ATLAS TECHNICAL CONSULTANTS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
The Company's board of directors (the "Board") has unanimously determined that the Merger Agreement is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, directed that the adoption of the Merger Agreement be submitted for consideration by the Company's stockholders at a meeting thereof and resolved to recommend that the Company's stockholders adopt the Merger Agreement.
Transaction Structure
Subject to the terms and conditions set forth in the Merger Agreement, at the
effective time of the Merger (the "Effective Time"), each share of the Company's
Class A common stock, par value
The Merger Agreement provides for the following treatment of the Company's equity awards as of the Effective Time:
· each restricted stock unit of the Company (each, a "Company RSU") that is
outstanding immediately prior to the Effective Time, other than a Company RSU issued during the calendar year in which the Effective Time occurs, will automatically be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Company RSU?
· each award of performance-based restricted stock units of the Company (each, a
"Company PSU") that is outstanding immediately prior to the Effective Time, other than a Company PSU issued during the calendar year in which the Effective Time occurs, will automatically be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price and (ii) the number of shares of Company Common Stock subject to such Company PSU, with any performance vesting conditions deemed achieved at the greater of target and actual performance effective as of Effective Time (up to a maximum of 137.5% of target), without any pro-ration;
· each Company RSU and Company PSU issued during the calendar year in which the
Effective Time occurs (each a "Current Year Award") will automatically be cancelled and converted into and will become the conditional right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes (each, a "Cash Replacement Award"), equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Current Year Award. Each Cash Replacement Award will be subject to the same terms and conditions (including vesting terms and terms providing for the acceleration of vesting) that apply to the Current Year Award that it has replaced, other than the right to receive equity rather than cash upon vesting, and provided that, with respect to any Current Year that is a Company PSU, performance metrics will be deemed achieved at target performance as of the Effective Time, without any pro-ration (such that only time-based vesting conditions remain applicable); and
· each award of a price-vested stock option to purchase shares of Company Common
Stock (each, a "Company PSO") that is outstanding and unexercised immediately
prior to the Effective Time, with an exercise price per share less than the Per
Share Price, whether vested or unvested, but with respect to which the
performance-based vesting conditions would be achieved if the Per Share Price
was equal to or greater than the "threshold stock price" under such Company
PSO, will automatically be cancelled and converted into the right to receive an
amount in cash, without interest thereon and subject to applicable withholding
taxes, equal to the product of (i) the number of shares of Company Common Stock
subject to such Company PSO and (ii) the excess, if any, of the Per Share Price
over the exercise price per share of such Company PSO. Each Company PSO with an
exercise price per share equal to or greater than the Per Share Price will
automatically be cancelled without any cash payment being made in respect
thereof.
1
Conditions to the Merger and Closing
The consummation of the Merger is subject to customary conditions, including the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on the Merger Agreement? absence of any order or injunction having the effect of prohibiting, restricting, enjoining or otherwise making illegal the consummation of the Merger? expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976? and receipt of specified government authorizations including nuclear materials consents under applicable state and federal law. The obligation of each party to consummate the Merger is also conditioned upon the other party's representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. Parent's obligations are condition on receipt of certain letters evidencing the repayment of certain of the Company's indebtedness and the absence of a material adverse effect on the Company.
In addition, the Merger Agreement provides that the closing of the Merger (the
"Closing") may not occur earlier than
Solicitation
From and after
Subject to certain exceptions, the Board is required to recommend that the Company's stockholders adopt the Merger Agreement and may not withhold, withdraw, amend, qualify or modify in a manner adverse to Parent such recommendation or take certain similar actions that are referred to in the Merger Agreement as a "Company Board Recommendation Change". However, the Board may, before the adoption of the Merger Agreement by the Company's stockholders, make a Company Board Recommendation Change in connection with a Superior Proposal or Intervening Event (each, as defined in the Merger Agreement) if the Company complies with certain notice and other requirements set forth in the Merger Agreement.
Other Terms of the Merger Agreement
The Merger Agreement contains customary representations and warranties of the Company relating to its business and public filings, generally subject to qualifications as to materiality. Additionally, the Merger Agreement contains customary pre-closing covenants of the Company, including covenants relating to conducting its business in the ordinary course consistent with past practice and to refrain from taking certain actions without Parent's consent.
The Merger Agreement also provides for certain termination rights of Parent and
the Company, including the right of either party to terminate the Merger
Agreement if the Merger has not been consummated by
2
In the event the Merger Agreement is terminated (i) by the Company or Parent
because the Merger is not consummated by the Termination Date, (ii) by the
Company or Parent because the Company stockholder approval is not obtained or
(iii) by Parent due to an uncured material breach by the Company of its
representations, warranties, covenants or agreements set forth in the Merger
Agreement and, in each case prior to such termination but after the date of the
Merger Agreement, an acquisition proposal has been publicly disclosed or
communicated to the Company stockholders and not withdrawn or otherwise
abandoned prior to such termination, and within 12 months after the date of such
termination the Company consummates an acquisition proposal or enters into an
agreement providing for an acquisition proposal, then the Company will be
obligated to pay Parent a termination fee (the "Company Termination Fee") of
The Company is entitled to terminate the Merger Agreement and receive a
termination fee of
Financing
Funds advised by
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated into this Item 1.01 by reference.
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description of Exhibit 2.1* Agreement and Plan of Merger, datedJanuary 30, 2023 , by and among the Company,GI Apple Midco LLC , andGI Apple Merger Sub LLC . 10.1 Voting Agreement, datedJanuary 30, 2023 , by and among Parent, AS&MSPV, LLC ,Arrow Environmental SPV LLC , and, for the purposes specified therein, the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
5
© Edgar Online, source
