SP Plus Corporation stockholders to receive
$54.00 per share in cash, representing a 52% premium to the closing
stock price on October 4, 2023 and a 28% premium to the 52-week
high
Combination of Metropolis Technologies, Inc.
and SP Plus Corporation provides clients with additional
opportunities to enhance the consumer experience and improve
efficiencies
Metropolis Technologies, Inc. has secured $1.7
billion in committed financing led by Eldridge and 3L Capital,
along with new investors including BDT & MSD Partners’
affiliated credit funds, Vista Credit Partners, and Temasek
Metropolis Technologies, Inc. (“Metropolis”), a technology
company whose computer vision platform enables checkout-free
payment experiences, and SP® Plus Corporation (Nasdaq:SP) (“SP+”),
a best-in-class technology and operations management provider of
mobility services for aviation, commercial, hospitality, and
institutional clients throughout North America and Europe, today
announced that they have entered into a definitive agreement under
which Metropolis will acquire SP+ for $54.00 per share in cash.
This represents a premium of approximately 52% to the SP+ closing
stock price on October 4, 2023 and approximately 28% to its 52-week
high for an aggregate enterprise value of approximately $1.5
billion.
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the full release here:
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Metropolis develops and deploys leading-edge computer vision
technology that creates a “drive in and drive out” payment
experience for consumers while increasing transparency, capturing
revenue and reducing costs for real estate owners. To date,
Metropolis has focused on bringing this checkout-free technology to
its managed parking facilities, enabling top-tier real estate
owners in 40+ major U.S. metropolitan centers to capture revenue
from more than five million consumers who do not have to stop to
pay. Metropolis was founded in 2017 and is led by Alex Israel,
Travis Kell, Peter Fisher, and Courtney Fukuda.
SP+ is a best-in-class technology and operations management
provider, with a long track record of bringing together innovative
solutions with superior service. SP+ has over 20,000 team members
who manage approximately two million parking spaces and provide
services at over 3,300 commercial locations and over 160 airports.
Through its Sphere Commerce technology solutions, SP+ offers
clients a compelling value proposition and the ability to implement
technology upgrades that enable frictionless transactions.
Metropolis and SP+ share a vision of enhancing the consumer
experience utilizing technology while improving efficiencies. With
the acquisition of SP+, Metropolis will be able to bring new
capabilities to North America’s leading network with operations in
over 360 cities, serving millions of consumers and processing over
$4 billion in payments annually. This expanded market for
checkout-free payment experiences offers new opportunities for
property owners and managers to capture value and reduce
inefficiencies.
"Today we announced a transformational acquisition that
represents both a new paradigm in how technology companies grow and
a significant step forward in offering consumers a remarkable
experience,” said Alex Israel, Co-founder and Chief Executive
Officer of Metropolis. “SP+ is a phenomenal business whose
operational excellence, talented leadership team and high customer
satisfaction levels have long made it a key partner to real estate
owners across North America. The combined platform will seek to
bring checkout-free payment experiences to consumers.”
Israel continued, “While transforming the parking experience is
our focus and priority today, as we deploy our proven technology we
see opportunity to offer checkout-free transaction experiences at
even more places people go. From gas and electric vehicle-charging
stations to drive-thrus and car washes, as well as retail stores,
our computer vision platform enables people to transact in the
physical world with even greater ease than we experience online.
We’re excited about the future with our new colleagues from
SP+.”
“This transaction delivers immediate and certain value to our
stockholders at a substantial premium to current and historical
trading levels. We expect the transaction to offer an exciting path
forward for our team members, partners, clients and consumers in
the U.S. and abroad. While our technology offerings are
successfully fulfilling client and market demand, with increased
investment, we see the opportunity to accelerate the technology
roadmap for the benefit of our clients and their customers,” said
Marc Baumann, Chairman and Chief Executive Officer of SP+.
“Combining with Metropolis will advance the pace of technology
deployment, which will allow us to do more for existing clients and
add new ones as we provide additional high-quality, cutting-edge
client and consumer experiences.”
“Metropolis has built a thoughtful and differentiated platform
that provides consumers with an efficient, frictionless
experience,” said Tony Minella, Co-founder and President of
Eldridge, an existing Metropolis investor that is leading the
financing of the transaction. “We are excited to deepen our
partnership with Alex and the rest of the Metropolis team and to
support their efforts to accelerate the company’s vision, and are
proud to work with a tremendous group of investors that will
support the company’s growth.”
