(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) See Items 2(a)-(b) above for place of organization or citizenship of each of the Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a letter agreement, dated as of February 14, 2020 (the “Founder Shares Transfer Letter”), Boxwood Sponsor, LLC transferred to GSO COF III, for no consideration, 1,200,000 shares of Class F common stock of the Issuer (“Founder Shares”), which converted automatically into 1,200,000 shares of Class A Common Stock pursuant to the terms and conditions of the Issuer’s amended and restated certificate of incorporation at the time of the closing of the acquisition of all of the outstanding equity interests of Atlas Intermediate Holdings LLC by Atlas TC Buyer LLC, an indirect wholly-owned subsidiary of the Issuer, from Atlas Technical Consultants Holdings LP, which closing occurred on February 14, 2020 (the “Business Combination”).
Such transfer of Founder Shares constitutedpayment-in-kind of a portion of a fee owing to the Reporting Persons pursuant to a payment letter, dated as of January 23, 2020 (“Payment Letter”), from GSO Capital Partners LP, on behalf of its affiliates and funds and accounts managed or advised by it (“GSO”), addressed to the Issuer and its wholly-owned subsidiary, Atlas TC Holdings LLC, a Delaware limited liability company (“Holdings”), in exchange for GSO’s commitment to fund a portion of the amounts needed to consummate the Business Combination and the costs and expenses incurred in connection therewith, which commitment is set forth in a commitment letter, dated as of January 23, 2020, by and among GSO, the Issuer and Holdings (the “Commitment Letter”).
Pursuant to the Commitment Letter, GSO committed, on the terms and subject to the conditions set forth therein, on the closing date of the Business Combination, to purchase (i) up to 145,000 units of a new class of Series A Senior Preferred Units of Holdings (the “Preferred Units”) at a price per Preferred Unit of $980, reflecting a 2% original issue discount to the amount of the liquidation preference of $1,000 per Preferred Unit (“OID”) in accordance with the terms of the Payment Letter (the “Preferred Commitment”), and (ii) 1,000,000 shares of Class A Common Stock (the “Common Commitment”).
Pursuant to a subscription agreement, dated as of February 14, 2020 (“Subscription Agreement”), between GSO COF IIIAIV-2 LP, an affiliate of GSO (“GSO COF IIIAIV-2”), and Holdings, GSO COF IIIAIV-2 acquired 145,000 Preferred Units for an aggregate purchase price of $141.84 million reflecting a 2.179% OID in satisfaction of the Preferred Commitment. Simultaneously therewith, GSO COF IIIAIV-2 was admitted as a member of Holdings and became bound by the Amended and Restated Operating Agreement of Holdings, dated as of February 14, 2020 (the “Holdings LLC Agreement”). The acquisition of the Preferred Units was funded by capital contributions of the limited partners and general partner of GSO COF IIIAIV-2.
The Reporting Persons acquired 1,000,000 shares of Class A Common Stock for $10.26 per share for an aggregate purchase price of $10.26 million, in satisfaction of the Common Commitment (the “Stock Purchase”). The acquisition of such shares of Class A Common Stock was funded by capital contributions of the limited partners and general partner of GSO COF III.
The foregoing descriptions of the Founder Shares Transfer Letter, the Payment Letter, the Commitment Letter and the Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements which are each filed herewith as Exhibits B, C, D and E, respectively, to this Statement and incorporated by reference herein.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following:
The information in Items 3 and 6 of this Schedule 13D is incorporated herein by reference.
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