Item 1.01. Entry into a Material Definitive Agreement.






GSO Subscription Agreement

On February 14, 2020, in connection with the Closing and the previously disclosed Commitment Letter, dated as of January 22, 2020 (the "Commitment Letter"), Holdings and GSO COF III AIX-2 LP ("GSO COF") entered into a subscription agreement (the "Subscription Agreement") pursuant to which, GSO COF purchased 145,000 units of a new class of Series A Senior Preferred Units of Holdings (the "Preferred Units") at a price per Preferred Unit of $978.21 for an aggregate cash purchase price of $141,840,000, which represents a 2.12% original issue discount on the Preferred Units (such purchase, the "GSO Placement").

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 $1,000 per Preferred Unit (the "Liquidation Preference").





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.





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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 February 11, 2020 (the "Special Meeting"). The business combination was completed on February 14, 2020.

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 $0.0001 (the "Class F common stock") contemplated by the Purchase Agreement, and the conversion of each outstanding share of the Class F common stock to one share of Class A common stock, the Sponsor owned an aggregate 1,975,000 shares of Class A Common Stock and 3,750,000 private placement warrants.

The rules of the Nasdaq Stock Market define a "controlled company" as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Following the Closing Date and following the completion of the business combination, the Seller and its limited partners hold approximately 80% of the voting power of the Company. As a result, the Company is a controlled company under the listing rules of the Nasdaq Stock Market (a "Controlled Company") and the rules of the Securities and Exchange Commission. As a Controlled Company, the Company qualifies for exemptions from certain corporate governance rules, including (i) a board of directors comprised of a majority of independent directors; (ii) compensation of the Company's executive officers being determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; (iii) a compensation committee charter which, among other things, provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and (iv) director nominees selected, or recommended for the board's selection, either by a majority of the independent . . .

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.





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Item 3.02 Unregistered Sales of Equity Securities

Class A Common Stock Issuance

On February 3, 2020, the Company entered into a subscription agreement with SCST, Inc., a California corporation pursuant to which it agreed to acquire 105,977 shares of Class A common stock (the "SCST Stock") in a private placement 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. The issuance of the SCST Stock was completed at Closing.

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 January 22, between Boxwood and GSO, as consideration for the purchase of Preferred Units made pursuant to the Subscription Agreement. These shares were then automatically converted into 1,200,000 shares of Class A common stock. In connection with this issuance, 1,200,000 shares of the Sponsor's Class F common stock were cancelled.

In connection with the business combination, the Company issued 200,000 shares of Class A common stock to Macquarie Capital as consideration for their services as a financial advisor.

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 February 14, 2020, the Company filed the second amended and restated certificate of incorporation (the "A&R Charter") with the Secretary of State of the State of Delaware. The material terms of the A&R Charter and the general effect upon the rights of holders of the Company's capital stock are included in the Proxy Statement under the sections entitled "The Business Combination Proposal - Related Agreements - Second Amended and Restated Charter, " "The Charter Amendment Proposal" and the "Advisory Charter Proposals," which are incorporated by reference herein.

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 February 13, 2020, the Board amended the Amended and Restated Bylaws of the Company (the "Bylaws"). The general effect of such amendments is to: (i) no longer permit stockholder action by written consent, (ii) reflect the Nomination Agreement, (iii) place customary requirements on stockholders seeking to nominate an individual as a director, (iv) revise the indemnification provisions to reflect the Charter, (v) prescribe that the number of directors of the Board be set by resolution of the Board from time to time, (vi) provide that any vacancy on the Board may be filled by the affirmative vote of a majority of the Board and (vii) permit the Chief Executive Officer to call a special meeting of the Board.

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 Atlas Intermediate Holdings LLC and ATC Group Partners LLC as of September 30, 2019, and for the nine-month period ended September 30, 2019 are attached hereto as Exhibit 99.3 and are incorporated by reference herein.

The historical financial statements of Atlas Intermediate as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 included in the Proxy Statement beginning on page F-1 are incorporated herein by reference.





(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.





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(d)    Exhibits:



