Bernhard Capital-Backed Atlas Technical Consultants, Inc. to Be Acquired in a Transaction Valued at $1.05 billion

News provided by

Bernhard Capital Partners Management, LP

Jan 31, 2023, 18:15 ET

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

SOURCE Bernhard Capital Partners Management, LP