Transaction Details
Metropolis has obtained commitments for equity and debt
financing totaling $1.7 billion to complete the transaction,
consisting of $1.05 billion in Series C preferred stock financing
and $650 million of debt financing. These financing commitments are
led by Eldridge and existing Metropolis investor 3L Capital, along
with new investors including BDT & MSD Partners’ affiliated
credit funds, Vista Credit Partners, and Temasek. Other existing
investors, Slow Ventures and Assembly Ventures, participated.
Metropolis will use the net proceeds to finance the acquisition of
SP+, while retaining significant capital on its balance sheet.
The transaction is expected to close in 2024, subject to receipt
of required regulatory approvals and approval of SP+’s
stockholders, as well as other customary closing conditions. The
boards of directors of both companies have unanimously approved the
transaction, and the board of directors of SP+ recommends that SP+
stockholders vote in favor of the transaction. Upon completion of
the transaction, shares of SP+ common stock will no longer trade
publicly. Metropolis will continue to be founder-led and
founder-controlled as a private company, with participation by
other equity investors.
Goldman Sachs & Co. LLC and BDT & MSD Partners, LLC are
serving as financial advisors to Metropolis. Goldman Sachs &
Co. LLC acted as placement agent on the Series C transaction, and
Maranon Capital L.P. (an Eldridge affiliate) and Goldman Sachs
& Co. LLC acted as joint lead arrangers on the debt financing.
Willkie Farr & Gallagher LLP and Fenwick & West LLP are
serving as legal advisors to Metropolis. Morgan Stanley & Co.
LLC. is serving as financial advisor to SP+, and Skadden, Arps,
Slate, Meagher & Flom LLP is serving as legal advisor to SP+.
Sidley Austin LLP is serving as legal advisor to Eldridge.
About Metropolis Metropolis is an artificial intelligence
company for the real world. Metropolis’ computer vision platform
enables people to transact in the physical world with even greater
ease than we experience online. Today, we are reimagining parking.
Because it’s important, it's everywhere, and impacts everyone –
enabling millions of consumers to just “drive in and drive out” –
that’s it. Tomorrow, we will power “checkout-free” experiences
anywhere you go. www.metropolis.io
About SP+ SP+ (www.spplus.com) develops and integrates
industry-leading technology with best-in-class operations
management and support to deliver mobility solutions that enable
the efficient and time-sensitive movement of people, vehicles, and
personal travel belongings. With over 20,000 team members located
throughout North America and Europe, SP+ is committed to providing
solutions that make every moment matter for a world on the go.
About Eldridge Eldridge invests in businesses across the
Insurance, Asset Management, Technology, Mobility, Sports &
Gaming, Media & Music, Real Estate, and Consumer landscapes.
The firm seeks to build and grow businesses led by proven
management teams that have demonstrated leadership and experience
to scale an enterprise. Eldridge is headquartered in Greenwich,
Connecticut, with additional offices across the United States and
in London. To learn more about Eldridge, please visit
www.eldridge.com.
About 3L 3L is a private equity firm that invests in
emerging growth companies. The firm backs innovative founders and
management teams across the Commerce, Enterprise Software and
Tech-enabled Services landscapes, with a particular emphasis on
opportunities where M&A and creative financing strategies can
augment strong organic growth. 3L provides management teams with
the capital, perspective, and relationships needed to become
category leaders. The firm is based in Los Angeles and New York
City. To learn more about 3L, please visit www.3lcap.com
Use of Forward-Looking
Statements This communication includes certain
“forward-looking statements” within the meaning of, and subject to
the safe harbor created by, the federal securities laws, including
statements related to the proposed merger of SP+ with an affiliate
of Metropolis (the “Transaction”),
including financial estimates and statements as to the expected
timing, completion and effects of the Transaction. These
forward-looking statements are based on SP+’s current expectations,
estimates and projections regarding, among other things, the
expected date of closing of the Transaction and the potential
benefits thereof, its business and industry, management’s beliefs
and certain assumptions made by SP+, all of which are subject to
change. Forward-looking statements often contain words such as
“expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“considered,” “potential,” “estimate,” “continue,” “likely,”
“expect,” “target” or similar expressions or the negatives of these
words or other comparable terminology that convey uncertainty of
future events or outcomes. By their nature, forward-looking
statements address matters that involve risks and uncertainties
because they relate to events and depend upon future circumstances
that may or may not occur, such as the consummation of the
Transaction and the anticipated benefits thereof. These and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Important risk factors that may
cause such a difference include, but are not limited to: (i) the
completion of the Transaction on anticipated terms and timing,
including obtaining required stockholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the
Transaction; (ii) the ability of Metropolis to obtain the necessary
financing arrangements set forth in the commitment letters received
in connection with the Transaction; (iii) potential litigation
relating to the Transaction that could be instituted against
