0000899243-21-005344.txt : 20210208 0000899243-21-005344.hdr.sgml : 20210208 20210208215554 ACCESSION NUMBER: 0000899243-21-005344 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210203 FILED AS OF DATE: 20210208 DATE AS OF CHANGE: 20210208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AS&M Holdings LP CENTRAL INDEX KEY: 0001803930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 21603718 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: (225) 228-2500 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 FORMER NAME: FORMER CONFORMED NAME: Atlas Technical Consultants Holdings LP DATE OF NAME CHANGE: 20200219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Arrow Environmental SPV, LLC CENTRAL INDEX KEY: 0001844447 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 21603719 BUSINESS ADDRESS: STREET 1: 2791 SOUTH VICTORY VIEW WAY CITY: BOISE STATE: ID ZIP: 83709 BUSINESS PHONE: 512-229-0533 MAIL ADDRESS: STREET 1: 2791 SOUTH VICTORY VIEW WAY CITY: BOISE STATE: ID ZIP: 83709 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AS&M Holdings GP LLC CENTRAL INDEX KEY: 0001803931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 21603720 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: (225) 228-2500 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 FORMER NAME: FORMER CONFORMED NAME: Atlas Technical Consultants Holdings GP LLC DATE OF NAME CHANGE: 20200219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AS&M SPV LLC CENTRAL INDEX KEY: 0001822526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 21603721 BUSINESS ADDRESS: STREET 1: 2791 SOUTH VICTORY VIEW WAY CITY: BOISE STATE: ID ZIP: 83709 BUSINESS PHONE: 512.229.0533 MAIL ADDRESS: STREET 1: 2791 SOUTH VICTORY VIEW WAY CITY: BOISE STATE: ID ZIP: 83709 FORMER NAME: FORMER CONFORMED NAME: AS&M SVP LLC DATE OF NAME CHANGE: 20200825 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP ENERGY SERVICES FUND, LP CENTRAL INDEX KEY: 0001620882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 21603722 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: (225) 228-2501 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP ENERGY SERVICES FUND-A, LP CENTRAL INDEX KEY: 0001620883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 21603723 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: (225) 228-2501 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP ENERGY SERVICES EXECUTIVE FUND, LP CENTRAL INDEX KEY: 0001677251 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 21603724 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: (225) 228-2501 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP Energy Services Fund GP, LP CENTRAL INDEX KEY: 0001743508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 21603725 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: 5028155062 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP Energy Services Fund UGP, LLC CENTRAL INDEX KEY: 0001743507 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 21603726 BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: 5028155062 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JENKINS JEFFREY SCOTT CENTRAL INDEX KEY: 0001743809 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 21603727 MAIL ADDRESS: STREET 1: C/O CHARAH HOLDINGS STREET 2: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS TECHNICAL CONSULTANTS, INC. CENTRAL INDEX KEY: 0001751143 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 830808563 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY, BUILDING B STREET 2: SUITE 230 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: (512) 851-1501 MAIL ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY, BUILDING B STREET 2: SUITE 230 CITY: AUSTIN STATE: TX ZIP: 78738 FORMER COMPANY: FORMER CONFORMED NAME: Boxwood Merger Corp. DATE OF NAME CHANGE: 20180824 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-02-03 0 0001751143 ATLAS TECHNICAL CONSULTANTS, INC. ATCX 0001803930 AS&M Holdings LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001844447 Arrow Environmental SPV, LLC 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001803931 AS&M Holdings GP LLC 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001822526 AS&M SPV LLC 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001620882 BCP ENERGY SERVICES FUND, LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001620883 BCP ENERGY SERVICES FUND-A, LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001677251 BCP ENERGY SERVICES EXECUTIVE