Boxwood plans $400 million credit facilities for Atlas purchase

By Sara Rosenberg

New York, Aug. 13 – Boxwood Merger Corp., which will be renamed Atlas Technical Consultants Inc., has received a commitment for up to $400 million senior secured credit facilities to help fund its acquisition of Atlas Intermediate Holdings LLC, according to an 8-K filed with the Securities and Exchange Commission on Tuesday.

Macquarie Capital (USA) Inc. and Natixis are the lead arrangers on the deal.

The facilities consist of a $40 million five-year revolver, a $290 million seven-year covenant-lite first-lien term loan and a $70 million eight-year covenant-lite second-lien term loan.

The term loans can be reduced based on the amount of equity available at closing.

Pricing on the revolver and first-lien term loan is outlined in the commitment letter as Libor plus 425 basis points with a 1% Libor floor, and pricing on the second-lien is outlined as Libor plus 825 bps with a 1% Libor floor.

The first-lien term loan has 101 soft call protection for six months and amortization of 1% per annum, and the second-lien term loan has call protection of 102 in year one and 101 in year two.

The transaction reflects an implied enterprise value at closing of $709.5 million for Atlas, based on current assumptions, excluding the net present value of an anticipated tax benefit of $55 million.

In addition to the new debt, the company will use Boxwood’s cash in trust and rollover equity to fund the acquisition.

Closing is expected in the fourth quarter, subject to Boxwood stockholder approval and other customary closing conditions.

Atlas is an Austin, Tex.-based provider of professional testing, inspection, engineering and consulting services. Boxwood is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

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