Item 1.02. Termination of a Material Definitive Agreement
Termination of Credit Agreements
As previously reported, on
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The Merger became effective at approximately
Consistent with the terms of Merger Agreement, as of the Effective Time:
? each restricted stock unit of the Company (each, a "Company RSU") that was
outstanding immediately prior to the Effective Time, other than a Company RSU
issued during calendar year 2023, was automatically 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? 1
? each award of performance-based restricted stock units of the Company (each, a
"Company PSU") that was outstanding immediately prior to the Effective Time,
other than a Company PSU issued during calendar year 2023, was automatically
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 calendar year 2023 (each a . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified the
The Company intends to file a Form 15 with the
2
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Items 2.01, 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As of the Effective Time, each holder of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as stockholders of the Company (other than, in the case of the Class A Common Stock (including all shares of Class A Common Stock issued upon the exchange of Common Units and the surrender of the Class B Common Stock issued and outstanding immediately prior to the Effective Time), the right to receive the Per Share Price or to exercise appraisal rights (if any)).
Item 5.01. Changes in Control of Registrant.
The information set forth under Items 2.01, 3.01, and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Merger, a change in control of the Company occurred, and the
Company is now a wholly owned subsidiary of Parent. Parent is controlled by
To complete the Merger and related transactions and pay related fees and
expenses, Parent used funds in an amount equal to approximately
The description of the Merger and the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company with the
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 under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Directors
In accordance with the Merger Agreement, effective upon completion of the
Merger, at the Effective Time,
Officers
Effective upon completion of the Merger, at the Effective Time, the following
persons continued to be officers of the Company:
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Item 5.03. Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
In accordance with the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety. A copy of the fourth amended and restated certificate of incorporation is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
In accordance with the Merger Agreement, at the Effective Time, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. A copy of the third amended and restated bylaws is attached as Exhibit 3.2 hereto and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On the Closing Date, the Company and
Cautionary Note Regarding Forward-Looking Statements
Many of the statements included in this Current Report on Form 8-K and the
furnished exhibits constitute "forward-looking statements." In particular, they
may include statements relating to future actions, strategies, future operating
and financial performance, and the Company's future financial results. These
forward-looking statements are based on current expectations and projections
about future events. Readers are cautioned that forward-looking statements are
not guarantees of future operating and financial performance or results and
involve substantial risks and uncertainties that cannot be predicted or
quantified, and consequently, the actual performance of the Company may differ
materially from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, but are not limited to, factors described
from time to time in the Company's Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJanuary 30, 2023 , by and among the Company,GI Apple Midco LLC , andGI Apple Merger Sub LLC (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onFebruary 1, 2023 ). 3.1 Fourth Amended and Restated Certificate of Incorporation ofAtlas Technical Consultants, Inc. 3.2 Third Amended and Restated Bylaws ofAtlas Technical Consultants, Inc. 99.1 Joint Press Release of the Company andGI Partners , datedApril 19, 2023 . 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. The
Company hereby undertakes to furnish supplemental copies of any of the omitted
schedules upon request by the
provided, however, that the Company may request confidential treatment pursuant
to Rule 24b-2 of the Exchange Act, as amended, for any schedule or exhibit so
furnished. 4
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