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Boxwood to acquire Bernhard Capital-backed Atlas

Boxwood Merger Corp. is set to acquire Atlas Intermediate Holdings LLC, a portfolio company of services-focused private equity firm Bernhard Capital Partners Management LP, in a deal that would create a publicly traded provider of professional and technical services in the U.S.

Based on current assumptions, the deal reflects an implied enterprise value of $709.5 million for the company at closing, excluding the net present value of an expected tax benefit of $55 million.

Boxwood will fund the cash component of the purchase price to be paid to the existing Atlas equity holders using cash in trust and committed debt financing. The balance of the consideration will comprise rollover equity in the company and a subsidiary thereof to facilitate its conversion to an Up-C structure.

Boxwood plans to rebrand as Atlas Technical Consultants LLC and its class A common shares are expected to continue to be listed on The Nasdaq Stock Market under the ATCX ticker.

Bernhard Capital and the Atlas management team will keep a significant equity stake in Atlas Technical upon completion of the deal. The boards of Boxwood and Atlas have approved the transaction, which is expected to close during the fourth quarter, pending Boxwood shareholder approval and other customary conditions.

The company will be led by Atlas' management team, including CEO L. Joe Boyer and CFO Walter Powell, who will remain in their respective positions. Boxwood Chairman and CEO Stephen Kadenacy will become Atlas' executive chairman.

Boxwood has secured committed debt financing for the deal from Macquarie Capital and Natixis. Greenhill & Co. and Macquarie Capital are the financial advisers to Boxwood, with BofA Merrill Lynch, Morgan Stanley, Macquarie Capital and Helena Capital Advisors acting as its capital markets advisers.

Winston & Strawn LLP and Atrium LLP are the legal advisers to Boxwood, while Kirkland & Ellis LLP is the legal adviser to Atlas.