurring or can vary substantially within the industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Atlas’ presentation of Adjusted EBITDA should not be construed as an indication that results will be unaffected by the items excluded from Adjusted EBITDA. Atlas’ computation of Adjusted EBITDA may not be identical to other similarly titled measures of other companies.

Atlas is unable to provide a quantitative reconciliation of this forward-looking non-GAAP measure to the most directly comparable forward-looking GAAP measure without unreasonable effort due to the potentially high variability, complexity and low visibility as to the items that would be excluded from the GAAP measure in the relevant future period, such as unusual gains or losses. The variability of the excluded items may have a significant, and potentially unpredictable, impact on our future GAAP results.

Contacts

Investors
Rodny Nacier, 512-851-1507
ir@oneatlas.com

Media
Elyse Gentile, 646-677-1823
Elyse.Gentile@icrinc.com

The post Boxwood Merger Corp. Announces Financing Commitment of up to $155 Million and Additional Equity Rollover of up to $50 Million in Support of Business Combination with Atlas Technical Consultants appeared first on Atlas.

On August 13, 2019, Boxwood and Atlas jointly announced that they entered into a definitive agreement for a proposed business combination. Immediately following the proposed transaction, Boxwood intends to change its name to Atlas Technical Consultants, Inc., and its shares of Class A common stock are expected to be listed on The Nasdaq Stock Market under the ticker symbol “ATCX.” The proposed transaction is expected to close in the fourth quarter of 2019, subject to customary and other closing conditions, including the approval of Boxwood’s stockholders.

About Boxwood Merger Corp.
Boxwood is a special purpose acquisition 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. Boxwood’s business strategy is to target, identify and complete an initial business combination with a company that provides technical and industrial services across a broad range of industries to leverage the experience of Boxwood’s management team. Boxwood raised $200 million in its November 2018 initial public offering, and its shares of Class A common stock, units and warrants trade on The Nasdaq Capital Market under the ticker symbols “BWMC,” “BMWCU,” and ”BWMCW,” respectively.

About Atlas
Headquartered in Austin, Texas, Atlas is a leading 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. With offices located throughout the United States, the Company 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 /.

No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions and other transactions described herein or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Information for Investors and Stockholders
In connection with the proposed transaction, Boxwood has filed a preliminary proxy statement and intends to file a definitive proxy statement with the SEC. The definitive proxy statement and other relevant documents will be sent or given to the stockholders of Boxwood as of the record date established for voting on the proposed transaction and will contain important information about the proposed transaction and related matters. Boxwood stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with Boxwood’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed transaction, because the proxy statement will contain important information about Boxwood, Atlas and the proposed transaction. When available, the definitive proxy statement will be mailed to Boxwood stockholders as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of the proxy statement, without charge, at the SEC’s website at . Copies of the documents filed with the SEC by Boxwood when and if available, can be obtained free of charge on Boxwood’s website at or by directing a written request to Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735 or by telephone at 512-575-3637.

Participants in the Solicitation
Boxwood and Atlas and their respective directors and executive officers may be deemed participants in the solicitation of proxies of Boxwood stockholders in connection with the proposed transaction. Information about such persons, including their names and a description of their interests in Boxwood, Atlas and the proposed transaction, as applicable, are set forth in the proxy statement for the proposed transaction. The proxy statement is available free of charge at the SEC’s website at , or by directing a request to Boxwood, 8801 Calera Drive, Austin, Texas 78735 or by telephone at 512-575-3637.

Forward-Looking Statements
This communication 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, statements about: the parties’ ability to effect the transaction; the benefits of the transaction; the future financial performance of Boxwood following the transaction; and changes in Atlas’ strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management. 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 Boxwood and Atlas do 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 occurrence of any event, change or other circumstances that could give rise to the termination of the unit purchase agreement to be entered into in connection with the proposed transaction (the “transaction agreement”); (2) the outcome of any legal proceedings that may be instituted against Boxwood or Atlas following announcement of the proposed business transaction and related transactions; (3) the inability to complete the transactions contemplated by the transaction agreement due to the failure to obtain approval of the shareholders of Boxwood or satisfy other conditions to the closing of the proposed transaction; (4) the ability to obtain or maintain the listing of the Company’s shares of Class A common stock on Nasdaq following the proposed transaction; (5) the risk that the proposed transaction disrupts the parties’ current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the Company business to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations; (9) the possibility that Boxwood or Atlas may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the proxy statement filed by Boxwood with the SEC in connection with the proposed transaction, including those under “Risk Factors” therein, and other factors identified in Boxwood’s prior and future filings with the SEC, available at .

