Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 30, 2020, Boxwood Merger Corp. ("Boxwood" or the "Company") convened
and then adjourned, without conducting any business, Boxwood's adjourned special
meeting in lieu of the 2019 annual meeting of stockholders of Boxwood (the
"special meeting") relating to its previously announced proposed business
combination (the "business combination") with Atlas Intermediate Holdings LLC
("Atlas") until Thursday, February 6, 2020, at 10:00 a.m., Eastern Time, at the
offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166.
The only proposal submitted for a vote of the stockholders at the special
meeting was the approval of the adjournment of the special meeting to a later
date or dates (the "adjournment proposal"). The adjournment proposal is
described in detail in the Company'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 business combination.
As of the close of business on November 6, 2019, the record date for the special
meeting, there were 20,250,000 shares of Class A common stock, par value $0.0001
per share ("Class A common stock"), and 5,000,000 shares of Class F common
stock, par value $0.0001 per share (together with the Class A common stock, the
"common stock"), outstanding, each of which was entitled to one vote with
respect to the adjournment proposal. A total of 20,456,744 shares of common
stock, representing approximately 81.02% of the outstanding shares of common
stock entitled to vote, were present in person or by proxy, constituting a
quorum to conduct business.
The Company's stockholders approved the adjournment proposal by the votes set
forth below:
For Against Abstain Broker Non-Votes
19,090,294 1,366,001 449 0
Item 8.01 Other Events.
In connection with the approval by the Company's shareholders to adjourn the
special meeting, the Company adjourned, without conducting any business, the
special meeting until Thursday, February 6, 2020, at 10:00 a.m., Eastern Time,
at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York
10166.
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.
No Offer or Solicitation
This Current Report 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.
Important Information About the Business Combination and Where to Find It
In connection with the business combination, Boxwood has filed on November 12,
2019 a definitive proxy statement with the SEC. The definitive proxy statement
and other relevant documents have been sent or given to the stockholders of
Boxwood as of November 6, 2019, the record date established for voting on the
proposed transaction 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. The definitive proxy statement has
been mailed on November 12, 2019 to Boxwood stockholders as of November 6, 2019,
the record date established for voting on the proposed transaction. Stockholders
are also able to obtain copies of the definitive proxy statement and other
relevant materials, without charge, at the SEC's website at www.sec.gov. Copies
of the documents filed with the SEC by Boxwood can be obtained free of charge at
https://www.cstproxy.com/boxwoodmc/2019 or by directing a written request to
Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735 or by telephone at
512-575-3637.
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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 transaction. The definitive proxy statement is
available free of charge at the SEC's website at www.sec.gov, or by directing a
request to Boxwood, 8801 Calera Drive, Austin, Texas 78735 or by telephone at
512-575-3637.
Forward-Looking Statements
This Current Report 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 Boxwood's
ability to arrange equity and equity-related financing in connection with the
closing of the business combination, the parties' ability to effect the business
combination and the benefits of the business combination. These forward-looking
statements are based on information available as of the date of this Current
Report, 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 arrange equity and/or equity-related financing in
connection with the closing of the business combination, 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 www.sec.gov.
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