Exhibit No.                                 Description
2.1             Unit Purchase Agreement, dated August 12, 2019, by and among the
              Company, Atlas TC Holdings LLC, Atlas TC Buyer LLC, Atlas Intermediate
              Holdings LLC and Atlas Technical Consultants Holdings LP (incorporated
              by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
              filed with the SEC on August 13, 2019).
2.2             Amendment No. 1 to Unit Purchase Agreement, dated as of January 23,
              2020, by and among the Company, Atlas TC Holdings LLC, Atlas TC Buyer
              LLC, Atlas Intermediate Holdings LLC and Atlas Technical Consultants LP
              (incorporated by reference to Exhibit 10.3 to the Company's Current
              Report on Form 8-K filed with the SEC on January 23, 2020).
3.1             Second Amended and Restated Certificate of Incorporation of Atlas
              Technical Consultants, Inc..
3.2             Second Amended and Restated Bylaws of Atlas Technical Consultants,
              Inc.
4.3             Warrant Agreement, dated November 15, 2018, between the Company and
              Continental Stock Transfer & Trust Company (incorporated by reference to
              Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the
              SEC on November 21, 2018).
10.1            Subscription Agreement, dated as of February 14, 2020 between Atlas TC
              Holdings LLC and GSO COF III AIV-2 LP.
10.2            Support Letter, dated as of February 14, 2020, between Boxwood Merger
              Corp. and GSO Capital Partners LP.
10.3            Credit Agreement, dated as of February 14, 2020, by and among Atlas TC
              Holdings LLC, Atlas TC Buyer LLC, Atlas Intermediate Holdings LLC, the
              lenders and issuing banks from time to time party thereto, and Macquarie
              Capital Funding LLC, as administrative agent and collateral agent.
10.4            Nomination Agreement dated as of February 14, 2019, by and among Atlas
              Technical Consultants, Inc., BCP Energy Services Fund, LP, BCP Energy
              Services Fund-A, LP and BCP Energy Services Executive Fund, LP.
10.5            Registration Rights Agreement, dated as of February 14, 2019, by and
              among Atlas Technical Consultants, Inc. and Atlas Technical Consultants
              Holdings LP and its limited partners.
10.6            Registration Rights Agreement, dated as of February 14, 2020, by and
              among Boxwood Merger Corp. and GSO Capital Opportunities Fund III LP.
10.7            Voting Agreement, dated as of February 14, 2019, by and between Atlas
              Technical Consultants, Inc. and Boxwood Sponsor LLC.
10.8            Lockup Agreement, dated as of February 14, 2019, by and between Atlas
              Technical Consultants, Inc. and Boxwood Sponsor LLC.
10.9            Amended and Restated Limited Liability Company Agreement of Atlas TC
              Holdings LLC, dated as of February 14, 2020.
10.10           Restrictive Covenant Agreement, dated February 14, 2020, by and among
              Atlas Technical Consultants Holdings LP, Atlas Technical Consultants,
              SPV, LLC and Arrow Environmental SPV, LLC.
10.11           Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan.
10.12           Commitment Letter, dated as of January 23, 2020, by and among Boxwood
              Merger Corp., Atlas TC Holdings LLC and GSO Capital Partners LP
              (incorporated by reference to Exhibit 10.1 to the Company's Current
              Report on Form 8-K filed with the SEC on January 23, 2020).
10.13           Closing Payment Letter, dated as of January 23, 2020, by and among
              Boxwood Merger Corp., Atlas TC Holdings LLC and GSO Capital Partners LP
              (incorporated by reference to Exhibit 10.2 to the Company's Current
              Report on Form 8-K filed with the SEC on January 23, 2020).
10.14           Forfeiture Agreement, dated as of January 23, 2020, by and among
              Boxwood Sponsor, LLC and Atlas Technical Consultants Holdings LP
              (incorporated by reference to Exhibit 10.4 to the Company's Current
              Report on Form 8-K filed with the SEC on January 23, 2020).
10.15           Amendment No. 1 to Commitment Letter, dated as of January 23, 2020, by
              and among Boxwood 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 the SEC on January 23, 2020).
10.16           Debt Commitment Letter, dated August 12, 2019, by and among Boxwood
              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 the SEC on
              August 13, 2019).
10.17           Employment Agreement, dated as of August 12, 2019, by and between
              Boxwood Merger Corp. and L. Joe Boyer (incorporated by reference to
              Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the
              SEC on August 13, 2019).




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10.18       Stockholder Support Agreement, dated as of August 12, 2019, by and
          between Atlas 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 the
          SEC on August 13, 2019).
10.19       Letter Agreement, dated November 15, 2018, among the Company, Boxwood
          Sponsor, 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 the SEC on November 21, 2018).
10.20       Investment Management Trust Agreement, dated November 15, 2018,
          between the Company and Continental Stock Transfer & Trust Company
          (incorporated by reference to Exhibit 10.2 to the Company's Current
          Report on Form 8-K filed with the SEC on November 21, 2018).
10.21       Registration Rights Agreement, dated November 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 the SEC on November 21, 2018).
10.22       Securities Purchase Agreement, dated November 15, 2018, between the
          Company and Boxwood Sponsor, LLC (incorporated by reference to Exhibit
          10.4 to the Company's Current Report on Form 8-K filed with the SEC on
          November 21, 2018).
10.23       Expense Advancement Agreement, dated November 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 the SEC on November 21,
          2018).
10.24       Letter Agreement, dated November 15, 2018, between the Company and
          Macquarie Capital (USA) Inc. (incorporated by reference to Exhibit 10.6
          to the Company's Current Report on Form 8-K filed with the SEC on
          November 21, 2018).
10.25       Letter Agreement, dated November 15, 2018, among the Company, MIHI LLC
          and Boxwood Management Company, LLC (incorporated by reference to
          Exhibit 10.7 to the Company's Current Report on Form 8-K filed with the
          SEC on November 21, 2018).
10.26       Promissory Note, Dated August 22, 2018, issued to Boxwood Sponsor LLC
          (incorporated by reference to Exhibit 10.1 to the Company's Registration
          Statement on Form S-1 filed with the SEC on October 26, 2018).
10.27       Securities Subscription Agreement, dated June 28, 2017, between the
          Registrant and MIHI LLC (incorporated by reference to Exhibit 10.5 to
          the Company's Registration Statement on Form S-1 filed with the SEC on
          October 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 the SEC on October 26, 2018).
10.29       Securities Assignment Agreement, dated as of October 22, 2018, between
          Boxwood 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 the SEC on October 26, 2018).
21.1        Subsidiaries of the Company.
99.1        Unaudited pro forma condensed consolidated combined financial
          information of Atlas Intermediate Holdings, LLC for the year ended
          December 31, 2018 and as of and for the nine months ended September 30,
          2019.
99.2        Management's Discussion and Analysis of Financial Condition and
          Operations.
99.3        The unaudited condensed consolidated and combined financial statements
          of Atlas Intermediate Holdings LLC and ATC Group Partners LLC as of
          September 30, 2019, and for the nine-month period ended September 30,
          2019 are attached hereto as Exhibit 99.3 and are incorporated by
          reference herein  .




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