Item 1.01 Entry into a Material Definitive Agreement.






Commitment Letter

On January 23, 2020, Boxwood and Holdings entered into a commitment letter (the "Commitment Letter") with GSO Capital Partners LP ("GSO") for the purpose of funding a portion of the Business Combination and the costs and expenses incurred in connection therewith. Pursuant to the Commitment Letter, GSO has committed, on the terms and subject to the conditions set forth therein, on the Closing Date, 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 $1,000.00, resulting in gross proceeds to Holdings of up to $145.0 million (the "Preferred Commitment") and (ii) 1,000,000 shares of Class A common stock of Boxwood, par value $0.001 per share (the "Class A common stock"), at a price per share of $10.00, resulting in gross proceeds of $10.0 million to Holdings (both such commitments, the "Commitment").

Holdings may elect to reduce the number of Preferred Units to be sold to GSO if the amount of funds remaining in Boxwood's trust account established in connection with its initial public offering (the "Trust Account") following any redemptions of Class A common stock by Boxwood's public stockholders in connection with the vote to approve the Business Combination (any such redemptions, the "Redemptions") plus the amount of any additional equity investments, outside of the Preferred Commitment, that Boxwood may secure prior to the Closing (the "Common Equity Contribution") is sufficient to reduce the value of the Holding Units to be received by the Sellers to $120.0 million and still have greater than $10.0 million available. For more information on the mix of cash and equity to be received by the Sellers, see the sections entitled "Purchase Agreement Amendment" and "Amendment to the Debt Commitment Letter" below. If, due to any such reduction, GSO is offered fewer than 145,000 Preferred Units, it will not be obligated to purchase any shares of Class A common stock. However, Holdings may not reduce the number of Preferred Units to be sold to GSO to fewer than 130,000.



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The Commitment Letter permits Holdings to offer Preferred Units to third party investors (other than Bernhard Capital Partners Management LP ("BCP") or entities affiliated with BCP or Boxwood) ("Third Party Investors"), provided that the Third Party Investors will be required to purchase $1.75 of Class A common stock for every $1.00 of Preferred Units purchased.

The obligation of GSO to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) the termination of the Purchase Agreement, (b) the closing of the Business Combination without the use of the Commitment and (c) 5:00 p.m., New York City time, on February 19, 2020 (the "Termination Date").

Pursuant to the Commitment Letter, for the period from the date of the Commitment Letter until the earliest of (a) the mutual agreement by the parties thereto not to execute definitive documentation relating to the Commitment, (b) the Closing Date, and (c) the Termination Date, Boxwood agreed (i) not to, without the prior written consent of GSO, directly or indirectly solicit, participate in any negotiations or discussion with, or provide or afford access to information to, any third party with respect to, or otherwise effect, facilitate, encourage or accept any offers for the purchase or provision of, the Preferred Units or any alternative equity or debt financing arrangements (other than the Credit Facilities or the issuance of, or continued investment in, Class A common stock), in each case, to be put in place in connection with the Business Combination, and (ii) to terminate any written agreement or arrangement related to the foregoing set forth in clause (i) above (other than the Credit Facilities) to which Boxwood is a party, as well as any related activities and discussions with any party related to the foregoing set forth in clause (i) above other than with GSO.

Boxwood will pay all of GSO's reasonable and documented fees, out-of-pocket costs and expenses in connection with the issuance of the Preferred Units and the Class A common stock it has committed to purchase.

Terms of the Preferred Units





Ranking

The Preferred Units will rank senior in priority to all other existing and future equity securities of Holdings with respect to liquidation preference and distribution rights.





Liquidation Preference

The Preferred Units will have a liquidation preference of $1,000 per Preferred Unit (the "Liquidation Preference"), plus any accrued and unpaid dividends.





Dividends

Subject to any limitations set forth in the Credit Facilities, the Preferred Units will pay a cash dividend of 5% per annum, plus either an additional 6.25% per annum in cash or 7.25% per annum in additional Preferred Units, at Holdings' option, payable quarterly in arrears.

If a cash dividend is not able to be made because of a limitation under the Credit Facilities, then such dividend will convert into a dividend of additional Preferred Units at a rate of 14.25% per annum, payable quarterly in arrears, until cash dividend payments can be made.





Voting

The Preferred Units will not possess voting rights.





Conversion

The Preferred Units will not be convertible into any other security of Holdings.





Redemption

Holdings may redeem the Preferred Units (i) within the first two years of the Closing Date at a customary make-whole premium with a discount rate set at the applicable treasury rate plus 50 basis points, (ii) beginning on the second anniversary of the Closing Date at a price of 103% of the Liquidation Preference (the "Redemption Premium"), and (iii) after the third anniversary of the Closing Date at the Liquidation Preference.