Metropolis, SP+ or their respective directors, managers or
officers, including the effects of any outcomes related thereto;
(iv) the risk that disruptions from the Transaction will harm SP+’s
business, including current plans and operations; (v) the ability
of SP+ to retain and hire key personnel; (vi) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the Transaction; (vii) continued
availability of capital and financing and rating agency actions;
(viii) legislative, regulatory and economic developments affecting
SP+’s business; (ix) general economic and market developments and
conditions; (x) potential business uncertainty, including changes
to existing business relationships, during the pendency of the
Transaction that could affect SP+’s financial performance; (xi)
certain restrictions during the pendency of the Transaction that
may impact SP+’s ability to pursue certain business opportunities
or strategic transactions; (xii) unpredictability and severity of
catastrophic events, including but not limited to acts of
terrorism, pandemics, outbreaks of war or hostilities, as well as
SP+’s response to any of the aforementioned factors; (xiii)
significant transaction costs associated with the Transaction;
(xiv) the possibility that the Transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; (xv) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Transaction, including in circumstances requiring SP+ to pay a
termination fee or other expenses; (xvi) competitive responses to
the Transaction; (xvii) the risks and uncertainties pertaining to
SP+’s business, including those set forth in Part I, Item 1A of
SP+’s most recent Annual Report on Form 10-K and Part II, Item 1A
of SP+’s subsequent Quarterly Reports on Form 10-Q, as such risk
factors may be amended, supplemented or superseded from time to
time by other reports filed by SP+ with the SEC; and (xviii) the
risks and uncertainties that will be described in the Proxy
Statement available from the sources indicated below. These risks,
as well as other risks associated with the Transaction, will be
more fully discussed in the Proxy Statement. While the list of
factors presented here is, and the list of factors to be presented
in the Proxy Statement will be, considered representative, no such
list should be considered a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material impact on SP+’s
financial condition, results of operations, credit rating or
liquidity. These forward-looking statements speak only as of the
date they are made, and SP+ does not undertake to and specifically
disclaims any obligation to publicly release the results of any
updates or revisions to these forward-looking statements that may
be made to reflect future events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or
unanticipated events.
Important Additional Information and
Where to Find it In connection with the proposed
transaction between SP+ and Metropolis, SP+ will file with the SEC
a Proxy Statement, the definitive version of which will be sent or
provided to SP+ stockholders. SP+ may also file other documents
with the SEC regarding the proposed transaction. This document is
not a substitute for the Proxy Statement or any other document
which SP+ may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the Proxy
Statement (when it is available) and other documents that are filed
or will be filed with the SEC by SP+ through the website maintained
by the SEC at www.sec.gov, SP+’s website at www.spplus.com or by
contacting SP+’s Investor Relations Team at:
SP Plus Corporation, Investor Relations 200 E. Randolph Street,
Suite 7700 Chicago, Illinois 60601-7702
investor_relations@spplus.com (312) 274-2000
Participants in the
Solicitation SP+ and certain of its directors, executive
officers and other employees may be deemed to be participants in
the solicitation of proxies from SP+’s stockholders with respect to
the proposed transaction. Information about the participants,
including their ownership of SP+’s securities, is set forth in the
proxy statement for SP+’s 2023 Annual Meeting of Stockholders,
which was filed with the SEC on March 30, 2023 (the "Annual Meeting
Proxy Statement"). To the extent holdings of securities by the
participants (or the identity of such participants) have changed
since the information disclosed in the Annual Meeting Proxy
Statement, such information has been or will be reflected on SP+’s
Statements of Change in Ownership on Forms 3 and 4 filed with the
SEC. You may obtain free copies of these documents using the
sources indicated above. Investors may obtain more detailed
information regarding the direct and indirect interests of SP+ and
its respective directors, executive officers and other employees in
the transaction, which may be different than those of stockholders
generally, by reading the preliminary and definitive proxy
statements regarding the transaction, which will be filed with the
SEC.
In addition, Metropolis and certain of its directors, executive
officers and other employees may be deemed to be participants in
the solicitation of proxies from SP+’s stockholders in connection
with the proposed transaction. Investors may obtain more detailed
information about Metropolis's directors, executive officers and
other employees by reading SP+’s preliminary and definitive proxy
statements regarding the transaction, which will be filed with the
SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20231005410733/en/
Metropolis FGS Global Kerry Golds, Robin Weinberg, and
Jared Levy metropolis@fgsglobal.com
SP+ AdvisIRy Partners David Gold david.gold@advisiry.com
212-661-2220
Eldridge Nadia Damouni ndamouni@prosek.com
646-818-9217
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