Follows Successful Execution of Bernhard
Capital's Blueprint Investment Approach
BATON
ROUGE, La., Jan. 31,
2023 /PRNewswire/ -- Bernhard Capital Partners
("Bernhard Capital" or "BCP"), an infrastructure and
services-focused private equity management firm, announced today
that BCP Fund I portfolio company Atlas Technical Consultants, Inc.
(Nasdaq: ATCX) ("Atlas" or the
"Company"), a leading provider of infrastructure and environmental
solutions, has entered into a definitive agreement to be acquired
by private investment firm GI Partners in an all-cash transaction
valued at approximately $1.05
billion, including outstanding debt.
Under the terms of the transaction, Atlas shareholders will receive $12.25 per share in cash, which represents a
premium of approximately 124% over the Company's unaffected closing
share price of $5.47 on January 30, 2023.
Headquartered in Austin, Texas,
Atlas is a leading provider of
infrastructure and environmental solutions focused on improving
performance and extending the lifecycle of built and natural
infrastructure assets to assure smart, safe, and sustainable
performance.
Bernhard Capital originally formed Atlas Technical Consultants
in 2017 through the acquisition of three leading infrastructure
management companies: Moreland Altobelli Associates, PAVETEX
Engineering, and Engineering Testing Services. Alongside
Atlas' management team, Bernhard
Capital helped grow and transform the business through 19
acquisitions that ultimately positioned Atlas as a market leader with more than 3,500
employees across the country. In February
2020, Atlas became a
NASDAQ-listed public company. BCP affiliates remained the Company's
largest shareholder.
"Using our top-down, thematic Blueprint approach, we identified
the growing need for inspection and materials testing services
across commercial, state, and local levels. BCP partnered with an
exceptional management team to build a market-leading business to
meet that specialized demand and achieve an enhanced exit
valuation. Since 2017, we worked with the management team to
thoughtfully expand the business organically and through strategic
acquisitions, and we are confident Atlas will only continue to grow and succeed
with this new partnership," said Jeff
Jenkins, Founder and Partner at Bernhard Capital.
"Today marks the culmination of our joint efforts to build one
of the largest pure-play professional and technical services
businesses. We are grateful to our partners at Bernhard Capital for
their shared vision and their investment thesis that propelled our
rapid growth and positioned our business for long-term continued
success," said L. Joe Boyer, Chief
Executive Officer at Atlas.
About Bernhard Capital Partners
Bernhard Capital
Partners is a services and infrastructure-focused private equity
management firm established in 2013. Bernhard Capital Partners has
deployed capital in four funds across several strategies and has
approximately $3.0 billion of gross
assets under management. Bernhard Capital Partners seeks to create
sustainable value by leveraging its experience in acquiring,
operating, and growing services and infrastructure businesses. For
more information, visit www.BernhardCapital.com.
Cautionary Note Regarding Forward-Looking
Statements
Information set forth in this communication,
including financial estimates and statements as to the expected
timing, completion, and effects of the proposed transaction between
Atlas and GI Partners, 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, GI Partners 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 GI Partners, 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 GI Partners, 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 Company management and the information available to
Company management as of the date of this communication.
Atlas cautions investors not to
place undue reliance on expectations regarding future results,
levels of activity, performance, achievements or other
forward-looking statements. The information contained in this
document is provided by Atlas as
of the date hereof, and, unless required by law, Atlas does not undertake and specifically
disclaims any obligation to update these forward-looking statements
contained in this document as a result of new information, future
events or otherwise.
Discussions of additional risks and uncertainties are and will
be contained in Atlas's filings
with the SEC, including but not limited to the "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections of Atlas's Annual Report on Form 10-K for the
fiscal year ended December 31, 2021
and in its subsequently-filed Quarterly Reports on Form 10-Q. You
can obtain copies of Atlas's
filings with the SEC for free at the SEC's website
(www.sec.gov).
Contacts
Media
Ed Trissel /
Erik Carlson
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
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SOURCE Bernhard Capital Partners Management, LP