ATLAS TECHNICAL CONSULTANTS, INC. Item 8.01 Other Events.
As previously disclosed, on
In connection with the Merger, on
Litigation Related to the Merger
Since the filing of the Preliminary Proxy Statement, six complaints have been
filed in federal courts in
Atlas believes that the claims asserted in the Litigation Matters are without merit and no additional disclosures are required under applicable laws. However, in order to avoid the risk of the Litigation Matters delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Atlas has determined to voluntarily make the following supplemental disclosures to the Proxy Statement, as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Atlas specifically denies all allegations in the Litigation Matters that any additional disclosure was or is required.
These supplemental disclosures will not change the consideration to be paid to
Atlas stockholders in connection with the Merger or the timing of the special
meeting of Signify stockholders (the "Special Meeting") to be held virtually on
SUPPLEMENT TO PROXY STATEMENT
Atlas is supplementing the Proxy Statement with certain additional information set forth below. These disclosures should be read in connection with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.
The last sentence of the seventh full paragraph on page 29 under "The Merger - Background of the Merger" is hereby amended and supplemented as follows:
Of the parties contacted by
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The seventh paragraph on page 30 under "The Merger - Background of the Merger" is hereby amended and supplemented as follows:
That same day, the Board convened a special meeting via videoconference to
discuss with members of the Company's senior management and representatives of
each of
The table "Base Case Projections" on page 40 is hereby amended in its entirety:
Base Case Projections
Q2-Q4
2023E Stub 2024E 2025E 2026E 2027E
(in millions)
Gross Revenue 496 687 729 759 786
Net Revenue 398 557 591 615 638
Gross Margin 234 323 344 359 373
Adj. EBITDA(1) 79 110 123 132 138
Taxes (13 ) (20 ) (23 ) (25 ) (26 )
Changes in Net Working Capital 9 (6 ) (7 ) (7 ) (7 )
Capex (6 ) (8 ) (8 ) (9 ) (9 )
Unlevered Free Cash Flow 63 68 76 83 87
(1) Adjusted EBITDA refers to earnings before interest, taxes, depreciation and
amortization before stock-based compensation expense and other one-time
expenses.
The table "Illustrative Growth/M&A Case Projections" on page 41 is hereby amended in its entirety:
Illustrative Growth/M&A Case Projections
2024E 2025E 2026E
(in millions)
Gross Revenue 868 1,041 1,210
Net Revenue 703 844 981
Gross Margin 407 491 571
Adj. EBITDA(1) 139 173 204
Changes in
(10 ) (12 ) (14 )
(1) Adjusted EBITDA refers to earnings before interest, taxes, depreciation and
amortization before stock-based compensation expense and other one-time
expenses.
(2) Excludes M&A-related Capex.
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The first sentence of the second full paragraph on page 42 is hereby amended and supplemented as follows:
Adjusted EBITDA, Taxes, Change in
The third full paragraph on page 42 is hereby amended and supplemented as follows:
In addition, the Management Projections have not been updated or revised to reflect information or results after the date on which they were prepared by the Company in the last quarter of 2022 or as of the date of this proxy statement, and except as required by applicable securities laws, the Company does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be inappropriate.
The third sentence of the third paragraph under "The Merger - Opinion of Company's Financial Advisor - Financial Analyses - Selected Public Companies Analysis" on page 46 is hereby amended and supplemented as follows:
The first sentence of the fifth paragraph under "The Merger - Opinion of Company's Financial Advisor - Financial Analyses - Selected Public Companies Analysis" on page 46 is hereby amended and supplemented as follows:
No company used in this analysis is identical or directly comparable to Atlas nor, except for the ranges of multiples applied in the selected public companies analysis described above, were individual multiples derived for the selected companies independently determinative of the results derived from such analysis.
The second sentence of the third paragraph under "The Merger - Opinion of Company's Financial Advisor - Financial Analyses - Selected Precedent Transactions Analysis" on page 47 is hereby amended and supplemented as follows:
The first sentence of the fifth paragraph under "The Merger - Opinion of Company's Financial Advisor - Financial Analyses - Selected Precedent Transactions Analysis" on page 47 is hereby amended and supplemented as follows:
No company, business or transaction used in this analysis is identical or directly comparable to Atlas or the Merger nor, except for the ranges of multiples applied in the selected precedent transactions analysis described above, were individual multiples derived for the selected precedent transactions independently determinative of the results derived from such analysis.
The third sentence of the paragraph under "The Merger - Opinion of the Company's Financial Advisor - Financial Analyses - Discounted Cash Flow Analysis" beginning on page 47 is hereby amended and supplemented as follows:
The fourth sentence of the paragraph under "The Merger - Opinion of the Company's Financial Advisor - Financial Analyses - Discounted Cash Flow Analysis" beginning on page 47 is hereby amended and supplemented as follows:
The cash flows and terminal values were then discounted to present value (as of
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The first sentence of the first paragraph under "The Merger - Opinion of the Company's Financial Advisor - Miscellaneous" on page 48 is hereby amended and supplemented as follows:
Atlas has agreed to pay
Forward-Looking Statements
Information set forth in this Current Report on Form 8-K, including statements as to the expected timing, completion, and effects of the proposed transactions contemplated by the Merger Agreement, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by the fact that they use words such as "may," "will," "could," "should," "would," "expect," "anticipate," "intend," "estimate," "believe" or similar expressions. Any forward-looking statements contained herein are based on current plans and expectations and involve risks and uncertainties that could cause actual outcomes and results to differ materially from current expectations. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Such forward-looking statements may include, but are not limited to, statements about the anticipated benefits of the Merger, including future financial and operating results, expected synergies and cost savings related to the Merger, the plans, objectives, expectations and intentions of Atlas, Parent and the combined company, the expected timing of the completion of the Merger, the effect, impact, potential duration or other implications of the COVID-19 pandemic and any expectations we may have with respect thereto, the ability to recognize the anticipated benefits of our past acquisitions, which may be affected by, among other things, competition, the ability of Atlas to grow and manage growth profitably, maintain relationships with customers and suppliers and retain management and key employees, changes adversely affecting the business in which we are engaged, changes in applicable laws or regulations, the possibility that Atlas may be adversely affected by other economic, business, and/or competitive factors and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of Atlas or Parent, as applicable, and are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Atlas nor Parent, nor any of their respective directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the risk that Atlas's stockholders may not adopt the Merger Agreement, the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, risks that any of the closing conditions to the Merger may not be satisfied or waived in a timely manner, risks related to disruption of management time from ongoing business operations due to the Merger, the effect of the announcement of the Merger on the ability of Atlas to retain customers and retain and hire key personnel and maintain relationships with its suppliers and other business partners, and on their operating results and businesses generally, the risk that potential litigation in connection with the Merger may affect the timing or occurrence of the Merger or result in significant costs of defense, indemnification and liability and transaction costs.
The forward-looking statements are based on the beliefs and assumptions of
Atlas's management and the information available to Atlas's management as of the
date of this Current Report on Form 8-
Discussions of additional risks and uncertainties are and will be contained in
Atlas's filings with the
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Certain Information Regarding Participants
Atlas and certain of its directors, executive officers and other members of
management and employees may be deemed to be participants in the solicitation of
proxies from Atlas's stockholders in connection with the Merger. Information
regarding the persons who may, under the rules of the
Important Information and Where to Find It
This communication is being made in respect of the Merger involving Parent and
Atlas. Atlas filed with the
Investors and security holders can obtain these materials and other relevant
documents filed with the
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