--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-058857" form_type: "8-K" ticker: null cik: "0001616741" company_name: "PATRIOT TRANSPORTATION HOLDING, INC." filed_at: "2023-12-21T23:59:59+00:00" generated_at: "2026-06-07T09:06:58.703758+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Patriot Transportation acquired by United Petroleum Transports for $16.26/share; total value ~$66.2M ## Summary - All outstanding shares acquired for $16.26 per share cash; merger valued at approximately $66.2M. - Patriot delisted from Nasdaq; becomes privately held subsidiary of United Petroleum Transports. - Prior board resigned; new directors from acquirer appointed; officers remain unchanged. - New credit facilities: $40M revolver, $17.2M term bridge from BMO, and $10M term loan from NBC Oklahoma. - Combined entity creates top ten bulk tank carrier with over 1,000 drivers and 30 terminals. ## SEC filing metadata - accession: 0001140361-23-058857 - form_type: 8-K - cik: 0001616741 - company_name: PATRIOT TRANSPORTATION HOLDING, INC. - filed_at: 2023-12-21T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/ef20016766_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-058857 - JSON: https://secwatch.observer/filing/0001140361-23-058857.json - Plain text: https://secwatch.observer/filing/0001140361-23-058857.txt ## Key facts - Debt Financings PATRIOT TRANSPORTATION HOLDING, INC. incurred term loan of up to $17,192,900 with BMO Bank, N.A., as administrative agent. - Instrument: term loan - Principal: up to $17,192,900 - Counterparty: BMO Bank, N.A., as administrative agent - Event: incurrence source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Debt Financings PATRIOT TRANSPORTATION HOLDING, INC. incurred revolving credit of up to $40,000,000 with BMO Bank, N.A., as administrative agent and swing line lender. - Instrument: revolving credit - Principal: up to $40,000,000 - Counterparty: BMO Bank, N.A., as administrative agent and swing line lender - Event: incurrence source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Debt Financings PATRIOT TRANSPORTATION HOLDING, INC. incurred loan of $10,000,000 with NBC Oklahoma, an Oklahoma banking association, as the lender. - Instrument: loan - Principal: $10,000,000 - Counterparty: NBC Oklahoma, an Oklahoma banking association, as the lender - Event: incurrence source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Executive change John E. Anderson resigned as Director at PATRIOT TRANSPORTATION HOLDING, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Executive change Thompson S. Baker II resigned as Director at PATRIOT TRANSPORTATION HOLDING, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Executive change Matt Herndon was appointed as Director at PATRIOT TRANSPORTATION HOLDING, INC.. - Action: became - Role: Director source text: Immediately following the effective time, Matt Herndon, David Price, Gregory Price, and Matthew Price became the directors of the Company (as the surviving corporation). evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Executive change Gregory Price was appointed as Director at PATRIOT TRANSPORTATION HOLDING, INC.. - Action: became - Role: Director source text: Immediately following the effective time, Matt Herndon, David Price, Gregory Price, and Matthew Price became the directors of the Company (as the surviving corporation). evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Executive change Eric K. Mann resigned as Director at PATRIOT TRANSPORTATION HOLDING, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Executive change Matthew Price was appointed as Director at PATRIOT TRANSPORTATION HOLDING, INC.. - Action: became - Role: Director source text: Immediately following the effective time, Matt Herndon, David Price, Gregory Price, and Matthew Price became the directors of the Company (as the surviving corporation). evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Executive change Charles D. Hyman resigned as Director at PATRIOT TRANSPORTATION HOLDING, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Executive change John D. Baker II resigned as Director at PATRIOT TRANSPORTATION HOLDING, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Executive change Luke E. Fichthorn III resigned as Director at PATRIOT TRANSPORTATION HOLDING, INC.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Executive change David Price was appointed as Director at PATRIOT TRANSPORTATION HOLDING, INC.. - Action: became - Role: Director source text: Immediately following the effective time, Matt Herndon, David Price, Gregory Price, and Matthew Price became the directors of the Company (as the surviving corporation). evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - M&A Transactions PATRIOT TRANSPORTATION HOLDING, INC. underwent a change of control involving Blue Horizon Partners, Inc. for $16.26 per share, in cash (closed 2023-12-21). - Action: change of control - Counterparty: Blue Horizon Partners, Inc. - Consideration: $16.26 per share, in cash - Closing: 2023-12-21 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Material Agreements PATRIOT TRANSPORTATION HOLDING, INC. entered into Credit Agreement with BMO Bank, N.A., as administrative agent and swing line lender, and the lenders from time to time party thereto valued at up to $40,000,000 senior revolving credit facility and up to $17,192,900 senior term loan bridge fac (effective 2023-12-21). - Action: entry - Agreement: credit facility - Counterparty: BMO Bank, N.A., as administrative agent and swing line lender, and the lenders from time to time party thereto - Value: up to $40,000,000 senior revolving credit facility and up to $17,192,900 senior term loan bridge fac - Effective: 2023-12-21 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Material Agreements PATRIOT TRANSPORTATION HOLDING, INC. terminated Amended and Restated Credit Agreement with Wells Fargo Bank, N.A., as lender valued at there were no outstanding borrowings under the Existing Credit Agreement and there were $2,664,434 i (effective 2023-12-21). - Action: termination - Agreement: credit facility - Counterparty: Wells Fargo Bank, N.A., as lender - Value: there were no outstanding borrowings under the Existing Credit Agreement and there were $2,664,434 i - Effective: 2023-12-21 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm - Material Agreements PATRIOT TRANSPORTATION HOLDING, INC. entered into Loan Agreement with NBC Oklahoma, an Oklahoma banking association, as the lender valued at $10,000,000 term loan (effective 2023-12-21). - Action: entry - Agreement: credit facility - Counterparty: NBC Oklahoma, an Oklahoma banking association, as the lender - Value: $10,000,000 term loan - Effective: 2023-12-21 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1616741/000114036123058857/0001140361-23-058857-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.