GI Manager L.P. entered into a definitive agreement to acquire Atlas Technical Consultants, Inc. (NasdaqGM:ATCX) from a group of shareholders for approximately $500 million on January 30, 2023. AS&M SPV, LLC and Arrow Environmental SPV, LLC collectively beneficially own, in the aggregate, approximately 43% of the outstanding Atlas Technical Consultants Common Stock. Under the terms of the transaction, Atlas shareholders will receive $12.25 per share in cash. Upon completion of the transaction, Atlas' shares will no longer trade on Nasdaq and Atlas will become a private company. In the event of termination, Atlas Technical will pay a termination fee of $20.3 million, representing 4% and GI Manager will pay a termination fee of $45.75 million, representing 8%.

The transaction is subject to approval by Atlas shareholders, receipt of regulatory approvals, waiting periods applicable to the Merger pursuant to the HSR Act and other customary closing conditions. The transaction was unanimously approved by Atlas' Board of Directors, which recommends that Atlas shareholders vote in favor of the transaction. On March 29, 2023, the Atlas stockholders approved the transaction at its special meeting of shareholders. The transaction is expected to close in the second quarter of calendar 2023.

BofA Securities is serving as exclusive financial advisor and fairness opinion provider to Atlas, and Robert P. Goodin and Camille E. Walker of Kirkland & Ellis LLP and Potter Anderson & Corroon LLP are serving as legal counsel. Neill Jakobe, Zachary Blume, Suni Sreepada, Jennifer Cormier, Stephanie Bruce, Scott Rolnik, Alex Zeltser, Isabel Dische, Michael Littenberg, Peter Alpert, Benjamin Rogers, Annie Herdman, Dan McCaughey, Walton Dumas, Tristan Evans-Wilent, Emily Karlberg, Bruce Gaffney and Brandon Howald of Ropes & Gray LLP acted as legal advisors to GI Partners in connection with the transaction. Atlas has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting at a cost of approximately $20,000 plus certain expenses. Atlas has agreed to pay BofA Securities for its services as financial advisor to Atlas in connection with the Merger an aggregate fee currently estimated to be approximately $10.5 million, of which a portion was payable upon delivery of BofA Securities' opinion and approximately $8 million is contingent upon consummation of the Merger. Mayer Brown LLP acted as legal advisor to Bernhard Capital Partners Management, LP. Ropes & Gray LLP acted as due diligence provider to GI Manager and Kirkland & Ellis LLP acted as due diligence provider to Atlas. Houlihan Lokey, Inc. acted as financial advisor to GI Partners.