TRC Stockholders Approve Merger With Affiliates of New Mountain Capital
June 08 2017 - 4:22PM
TRC Companies, Inc. (NYSE:TRR) (“TRC”), a recognized leader in
engineering, environmental consulting and construction-management
services, today announced that TRC stockholders adopted the
definitive merger agreement with affiliates of New Mountain
Partners IV, L.P. (“NMC”) dated as of March 30, 2017, with
approximately 85.0 percent of shares outstanding and entitled to
vote as of the record date cast in favor of the proposal at the
special stockholders’ meeting.
As announced on March 31, 2017, TRC and certain
affiliates of NMC, an investment fund managed by New Mountain
Capital, L.L.C., entered into a definitive merger agreement under
which such affiliates of NMC would acquire TRC in an all-cash
transaction valued at $17.55 per share of TRC’s outstanding common
stock. TRC stockholder approval was a condition to the merger. With
approval by TRC stockholders, TRC and NMC expect to complete the
transaction later this month.
About TRC
A pioneer in groundbreaking scientific and
engineering developments since the 1960s, TRC
(www.TRCsolutions.com) is a national engineering, environmental
consulting and construction management firm that provides
integrated services to the power, environmental, infrastructure and
oil and gas markets. TRC serves a broad range of commercial,
industrial and government clients, implementing complex projects
from initial concept to delivery and operation. TRC delivers
results that enable clients to achieve success in a complex and
changing world. TRC trades on the NYSE under the symbol TRR. Follow
us on Twitter and StockTwits at @TRC_Companies and on LinkedIn.
About New Mountain Capital
New Mountain Capital is a New York-based
investment firm that emphasizes business building and growth,
rather than debt, as it pursues long-term capital appreciation. The
firm currently manages private equity, public equity and credit
funds with approximately $15 billion in aggregate capital
commitments. New Mountain Capital seeks out what it believes to be
the highest-quality growth leaders in carefully selected industry
sectors and then works intensively with management to build the
value of these companies. For more information on New Mountain
Capital, please visit www.newmountaincapital.com.
Forward-Looking Statements
Certain statements in this press release may be
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 with respect to the proposed transaction and business
combination among certain affiliates of NMC and TRC, including
statements regarding the benefits and the anticipated timing of the
transactions. Investors can generally identify these statements by
forward-looking words such as "may," "expects," "plans,"
"anticipates," "believes," "estimates," or other words of similar
import. Investors should consider statements that contain these
words carefully because they discuss TRC's future expectations,
contain projections of TRC's future results of operations or of its
financial condition, or state other "forward-looking" information.
There may be events in the future that TRC is not able to
accurately predict or control and that may cause its actual results
to differ materially from the expectations described in its
forward-looking statements. Investors are cautioned that all
forward-looking statements involve risks and uncertainties, and
actual results may differ materially from those discussed as a
result of various factors, including, but not limited to, (i) the
risk that the proposed transactions may not be completed in a
timely manner or at all, which may adversely affect TRC's business
and the price of the common stock of TRC, (ii) the failure to
satisfy the conditions to the consummation of the proposed
transactions, (iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement, (iv) the effect of the announcement or pendency of the
transactions on TRC's business relationships, operating results,
and business generally, (v) risks that the proposed transactions
disrupt current plans and operations of TRC and potential
difficulties in TRC's employee retention as a result of the
transactions, (vi) risks related to diverting management's
attention from TRC's ongoing business operations, (vii) the outcome
of any legal proceedings that may be instituted against TRC, its
officers or directors related to the merger agreement or the
proposed transactions, (viii) the possibility that competing offers
or acquisition proposals for TRC will be made, (ix) the ability of
NMC to implement its plans, forecasts, and other expectations with
respect to TRC's business after the completion of the proposed
transactions and realize additional opportunities for growth and
innovation and (x) the risk that the merger agreement may be
terminated in circumstances that would require TRC to pay the
affiliates of NMC the termination fee provided under the merger
agreement. In addition, please refer to TRC's reports filed with
the U.S. Securities and Exchange Commission, including its Annual
Report on Form 10-K for the fiscal year ended June 30, 2016 and
subsequent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. These filings identify and address other important risks
and uncertainties that could cause events and results to differ
materially from those contained in the forward-looking statements
set forth in this communication. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and TRC assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law.
Company Contact:
Nicole Collins
(978) 656-3594
NCollins@trcsolutions.com
Investor Contact:
Sharon Merrill Associates
(617) 542-5300
trr@investorrelations.com
New Mountain Contact:
Dana Gorman
Abernathy MacGregor
(212) 371-5999
dtg@abmac.com
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