PATRIOT TRANSPORTATION HOLDING, INC.: M&A transaction — Patriot Transportation acquired by United Petroleum Transports for $16.26/share; total value ~$66.2M

On December 21, 2023, Parent, the Company, and certain of Parent’s and the Company’s subsidiaries entered into that certain Credit Agreement with BMO Bank, N.A., as administrative agent and swing line lender (the “Agent”), the lenders from time to time party thereto, and the guarantors from time to time party thereto (the “Credit Agreement”), which provides for (i) a senior revolving credit facility in the principal amount of up to $40,000,000 and (ii) a senior term loan bridge facility in the principal amount of up to $17,192,900.

On December 21, 2023, Parent, the Company, and certain of Parent’s and the Company’s subsidiaries entered into that certain Credit Agreement with BMO Bank, N.A., as administrative agent and swing line lender (the “Agent”), the lenders from time to time party thereto, and the guarantors from time to time party thereto (the “Credit Agreement”), which provides for (i) a senior revolving credit facility in the principal amount of up to $40,000,000

On December 21, 2023, a subsidiary of Parent entered into that certain Loan Agreement with NBC Oklahoma, an Oklahoma banking association, as the lender (the “Loan Agreement”), which provides for a term loan in the principal amount of $10,000,000.

each of John E. Anderson, John D. Baker II, Thompson S. Baker II, Luke E. Fichthorn III, Charles D. Hyman and Eric K. Mann resigned his respective position as a member of the Board of Directors of the Company (the “Company Board”) and from all committees of the Company Board on which such directors served, effective as of the effective time.

each of John E. Anderson, John D. Baker II, Thompson S. Baker II, Luke E. Fichthorn III, Charles D. Hyman and Eric K. Mann resigned his respective position as a member of the Board of Directors of the Company (the “Company Board”) and from all committees of the Company Board on which such directors served, effective as of the effective time.

Immediately following the effective time, Matt Herndon, David Price, Gregory Price, and Matthew Price became the directors of the Company (as the surviving corporation).

Immediately following the effective time, Matt Herndon, David Price, Gregory Price, and Matthew Price became the directors of the Company (as the surviving corporation).

each of John E. Anderson, John D. Baker II, Thompson S. Baker II, Luke E. Fichthorn III, Charles D. Hyman and Eric K. Mann resigned his respective position as a member of the Board of Directors of the Company (the “Company Board”) and from all committees of the Company Board on which such directors served, effective as of the effective time.

Immediately following the effective time, Matt Herndon, David Price, Gregory Price, and Matthew Price became the directors of the Company (as the surviving corporation).

each of John E. Anderson, John D. Baker II, Thompson S. Baker II, Luke E. Fichthorn III, Charles D. Hyman and Eric K. Mann resigned his respective position as a member of the Board of Directors of the Company (the “Company Board”) and from all committees of the Company Board on which such directors served, effective as of the effective time.

each of John E. Anderson, John D. Baker II, Thompson S. Baker II, Luke E. Fichthorn III, Charles D. Hyman and Eric K. Mann resigned his respective position as a member of the Board of Directors of the Company (the “Company Board”) and from all committees of the Company Board on which such directors served, effective as of the effective time.

each of John E. Anderson, John D. Baker II, Thompson S. Baker II, Luke E. Fichthorn III, Charles D. Hyman and Eric K. Mann resigned his respective position as a member of the Board of Directors of the Company (the “Company Board”) and from all committees of the Company Board on which such directors served, effective as of the effective time.

Immediately following the effective time, Matt Herndon, David Price, Gregory Price, and Matthew Price became the directors of the Company (as the surviving corporation).

immediately prior to the effective time, other than shares to be cancelled pursuant to Section 2.1(b) of the merger agreement, were converted into the right to receive $16.26 per share, in cash, without interest (the “merger consideration”), subject to any applicable withholding taxes; • each outstanding and unexercised option to purchase shares of

On December 21, 2023, Parent, the Company, and certain of Parent’s and the Company’s subsidiaries entered into that certain Credit Agreement with BMO Bank, N.A., as administrative agent and swing line lender (the “Agent”), the lenders from time to time party thereto, and the guarantors from time to time party thereto (the “Credit Agreement”), which provides for (i) a senior revolving credit facility in the principal amount of up to $40,000,000 and (ii) a senior term loan bridge facility in the principal amount of up to $17,192,900.

On December 21, 2023, in connection with the merger, the Company terminated that certain Amended and Restated Credit Agreement, dated as of July 6, 2021, among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, and Wells Fargo Bank, N.A., as lender (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Existing Credit Agreement”).

On December 21, 2023, a subsidiary of Parent entered into that certain Loan Agreement with NBC Oklahoma, an Oklahoma banking association, as the lender (the “Loan Agreement”), which provides for a term loan in the principal amount of $10,000,000.