UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into Material Definitive Agreement. |
The disclosure included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On May 4, 2022 , Bowman Consulting Group Ltd. (the “Company” or “Bowman”) completed its acquisition of McMahon Associates Inc., a Pennsylvania corporation (“McMahon”), pursuant to the Stock Purchase Agreement, dated May 4, 2022 (the “Agreement”), among the Company, McMahon, McMahon Associates Holdings, Inc. (“McMahon Holdings”) and certain shareholders of McMahon Holdings. McMahon provides transportation planning and engineering services to private and public sector clients with a focus on projects oriented to roads and bridges; traffic and parking; signals and ITS (intelligent transportation systems); community transportation; and public transit. The firm is comprised of over 200 professionals with fifteen offices located throughout New England, the Mid-Atlantic region, and Florida.
The aggregate consideration was approximately $18.3 million which consisted of (i) $7.5 million in cash, (ii) non-negotiable promissory notes in the aggregate amount of $3.4 million, subject to adjustment, and (iii) the issuance of 476,796 shares of Bowman restricted common stock which was priced under the Agreement at $15.73 per share. The restricted shares are subject to a six-month lock-up.
The transaction was structured as a stock purchase with a joint election to treat the acquisition as an asset sale pursuant to the Internal Revenue Code. As such, determination of the final acquisition cost is subject to adjustment based on customary post-closing purchase price accounting.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is included as Exhibit 2.1 to this report and incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of the shares of restricted common stock described in Item 2.01 were not registered under the Securities Act of 1933, as amended, in accordance with Section 4(a)(2) thereunder, as a transaction by an issuer not involving a public offering.
| Item 8.01. | Other Events. |
On May 4, 2022, the Company issued a press release announcing the closing of the acquisition of McMahon. The press release is attached to this report as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Certain of the financial statements required by Item 9.01will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the filing of this Current Report.
(d)
The following exhibits are being filed as part of this Current Report.
Exhibits.
| Exhibit |
Description | |
| 2.1 | Stock Purchase Agreement, dated May 4, 2022, among the Bowman Consulting Group Ltd., McMahon Associates Inc., McMahon Associates Holdings, Inc. and certain shareholders of McMahon Associates Holdings, Inc. | |
| 99.1 | Press Release dated May 4, 2022. | |
| 104 | Cover Page Interactive Data File, formatted in inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BOWMAN CONSULTING GROUP LTD. | ||||||
| Date: May 10, 2022 | By: | /s/ Bruce Labovitz | ||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||