0000899243-20-005135.txt : 20200219 0000899243-20-005135.hdr.sgml : 20200219 20200219190310 ACCESSION NUMBER: 0000899243-20-005135 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200214 FILED AS OF DATE: 20200219 DATE AS OF CHANGE: 20200219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atlas Technical Consultants 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: 20631914 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atlas Technical Consultants 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: 20631915 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 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: 20631916 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: 20631917 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: 20631918 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: 20631919 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: 20631920 MAIL ADDRESS: STREET 1: C/O CHARAH HOLDINGS STREET 2: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERNHARD JAMES M JR CENTRAL INDEX KEY: 0000940082 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 20631921 MAIL ADDRESS: STREET 1: 4171 ESSEN LANE STREET 2: 1ST FLOOR CITY: BATON ROUGE STATE: LA ZIP: 70809 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS TECHNICAL CONSULTANTS, INC. CENTRAL INDEX KEY: 0001751143 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 830808563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY, BUILDING B STREET 2: SUITE 230 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: (512) 575-3637 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 2020-02-14 0 0001751143 ATLAS TECHNICAL CONSULTANTS, INC. ATCX 0001803930 Atlas Technical Consultants Holdings LP 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 0001803931 Atlas Technical Consultants Holdings GP LLC 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 0000940082 BERNHARD JAMES M JR 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 Class B Common Stock 2020-02-14 4 J 0 3800385 D 20173983 D Opco Units 2020-02-14 4 J 0 3800385 D Class A Common Stock 3800385 20173983 D Reflects securities held directly by Atlas Technical Consultants Holdings LP. BCP Energy Services Fund UGP is managed by James M. Bernhard Jr. and Jeffrey Scott Jenkins. BCP Energy Services Fund UGP, LLC, a Delaware limited liability company ("BCP Energy Services Fund UGP") is the sole general partner of BCP Energy Services Fund GP, LP, a Delaware limited partnership ("BCP Energy Services Fund GP"), which is the sole general partner of BCP Energy Services Fund, LP, a Delaware limited partnership ("BCP Energy Services Fund"), BCP CP Energy Services Fund-A, LP, a Delaware limited partnership ("BCP Energy Services Fund-A") and BCP Energy Services Executive Fund, LP, a Delaware limited partnership ("BCP Energy Executive Fund"). BCP Energy Services Fund, BCP Energy Services Fund-A and BCP Energy Executive Fund have dispositive voting power over Atlas Technical Consultants Holdings GP LLC, a Delaware limited liability company ("Atlas Holdings GP"). Atlas Holdings GP is the general partner of Atlas Technical Consultants Holdings LP, (Continued from footnote 2) a Delaware limited partnership ("Atlas Holdings"). As a result, each of the above entities may be deemed to share beneficial ownership of the shares held by Atlas 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. In connection with and immediately following the initial business combination (the "Closing") of Atlas Technical Consultants, Inc. (the "Issuer") on February 14, 2020, Atlas Holdings subsequently distributed the securities for the forfeiture of certain profits interests in Atlas Holdings. The closing price of the Issuer's Class A common stock was $11.35 on the effective date of the initial business combination. The amended and restated limited liability company agreement (the "LLC Agreement") of Atlas TC Holdings LLC, a wholly-owned subsidiary of the Company ("Holdings"), dated February 14, 2020 (the "LLC Agreement") provides that certain members of Holdings that own units in Holdings (the "Opco Units"), following the date that is six months from the Closing, have the right to cause Holdings to redeem from time to time, all or a portion of such member's Holdings Units (together with an equal number of shares of Class B common stock of the Issuer) for either (x) the delivery by Holdings of a number of shares of Class A common stock of the Issuer equal to the number of Holdings Units surrendered or (y) at Holdings' election made in accordance with the LLC Agreement, the delivery by Holdings of cash equal to the Cash Election Amount (as defined in the LLC Agreement) calculated with respect to such redemption. In connection with the Closing, Atlas Holdings entered into a Director Nomination Agreement (the "Director Nomination Agreement") with the Issuer, pursuant to which Atlas 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. Atlas Technical Consultants Holdings LP, By: Chris Dillon, authorized representative; /s/ Chris Dillon 2020-02-19 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 

                                 Exhibit 99.1

                       JOINT FILERS' NAMES AND ADDRESSES


1.  Name:       Atlas Technical Consultants Holdings LP
    Address:    400 Convention Street, Suite 1010
                Baton Rouge, LA 70802

2.  Name:       Atlas Technical Consultants Holdings GP LLC
    Address:    400 Convention Street, Suite 1010
                Baton Rouge, LA 70802

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

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

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

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

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

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

9.  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

Atlas Technical Consultants Holdings LP

By: Atlas Technical Consultants Holdings GP LLC, its general partner

By: /s/ Chris Dillon                           Date: February 19, 2020
    ------------------------------
    Name:  Chris Dillon
    Title: Authorized Person

Atlas Technical Consultants Holdings GP LLC

By: /s/ Chris Dillon                           Date: February 19, 2020
    ------------------------------
    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 19, 2020
    ------------------------------
    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 19, 2020
    ------------------------------
    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 19, 2020
    ------------------------------
    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 19, 2020
    ------------------------------
    Name:  Jeffrey Jenkins
    Title: Authorized Person

BCP Energy Services Fund UGP, LLC
By: /s/ Jeffrey Jenkins                        Date: February 19, 2020
    ------------------------------
    Name:  Jeffrey Jenkins
    Title: Authorized Person

James Bernhard

By: /s/ James Bernhard                         Date: February 19, 2020
    ------------------------------

Jeffrey Jenkins

By: /s/ Jeffrey Jenkins                        Date: February 19, 2020
    ------------------------------