--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-140235" form_type: "8-K" ticker: null cik: "0001059262" company_name: "SP Plus Corp" filed_at: "2024-05-16T23:59:59+00:00" generated_at: "2026-06-01T18:43:52.703999+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Metropolis completes acquisition of SP Plus for $54.00/share; total consideration ~$1.07B ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-140235 - form_type: 8-K - cik: 0001059262 - company_name: SP Plus Corp - filed_at: 2024-05-16T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - 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/1059262/000119312524140235/0001193125-24-140235-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/d833024d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-140235 - JSON: https://secwatch.observer/filing/0001193125-24-140235.json - Plain text: https://secwatch.observer/filing/0001193125-24-140235.txt ## Key facts - Executive change Alexander Israel was appointed as Director at SP Plus Corp. - Action: became - Role: Director source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm - Executive change Travis Kell was appointed as Director at SP Plus Corp. - Action: became - Role: Director source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm - M&A Transactions 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 source text: ”), 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.