Boxwood’s Merger with Atlas Intermediate Holdings

Greenhill & 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 & Strawn LLP and Atrium LLP are serving as legal advisors to Boxwood and Kirkland & Ellis LLP is acting as legal advisor to Atlas.

Boxwood Merger Corp. (Nasdaq: BWMC, BWMCU and BWMCW) 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. 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.

Headquartered in Austin, Texas, Atlas Intermediate Holdings LLC provides mission-critical technical services that help its public and private sector clients test, inspect, certify, plan, design and manage a wide variety of projects across the transportation, commercial, industrial, government, education and other nonresidential markets. Atlas serves as a trusted advisor to its clients, which include government agencies, quasi-public entities, schools, hospitals, utilities and airports, as well as private sector clients across a variety of industries. Approximately 95% of Atlas’ revenues are generated from clients that have tenures longer than 10 years.

They have entered into a definitive agreement whereby Atlas will become a wholly-owned indirect subsidiary of Boxwood. Atlas is currently a portfolio company of Bernhard Capital Partners.

The new company will be well-positioned to benefit from favorable tailwinds, including the growing need to inspect, service, repair and invest in U.S. infrastructure.

The transaction reflects an implied enterprise value at closing of $709.5 million for the Company, based on current assumptions, excluding the net present value of an anticipated tax benefit of $55 million. Upon the closing of the proposed transaction, Boxwood will be reorganized in an “Up-C” structure. 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 and a subsidiary thereof to facilitate the company’s “Up-C” structure. Bernhard Capital and the Atlas management team will remain investors by rolling over significant equity into the Company and such subsidiary.

Winston & Strawn advised Boxwood with a team led by Partner Joel Rubinstein (Picture) and included Partner Jonathan Rochwarger, Associates Daniel Nussen, and Adam Berkaw from Capital Markets, Partner Jason Osborn, Associates Ben Liss, and Kevin Waklatsi from Corporate, Partner Olga Loy and Associate Justin Trapp from Tax and Partner John Glassgow for Debt Finance.

Kirkland advised Atlas with a team led by transactional partners Bill Benitez and Kyle Watson and associate Rob Goodin; capital markets partners Julian Seiguer and Michael Rigdon and associate Terry Bokosha; debt finance partner Lucas Spivey and associate Jordan Roberts; and tax partner Mark Dundon and associate Melanie Rosin.

Involved fees earner: William Benitez – Kirkland & Ellis; Terry Bokosha – Kirkland & Ellis; Mark Dundon – Kirkland & Ellis; Robert Goodin – Kirkland & Ellis; Michael Rigdon – Kirkland & Ellis; Jordan Roberts – Kirkland & Ellis; Melanie Rosin – Kirkland & Ellis; Julian Seiguer – Kirkland & Ellis; Lucas Spivey – Kirkland & Ellis; Kyle Watson – Kirkland & Ellis; Adam Berkaw – Winston & Strawn; John Glassgow – Winston & Strawn; Benjamin Liss – Winston & Strawn; Olga Loy – Winston & Strawn; Daniel Nussen – Winston & Strawn; Jason Osborn – Winston & Strawn; Jonathan Rochwarger – Winston & Strawn; Joel Rubinstein – Winston & Strawn; Justin Trapp – Winston & Strawn; Kevin Waklatsi – Winston & Strawn;

Law Firms: Kirkland & Ellis; Winston & Strawn;

Clients: Atlas Intermediate Holdings LLC; Boxwood Merger Corp.;


Author: Ambrogio Visconti