UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12, 2020

BOXWOOD MERGER CORP.

(Exact name of registrant as specified in its charter)

8801 Calera Drive

Austin, Texas 78735

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (512) 575-3637

N/A 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

As previously disclosed, in connection with the proposed initial business combination (the “business combination”) between Boxwood Merger Corp. (the “Company” or “Boxwood”) and Atlas Intermediate Holdings LLC (“Atlas”), the Company entered into a debt commitment letter (the “Debt Commitment Letter”) with Macquarie Capital (USA) Inc. (“Macquarie Capital”), Macquarie Capital Funding LLC (“Macquarie Funding”) and Natixis, New York Branch (collectively with Macquarie Capital and Macquarie Funding, the “Commitment Parties”), pursuant to which the Commitment Parties agreed to provide (or to have certain of their affiliates provide), subject to the satisfaction of customary closing conditions, including the closing of the business combination, credit facilities (the “Credit Facilities”) for the purpose of financing (i) a portion of the consideration payable under the unit purchase agreement relating to the business combination (as amended and as the same may be further amended from time to time, the “Purchase Agreement”), (ii) costs and expenses incurred by the parties in connection with the business combination, (iii) the repayment of the existing indebtedness of Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Atlas Intermediate”), and (iv) general corporate expenditures.

In connection with the arrangement of the Credit Facilities, Atlas will be providing to potential lenders the following preliminary, unaudited financial results of Atlas for the fiscal year ended December 31, 2019.

For the year ended December 31, 2019, Atlas’:

The selected preliminary financial data in this Current Report on Form 8-K has been prepared by, and is the responsibility of, the management of Atlas. The information and estimates have not been compiled or examined by Atlas’ independent auditors and are subject to revision as Atlas prepares its financial statements as of and for the year ended December 31, 2019. Because Atlas has not completed its normal closing and review procedures for the year ended December 31, 2019, and subsequent events may occur that require adjustments to these results, there can be no assurance that the final results for the year ended December 31, 2019 will not differ materially from these estimates. These estimates should not be viewed as a substitute for financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) or as a measure of performance. In addition, these estimated results for the year ended December 31, 2019 are not necessarily indicative of the results to be achieved for any future period.

The information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 

Forward-Looking Statements

This Current Report includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about certain preliminary, unaudited financial results for Atlas’ year ended December 31, 2019, which are subject to finalization and contingencies associated with Atlas’ financial and accounting procedures, the parties’ ability to effect the business combination and related financing transactions and the benefits of the business combination. These forward-looking statements are based on information available as of the date of this Current Report, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the parties’ views as of any subsequent date, and Boxwood and Atlas do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the unit purchase agreement entered into in connection with the business combination (the “transaction agreement”); (2) the outcome of any legal proceedings that may be instituted against Boxwood or Atlas relating to the proposed business combination and related transactions or the definitive proxy statement, as supplemented; (3) the inability to complete the transactions contemplated by the transaction agreement due to the failure to obtain approval of the stockholders of Boxwood or satisfy other conditions to the closing of the business combination and the inability to complete the transactions contemplated by the agreement between Atlas and Long Engineering due to the failure to satisfy the conditions to the closing of such transactions; (4) the ability to obtain or maintain the listing of Boxwood’s shares of Class A common stock and warrants on Nasdaq following the business combination; (5) the risk that the business combination disrupts the parties’ current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the business combination or the acquisition of Long Engineering, which may be affected by, among other things, competition, the ability of Boxwood, Atlas and Long Engineering to grow and manage growth profitably, maintain relationships with customers and suppliers and retain management and key employees; (7) costs related to the business combination and the acquisition of Long Engineering; (8) changes in applicable laws or regulations; (9) the possibility that Boxwood, Atlas or Long Engineering may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the definitive proxy statement, as supplemented, filed by Boxwood with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the business combination, including those under “Risk Factors” therein, and other factors identified in Boxwood’s prior and future filings with the SEC, available at www.sec.gov.

*Non-GAAP Financial Measures

Covenant Adjusted EBITDA is a financial measure not prepared in accordance with GAAP.

Atlas believes that the presentation of Covenant Adjusted EBITDA is appropriate to provide additional information to investors about the calculation of, and compliance with, certain financial covenants under the agreements governing Atlas’ existing indebtedness and the Credit Facilities. Atlas and the Company caution investors that amounts presented in accordance with Atlas’ definition of Covenant Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers and analysts calculate Covenant Adjusted EBITDA in the same manner.

Atlas defines Covenant Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization, adjustments for certain one time or nonrecurring items and other adjustments permitted in certain covenant calculations under the agreements governing Atlas’ existing indebtedness and the Credit Facilities.

Covenant Adjusted EBITDA is not a measurement of Atlas’ financial performance, is defined and calculate differently than the Adjusted EBITDA performance measure disclosed in “Atlas’ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in the Company’s definitive proxy statement filed with the SEC on November 12, 2019 and is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for, or in isolation from, net income (loss), revenue, operating profit, cash flow from operating activities or any other operating performance measures calculated in accordance with GAAP.

Atlas excludes these items from net income in arriving at Covenant Adjusted EBITDA because these amounts are either nonrecurring or can vary substantially within the industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain items excluded from Covenant Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Covenant Adjusted EBITDA. Atlas’ presentation of Covenant Adjusted EBITDA should not be construed as an indication that results will be unaffected by the items excluded from Covenant Adjusted EBITDA. Atlas is unable to provide a quantitative reconciliation of Covenant Adjusted EBITDA to cash flow from operating activities as the items necessary to provide such reconciliation are not yet available.

See the following table for a quantitative reconciliation of Covenant Adjusted EBITDA to net income.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.