FUND, LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001743508 BCP Energy Services Fund GP, LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001743507 BCP Energy Services Fund UGP, LLC 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001743809 JENKINS JEFFREY SCOTT 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 Class B Common Stock 2021-02-03 4 J 0 2940857 D 14695744 I See Footnotes Class A Common Stock 2187500 D LLC Units of Atlas TC Holdings LLC 2021-02-03 4 J 0 2940857 D Class A Common Stock 14695744 I See Footnotes On February 3, 2021, AS&M Holdings LP, a Delaware limited partnership ("AS&M Holdings") distributed 17,636,601 common units (such units, the "Opco Units") in Atlas TC Holdings, LLC ("TC Holdings"), together with an equal number of shares of Class B Common Stock, par value $0.0001 per share of the Issuer ("Class B common stock) for no additional consideration to certain of its limited partners. Following such distribution AS&M Holdings no longer holds any securities of the Issuer. Reflects (i) 7,911,905 Opco Units (together with an equal number of shares of Class B Common Stock) held directly by Arrow Environmental SPV, LLC, a Delaware limited liability company ("Arrow Environmental") and (ii) 6,783,839 Opco Units (together with an equal number of shares of Class B Common Stock) held directly by AS&M SPV, LLC, a Delaware limited liability company ("AS&M SPV"). BCP Energy Services Fund UGP, LLC ("BCP Energy Services Fund UGP") is managed by James M. Bernhard Jr. and Jeffrey Scott Jenkins. BCP Energy Services Fund UGP is the sole general partner of BCP Energy Services Fund GP ("BCP Energy Services Fund GP"), which is the sole general partner of BCP Energy Services Fund, LP ("BCP Energy Services Fund"), BCP Energy Services Fund-A, LP ("BCP Energy Services Fund-A") and BCP Energy Executive Fund, LP ("BCP Energy Executive Fund"). BCP Energy Services Fund, BCP Energy Services Fund-A and BCP Energy Executive Fund have dispositive voting power over AS&M SPV and Arrow Environmental. AS&M SPV is the sole member of AS&M Holdings GP LLC (AS&M Holdings GP). AS&M Holdings GP is the general partner of AS&M Holdings. Each of AS&M SPV and Arrow Environmental are limited partners of AS&M Holdings. Each such individual disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Information with respect to each of the Reporting Persons is given solely by such reporting person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose. The amended and restated limited liability company agreement of TC Holdings, a wholly owned subsidiary of the Atlas Technical Consultants, Inc., dated February 14, 2020 (the "LLC Agreement") provides that certain members of TC Holdings that own Opco Units, following the date that is six months from the initial business combination of the Issuer on February 14, 2020, have the right to cause TC Holdings to redeem from time to time, all or a portion of such member's Opco Units (together with an equal number of shares of Class B common stock of the Issuer) for either (x) the delivery by TC Holdings of a number of shares of Class A common stock, par value $0.0001 of the Issuer ("Class A common stock"), equal to the number of Opco Units surrendered or (y) at TC Holdings' election made in accordance with the LLC Agreement, the delivery by TC Holdings of cash equal to the Cash Election Amount (as defined in the LLC Agreement) calculated with respect to such redemption. Includes 2,187,500 shares of Class A common stock held directly by AS&M SPV, as previously reported on the Form 4 filed August 27, 2020. Form 1 of 2. In connection with the closing of the Issuer's business combination on February 14, 2020, AS&M Holdings entered into a Director Nomination Agreement (the "Director Nomination Agreement") with the Issuer, pursuant to which AS&M Holdings has the right to nominate designees to the Board of Directors of the Issuer, subject to ownership thresholds set forth in the Director Nomination Agreement. As a result, each Reporting Person herein may be deemed a director by deputization for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. In addition, the Reporting Persons may be deemed to be members of a group holding over 10% of the outstanding common stock of the Issuer for the purposes of Section 13(d)(3) of the Exchange Act. AS&M Holdings LP, By: Chris Dillon, authorized representative; /s/ Chris Dillon 2021-02-08 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
                                  Exhibit 99.1