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Subject to the terms of Holdings' and its subsidiaries' senior credit agreements, Holdings will be required to redeem the Preferred Units at the Redemption Premium in the event of (i) a change of control, (ii) sales or other dispositions of all or substantially all of Holdings' assets, (iii) insolvency/bankruptcy of Holdings or the Target, (iv) an acceleration under any of the debt facilities of Holdings or its subsidiaries in an amount equal to or greater than $12 million, (v) a payment default on the Preferred Units that has not been cured within 5 business days of the Issuer's receipt of written notice from GSO, (vi) a default under the Preferred Unit protective provisions, (vii) a final judgement default against Holdings or any of its subsidiaries in an amount equal to or greater than $12 million that is not paid or covered by insurance, or (viii) an actual or asserted invalidity or enforceability of the Holdings operating agreement or GSO Subscription Agreement by the SPAC, Holdings or any of its subsidiaries.

Finally, holders of the Preferred Units may require Holdings to redeem their Preferred Units at the Liquidation Preference, beginning on the eighth anniversary of the Closing Date.





Covenants of Holdings

The terms of the Preferred Units are expected to include customary covenants for . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this "Current Report") with respect to the issuance of shares of Class A common stock is incorporated by reference herein. The shares of Class A common stock to be issued pursuant to the Commitment Letter will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On January 23, 2020, Boxwood issued a press release announcing the execution of the Commitment Letter, the Purchase Agreement Amendment and the Amendment. A copy of the press release is furnished hereto as Exhibit 99.1.

Furnished as Exhibit 99.2 hereto is an updated investor presentation, dated January 2020, that will be used by Boxwood with respect to the Business Combination.

The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Boxwood under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibits 99.1 and 99.2.





No Offer or Solicitation

This Current Report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination and other transactions described herein or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Information for Investors and Stockholders

In connection with the Business Combination, on November 12, 2019, Boxwood filed a definitive proxy statement with the SEC. The definitive proxy statement and other relevant documents has been sent or given to the stockholders of Boxwood as of November 6, 2019, the record date established for voting on the proposed Business Combination and contains important information about the Business Combination and related matters. Boxwood stockholders and other interested persons are advised to read the definitive proxy statement, any amendments thereto and any other materials filed or that will be filed with the SEC in connection with Boxwood's solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the Business Combination, because they contain or will contain important information about Boxwood, Atlas and the Business Combination. Stockholders are also able to obtain copies of the definitive proxy statement and other relevant materials, without charge, at the SEC's website at www.sec.gov. Copies of the documents filed with the SEC by Boxwood can be obtained free of charge at https://www.cstproxy.com/boxwoodmc/2019 or by directing a written request to Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735 or by telephone at 512-575-3637.



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Participants in the Solicitation

Boxwood and Atlas and their respective directors and executive officers may be deemed participants in the solicitation of proxies of Boxwood stockholders in connection with the Business Combination. Information about such persons, including their names and a description of their interests in Boxwood, Atlas and the Business Combination, as applicable, are set forth in the definitive proxy statement for the Business Combination. The definitive proxy statement is available free of charge at the SEC's website at www.sec.gov, or by directing a request to Boxwood, 8801 Calera Drive, Austin, Texas 78735 or by telephone at 512-575-3637.





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 Boxwood's ability to arrange equity and equity-related financing in connection with the closing of the Business Combination, including with GSO, the parties' ability to effect the Business Combination 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 Purchase 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; (3) the inability to complete the transactions contemplated by the Purchase Agreement due to the failure to arrange equity and/or equity-related financing in connection with the closing of the Business Combination, including with GSO, 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 filed by Boxwood with 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.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

Exhibit No.   Description
10.1            Commitment Letter, dated as of January 23, 2020, by and among
              Boxwood Merger Corp., Atlas TC Holdings LLC and GSO Capital Partners
              LP.
10.2            Closing Payment Letter, dated as of January 23, 2020, by and among
              Boxwood Merger Corp., Atlas TC Holdings LLC and GSO Capital Partners
              LP.
10.3            Amendment No. 1 Unit Purchase Agreement, dated as of January 23,
              2020, by and among Boxwood Merger Corp., Atlas TC Holdings LLC,
              Atlas TC Buyer LLC, Atlas Intermediate Holdings LLC and Atlas
              Technical Consultants Holdings LP.
10.4            Forfeiture Agreement, dated as of January 23, 2020, by and among
              Boxwood Sponsor, LLC and Atlas Technical Consultants Holdings LP.
10.5            Amendment No. 1 to Commitment Letter, dated as of January 23,
              2020, by and among Boxwood Merger Corp., Macquarie Capital Funding
              LLC, Macquarie Capital (USA) Inc. and Natixis, New York Branch.
99.1            Press Release dated as of January 23, 2020.
99.2            Investor Presentation dated as of January 2020.

* Certain exhibits and schedules to this Exhibit have been omitted in accordance with

Item 601(a)(5) of Regulation S-K. Boxwood agrees to furnish supplementally a copy

of any omitted exhibit or schedule to the SEC upon its request.





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