0000899243-20-023514.txt : 20200827 0000899243-20-023514.hdr.sgml : 20200827 20200827172931 ACCESSION NUMBER: 0000899243-20-023514 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20200825 FILED AS OF DATE: 20200827 DATE AS OF CHANGE: 20200827 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: 201144125 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: 201144126 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: AS&M SVP 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: 201144127 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: 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: 201144128 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: 201144129 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: 201144130 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: 201144131 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: 201144132 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: 201144133 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: 201144134 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: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] 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 2020-08-25 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 0001822526 AS&M SVP 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 0000940082 BERNHARD JAMES M JR 400 CONVENTION STREET, SUITE 1010 BATON ROUGE LA 70802 0 0 1 0 Class B Common Stock 2020-08-25 4 P 0 2187500 7.47 A 22361483 I See Footnotes Opco Units 2020-08-25 4 P 0 2187500 7.47 A Class A Common Stock 2187500 22361483 I See Footnotes Reflects 20,173,983 securities held directly by AS&M Holdings LP (formerly known as "Atlas Technical Consultants Holdings LP") and 2,187,500 securities held directly by AS&M SPV, LLC, a Delaware limited liability company ("AS&M SPV" and formerly known as "Atlas Technical Consultants SPV, LLC"). BCP Energy Services Fund UGP is controlled 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 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 AS&M SPV, which is the sole member of AS&M Holdings GP LLC, a Delaware limited liability company ("AS&M GP" and formerly known as "Atlas Technical Consultants Holdings GP LLC"). (Continued From footnote 2)AS&M GP is the general partner of AS&M Holdings LP, a Delaware limited partnership ("AS&M Holdings"). As a result, each of the above entities may be deemed to share beneficial ownership of the shares held by 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 Atlas TC Holdings, LLC ("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 units in TC Holdings (the "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 of the Issuer 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. 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. AS&M Holdings LP, By: Chris Dillon, authorized representative; /s/ Chris Dillon 2020-08-27 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
                                 Exhibit 99.1

                       JOINT FILERS' NAMES AND ADDRESSES

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

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

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

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

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

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

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

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

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

7.  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

AS&M Holdings LP

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

By: /s/ Chris Dillon                           Date: August 27, 2020
    ------------------------------
    Name:  Chris Dillon
    Title: Authorized Person


AS&M Holdings GP LLC

By: /s/ Chris Dillon                           Date: August 27, 2020
    ------------------------------
    Name:  Chris Dillon
    Title: Authorized Person


AS&M SPV, LLC

By: /s/ Chris Dillon                           Date: August 27, 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: August 27, 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: August 27, 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: August 27, 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: August 27, 2020
    ------------------------------
    Name:  Jeffrey Jenkins
    Title: Authorized Person


BCP Energy Services Fund UGP, LLC

By: /s/ Jeffrey Jenkins                           Date: August 27, 2020
    ------------------------------
    Name:  Jeffrey Jenkins
    Title: Authorized Person


James Bernhard

By: /s/ James Bernhard                             Date: August 27, 2020
    ------------------------------


Jeffrey Jenkins

By: /s/ Jeffrey Jenkins                            Date: August 27, 2020
    ------------------------------
EX-99.3 4 attachment3.htm EX-99.3 DOCUMENT 
                                                                    Exhibit 99.3

                             JOINT FILING AGREEMENT

        Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder (the "Exchange Act") the
undersigned hereby agree to the joint filing on behalf of each of them of any
filing required by such party under Section 13 or Section 16 of the Exchange Act
or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with respect to securities of Atlas
Technical Consultants, Inc., a Delaware corporation, and further agree to the
filing, furnishing, and/or incorporation by reference of this Agreement as an
exhibit thereto. Each of them is responsible for the timely filing of such
filings and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate. This Agreement shall remain in full
force and effect until revoked by any party hereto in a signed writing provided
to each other party hereto, and then only with respect to such revoking party.
This Agreement may be executed in any number of counterparts all of which taken
together shall constitute one and the same instrument.

        IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of the 27th day of August, 2020.

                                        AS&M HOLDINGS LP

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

                                        By: /s/ Chris Dillon
                                            -----------------------------------
                                        Name:  Chris Dillon
                                        Title: Authorized Signatory


                                        AS&M HOLDINGS GP LLC

                                        By: /s/ Chris Dillon
                                            -----------------------------------
                                        Name:  Chris Dillon
                                        Title: Authorized Signatory


                                        AS&M SPV, LLC

                                        By: /s/ Chris Dillon
                                            -----------------------------------
                                        Name:  Chris Dillon
                                        Title: Authorized Signatory


                                        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
                                            -----------------------------------
                                        Name:  Jeffrey Jenkins
                                        Title: Authorized Signatory


                                        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
                                            -----------------------------------
                                        Name:  Jeffrey Jenkins
                                        Title: Authorized Signatory


                                        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
                                            -----------------------------------
                                        Name:  Jeffrey Jenkins
                                        Title: Authorized Signatory


                                        BCP ENERGY SERVICES FUND GP, LP

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

                                        By: /s/ Jeffrey Jenkins
                                            -----------------------------------
                                        Name:  Jeffrey Jenkins
                                        Title: Authorized Signatory


                                        BCP ENERGY SERVICES FUND UGP, LLC

                                        By: /s/ Jeffrey Jenkins
                                            -----------------------------------
                                        Name:  Jeffrey Jenkins
                                        Title: Authorized Signatory


                                        JAMES M. BERNHARD JR.

                                        By: /s/ James M. Bernhard Jr.
                                            -----------------------------------
                                        Name:  James M. Bernhard Jr.


                                        JEFFREY SCOTT JENKINS

                                        By: /s/ Jeffrey Jenkins
                                            -----------------------------------
                                        Name:  Jeffrey Jenkins