8-K
filed May 16, 2024, 7:59 PM ET
CIK 0001059262
M&A
confidence high
sentiment neutral
materiality 0.95
SP Plus Corp: M&A transaction — Metropolis completes acquisition of SP Plus for $54.00/share; total consideration ~$1.07B
SP Plus Corp
- SP Plus shareholders receive $54.00 per share cash, a 52% premium to Oct 4, 2023 close.
- Total merger consideration approximately $1.07 billion; enterprise value ~$1.5 billion.
- Metropolis financed with $1.05B Series C preferred and $550M term debt, plus $175M revolver.
- SP+ shares delisted from Nasdaq; board replaced by Metropolis designees Alexander Israel and Travis Kell.
- Combined entity becomes largest parking network in North America with >4,000 locations and 20,000 employees.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alexander Israel was appointed as Director at SP Plus Corp.
- Action
- became
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub, Alexander Israel and Travis Kell, became directors of the Company (collectively, the “ New Directors ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Travis Kell was appointed as Director at SP Plus Corp.
- Action
- became
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub, Alexander Israel and Travis Kell, became directors of the Company (collectively, the “ New Directors ”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SP Plus Corp underwent a change of control involving Metropolis Technologies, Inc. for $54.00 in cash (closed 2024-05-16).
- Action
- change of control
- Counterparty
- Metropolis Technologies, Inc.
- Consideration
- $54.00 in cash
- Closing
- 2024-05-16
Exact text from the filing
”), and (ii) held by stockholders who have properly exercised appraisal rights pursuant to Delaware law (the “ Dissenting Shares ”)) was converted into the right to receive $54.00 in cash, without interest (the “ Merger Consideration ”). 2 In addition, at the Effective Time: • each award of Company restricted stock units (“ Company RSU ”) that was
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SP Plus Corp terminated a credit facility with Bank of America, N.A., as Administrative Agent, swing-line lender and a letter of credit issuer, certain subsidiaries of the Company, as guarantors, and the lenders party thereto.
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Bank of America, N.A., as Administrative Agent, swing-line lender and a letter of credit issuer, certain subsidiaries of the Company, as guarantors, and the lenders party thereto
Exact text from the filing
Concurrently with the closing of the Merger, the Company repaid all loans, cash collateralized all letters of credit and terminated all commitments under the Company’s Credit Agreement, dated as of November 30, 2018 (as amended), with Bank of America, N.A., as Administrative Agent, swing-line lender and a letter of credit issuer, certain subsidiaries of the Company, as guarantors, and the lenders party thereto
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SP Plus Corp entered into a credit facility with Maranon Capital, L.P., as the administrative agent for the lenders thereunder, certain lenders party thereto, Parent, Metropolis Capital Holdings, LLC, as the ultimate borrower thereunder (effective 2024-05-16).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Maranon Capital, L.P., as the administrative agent for the lenders thereunder, certain lenders party thereto, Parent, Metropolis Capital Holdings, LLC, as the ultimate borrower thereunder
- Effective
- 2024-05-16
Exact text from the filing
a Credit Agreement, dated as of May 16, 2024, with Maranon Capital, L.P., as the administrative agent for the lenders thereunder, certain lenders party thereto, Parent, Metropolis Capital Holdings, LLC, as the ultimate borrower thereunder (the “ Borrower ”), and the Company and certain other subsidiaries of the Borrower, as guarantors thereunder
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SP Plus Corp entered into a credit facility with PNC Bank, National Association, as the administrative agent for the lenders thereunder, certain lenders party thereto, Parent, the Borrower, and the Company and certain other subsidiaries of the Borrower, as guarantors thereunder (effective 2024-05-16).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- PNC Bank, National Association, as the administrative agent for the lenders thereunder, certain lenders party thereto, Parent, the Borrower, and the Company and certain other subsidiaries of the Borrower, as guarantors thereunder
- Effective
- 2024-05-16
Exact text from the filing
a Credit Agreement, dated as of May 16, 2024, with PNC Bank, National Association, as the administrative agent for the lenders thereunder, certain lenders party thereto, Parent, the Borrower, and the Company and certain other subsidiaries of the Borrower, as guarantors thereunder
View on SEC.gov
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