Contacts

Investors
Rodny Nacier, 512-851-1507
ir@oneatlas.com

Media
Elyse Gentile, 646-677-1823
Elyse.Gentile@icrinc.com

The post Boxwood Merger Corp. and Atlas Technical Consultants to Present at the Sidoti and Company Fall 2019 Investor Conference appeared first on Atlas.

A live webcast of the presentation, including presentation materials may be accessed at . A replay of the webcast will be available after the event.

On August 13, 2019, Boxwood and Atlas jointly announced that they entered into a definitive agreement for a proposed business combination. Immediately following the proposed transaction, Boxwood intends to change its name to Atlas Technical Consultants, Inc., and its shares of Class A common stock are expected to be listed on The Nasdaq Stock Market under the ticker symbol “ATCX.” The proposed transaction is expected to close in the fourth quarter of 2019, subject to customary and other closing conditions, including the approval of Boxwood’s stockholders.

About Boxwood Merger Corp.
Boxwood is a special purpose acquisition 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. Boxwood’s business strategy is to target, identify and complete an initial business combination with a company that provides technical and industrial services across a broad range of industries to leverage the experience of Boxwood’s management team. Boxwood raised $200 million in its November 2018 initial public offering, and its shares of Class A common stock, units and warrants trade on The Nasdaq Capital Market under the ticker symbols “BWMC,” “BMWCU,” and ”BWMCW,” respectively.

About Atlas
Headquartered in Austin, Texas, Atlas is a leading 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. With offices located throughout the United States, the Company 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 /.

No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions and other transactions described herein or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Information for Investors and Stockholders
In connection with the proposed transaction, Boxwood has filed a preliminary proxy statement and intends to file a definitive proxy statement with the SEC. The definitive proxy statement and other relevant

documents will be sent or given to the stockholders of Boxwood as of the record date established for voting on the proposed transaction and will contain important information about the proposed transaction and related matters. Boxwood stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with Boxwood’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed transaction, because the proxy statement will contain important information about Boxwood, Atlas and the proposed transaction. When available, the definitive proxy statement will be mailed to Boxwood stockholders as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of the proxy statement, without charge, at the SEC’s website at Copies of the documents filed with the SEC by Boxwood when and if available, can be obtained free of charge on Boxwood’s website at or by directing a written request to Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735 or by telephone at 512-575-3637.

Participants in the Solicitation
Boxwood and Atlas and their respective directors and executive officers may be deemed participants in the solicitation of proxies of Boxwood stockholders in connection with the proposed transaction. Information about such persons, including their names and a description of their interests in Boxwood, Atlas and the proposed transaction, as applicable, are set forth in the proxy statement for the proposed transaction. The proxy statement is available free of charge at the SEC’s website at or by directing a request to Boxwood, 8801 Calera Drive, Austin, Texas 78735 or by telephone at 512-575-3637.

Forward-Looking Statements
This communication 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, statements about: the parties’ ability to effect the transaction; the benefits of the transaction; the future financial performance of Boxwood following the transaction; and changes in Atlas’ strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management. 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 Boxwood and Atlas do 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 occurrence of any event, change or other circumstances that could give rise to the termination of the unit purchase agreement to be entered into in connection with the proposed transaction (the “transaction agreement”); (2) the outcome of any legal proceedings that may be instituted against Boxwood or Atlas following announcement of the proposed business transaction and related transactions; (3) the inability to complete the transactions contemplated by the transaction agreement due to the failure to obtain approval of the shareholders of Boxwood or satisfy other conditions to the closing of the proposed transaction; (4) the ability to obtain or maintain the listing of the Company’s shares of Class A common stock on Nasdaq following the proposed transaction; (5) the risk that the proposed transaction disrupts the parties’ current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the Company business to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations; (9) the possibility that Boxwood or Atlas may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the proxy statement filed by Boxwood with the SEC in connection with the proposed transaction, including those under “Risk Factors” therein, and other factors identified in Boxwood’s prior and future filings with the SEC, available at

Contacts

Investors
Rodny Nacier, 512-851-1507
ir@oneatlas.com

Media
Elyse Gentile, 646-677-1823 Elyse.Gentile@icrinc.com

The post Boxwood Merger Corp. and Atlas Technical Consultants to Present at the D.A. Davidson 18th Annual Diversified Industrials & Services Conference appeared first on Atlas.