                       JOINT FILERS' NAMES AND ADDRESSES


1.   Name:       Arrow Environmental SPV, LLC
     Address:    400 Convention Street, Suite 1010
                 Baton Rouge, LA 70802

2.   Name:       AS&M Holdings LP
     Address:    400 Convention Street, Suite 1010
                 Baton Rouge, LA 70802

3.   Name:       AS&M Holdings GP LLC
     Address:    400 Convention Street, Suite 1010
                 Baton Rouge, LA 70802

4.   Name:       AS&M SPV, LLC
     Address:    400 Convention Street, Suite 1010
                 Baton Rouge, LA 70802

5.   Name:       BCP Energy Services Executive Fund, LP
     Address:    400 Convention Street, Suite 1010
                 Baton Rouge, LA 70802

6.   Name:       BCP Energy Services Fund-A, LP
     Address:    400 Convention Street, Suite 1010
                 Baton Rouge, LA 70802

7.   Name:       BCP Energy Services Fund, LP
     Address:    400 Convention Street, Suite 1010
                 Baton Rouge, LA 70802

8.   Name:       BCP Energy Services Fund GP, LP
     Address:    400 Convention Street, Suite 1010
                 Baton Rouge, LA 70802

9.   Name:       BCP Energy Services Fund UGP, LLC
     Address:    400 Convention Street, Suite 1010
                 Baton Rouge, LA 70802

10.  Name:       James Bernhard
     Address:    400 Convention Street, Suite 1010
                 Baton Rouge, LA 70802

11.  Name:       Jeffrey Jenkins
     Address:    400 Convention Street, Suite 1010
                 Baton Rouge, LA 70802
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
                                  Exhibit 99.2

                           JOINT FILERS' SIGNATURES

Arrow Environmental SPV, LLC

By: /s/ Mark Spender                              Date: February 8, 2021
    ------------------------------
    Name:  Mark Spender
    Title: Authorized Person


AS&M Holdings LP

By: AS&M Holdings GP LLC, its general partner

By: /s/ Chris Dillon                              Date: February 8, 2021
    ------------------------------
    Name:  Chris Dillon
    Title: Authorized Person


AS&M Holdings GP LLC

By: /s/ Chris Dillon                              Date: February 8, 2021
    ------------------------------
    Name:  Chris Dillon
    Title: Authorized Person


AS&M SPV, LLC

By: /s/ Chris Dillon                              Date: February 8, 2021
    ------------------------------
    Name:  Chris Dillon
    Title: Authorized Person


BCP Energy Services Executive Fund, LP

By: BCP Energy Services Fund GP, LP, its general partner

By: BCP Energy Services Fund UGP, LLC, its general partner

By: /s/ Jeffrey Jenkins                           Date: February 8, 2021
    ------------------------------
    Name:  Jeffrey Jenkins
    Title: Authorized Person


BCP Energy Services Fund-A, LP

By:  BCP Energy Services Fund GP, LP, its general partner

By: BCP Energy Services Fund UGP, LLC, its general partner

By: /s/ Jeffrey Jenkins                           Date: February 8, 2021
    ------------------------------
    Name:  Jeffrey Jenkins
    Title: Authorized Person


BCP Energy Services Fund, LP

By:  BCP Energy Services Fund GP, LP, its general partner

By: BCP Energy Services Fund UGP, LLC, its general partner

By: /s/ Jeffrey Jenkins                           Date: February 8, 2021
    ------------------------------
    Name:  Jeffrey Jenkins
    Title: Authorized Person


BCP Energy Services Fund GP, LP

By: BCP Energy Services Fund UGP, LLC, its general partner

By: /s/ Jeffrey Jenkins                           Date: February 8, 2021
    ------------------------------
    Name:  Jeffrey Jenkins
    Title: Authorized Person


BCP Energy Services Fund UGP, LLC

By: /s/ Jeffrey Jenkins                           Date: February 8, 2021
    ------------------------------
    Name:  Jeffrey Jenkins
    Title: Authorized Person


James Bernhard

By: /s/ James Bernhard                            Date: February 8, 2021
    ------------------------------


Jeffrey Jenkins

By: /s/ Jeffrey Jenkins                           Date: February 8, 2021
    ------------------------------