GI Partners to take Atlas private in $1.05bn deal

May 2023 | DEALFRONT | PRIVATE EQUITY & VENTURE CAPITAL

Financier Worldwide Magazine

May 2023 Issue

In a deal that takes the firm private, infrastructure and environmental solutions provider Atlas Technical Consultants, Inc. is to be acquired by investment firm GI Partners in an all-cash transaction valued at approximately $1.05bn, including outstanding debt.

Under the terms of the definitive agreement, Atlas shareholders will receive $12.25 per share in cash, which represents a premium of approximately 124 percent over the company’s unaffected closing share price of $5.47 on 30 January 2023. Upon completion of the transaction, Atlas’ shares will no longer trade on Nasdaq.

“We are pleased to have reached this agreement with GI Partners, which we believe will deliver immediate and certain cash value to Atlas shareholders at a significant premium,” said Brian Ferraioli, executive chairman of the board of Atlas. “The board’s decision follows careful evaluation of the transaction and a comprehensive review of value creation opportunities for Atlas.”

Headquartered in Austin, Texas, Atlas is a leading provider of infrastructure and environmental solutions, partnering with its clients to improve performance and extend the lifecycle of built and natural infrastructure assets stressed by climate, health and economic impacts.

With 3500-plus employees nationwide, Atlas brings deep technical expertise to public- and private-sector clients, integrating services across four primary disciplines: (i) environmental; (ii) testing, inspection and certification; (ii) engineering and design; (iv) and programme/construction management and quality management.

“Since founding Atlas in 2017, we have built one of the largest pure-play professional and technical services businesses, serving infrastructure and environmental markets in the US,” said L. Joe Boyer, chief executive of Atlas. “This transaction recognises the value our team has created over the last five years. Our partnership with GI Partners represents a new and exciting chapter for our employees and our customers.”

Founded in 2001, GI Partners is a private investment firm with over 140 employees and offices in San Francisco, New York, Dallas, Chicago, Greenwich, Scottsdale and London. The firm has assets under management totalling $35bn and invests on behalf of leading institutional investors around the world through its private equity, real estate and data infrastructure strategies.

GI Partners’ private equity team invests primarily in companies in the healthcare, services and software sectors. Its real estate strategy focuses primarily on technology and life sciences properties as well as other specialised types of real estate. In addition, the data infrastructure team invests primarily in hard asset infrastructure businesses underpinning the digital economy.

The transaction was unanimously approved by Atlas’ board of directors, which recommends that Atlas shareholders vote in favour of the transaction.

Serving as exclusive financial adviser to Atlas is BofA Securities, with Kirkland & Ellis LLP and Potter Anderson & Corroon LLP serving as legal counsel. Ropes & Gray LLP is serving as legal counsel to GI Partners in connection with the transaction.

The transaction is expected to close in the second quarter of 2023, subject to approval by Atlas shareholders, receipt of regulatory approvals and other customary closing conditions.

Mr Boyer concluded: “We are aligned in delivering exceptional service and helping our clients design and complete infrastructure projects that improve their communities.”

Fraser Tennant