On August 13, 2019, Boxwood and Atlas jointly announced that they entered into a definitive agreement for a proposed business combination. Immediately following the proposed transaction, Boxwood intends to change its name to Atlas Technical Consultants, Inc., and its shares of Class A common stock are expected to be listed on The Nasdaq Stock Market under the ticker symbol “ATCX.” The proposed transaction is expected to close in the fourth quarter of 2019, subject to customary and other closing conditions, including the approval of Boxwood’s stockholders.

About Boxwood Merger Corp.
Boxwood is a special purpose acquisition 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. Boxwood’s business strategy is to target, identify and complete an initial business combination with a company that provides technical and industrial services across a broad range of industries to leverage the experience of Boxwood’s management team. Boxwood raised $200 million in its November 2018 initial public offering, and its shares of Class A common stock, units and warrants trade on The Nasdaq Capital Market under the ticker symbols “BWMC,” “BMWCU,” and ”BWMCW,” respectively.

About Atlas
Headquartered in Austin, Texas, Atlas is a leading 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. With offices located throughout the United States, the Company 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 /.

No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions and other transactions described herein or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Information for Investors and Stockholders
In connection with the proposed transaction, Boxwood has filed a preliminary proxy statement and intends to file a definitive proxy statement with the SEC. The definitive proxy statement and other relevant documents will be sent or given to the stockholders of Boxwood as of the record date established for voting on the proposed transaction and will contain important information about the proposed transaction and related matters. Boxwood stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with Boxwood’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed transaction, because the proxy statement will contain important information about Boxwood, Atlas and the proposed transaction. When available, the definitive proxy statement will be mailed to Boxwood stockholders as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of the proxy statement, without charge, at the SEC’s website at Copies of the documents filed with the SEC by Boxwood when and if available, can be obtained free of charge on Boxwood’s website at or by directing a written request to Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735 or by telephone at 512-575-3637.

Participants in the Solicitation
Boxwood and Atlas and their respective directors and executive officers may be deemed participants in the solicitation of proxies of Boxwood stockholders in connection with the proposed transaction. Information about such persons, including their names and a description of their interests in Boxwood, Atlas and the proposed transaction, as applicable, are set forth in the proxy statement for the proposed transaction. The proxy statement is available free of charge at the SEC’s website at or by directing a request to Boxwood, 8801 Calera Drive, Austin, Texas 78735 or by telephone at 512-575-3637.

Forward-Looking Statements
This communication 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, statements about: the parties’ ability to effect the transaction; the benefits of the transaction; the future financial performance of Boxwood following the transaction; and changes in Atlas’ strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management. 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 Boxwood and Atlas do 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 occurrence of any event, change or other circumstances that could give rise to the termination of the unit purchase agreement to be entered into in connection with the proposed transaction (the “transaction agreement”); (2) the outcome of any legal proceedings that may be instituted against Boxwood or Atlas following announcement of the proposed business transaction and related transactions; (3) the inability to complete the transactions contemplated by the transaction agreement due to the failure to obtain approval of the shareholders of Boxwood or satisfy other conditions to the closing of the proposed transaction; (4) the ability to obtain or maintain the listing of the Company’s shares of Class A common stock on Nasdaq following the proposed transaction; (5) the risk that the proposed transaction disrupts the parties’ current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the Company business to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations; (9) the possibility that Boxwood or Atlas may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the proxy statement filed by Boxwood with the SEC in connection with the proposed transaction, including those under “Risk Factors” therein, and other factors identified in Boxwood’s prior and future filings with the SEC, available at

Contacts

Investors
Rodny Nacier, 512-851-1507
ir@oneatlas.com

Media
Elyse Gentile, 646-677-1823
Elyse.Gentile@icrinc.com

The post Boxwood Merger Corp. and Atlas Technical Consultants to Attend the Morgan Stanley 7th Annual Laguna Conference appeared first on Atlas.