Acquisition solidifies Metropolis as the
largest parking network and operator in North America with more than 4,000 locations
and over 20,000 employees
Metropolis will deploy its AI technology to
more than 50 million consumers, processing over $4 billion in payments a year
Funding was led by Eldridge Industries with
significant investment from BDT & MSD Partners' affiliated
credit funds, Vista Credit Partners and Temasek as well as strong
support from Metropolis' existing shareholder group led by
3L
LOS
ANGELES, May 16, 2024 /PRNewswire/ -- Metropolis
Technologies, Inc. ("Metropolis"), an artificial intelligence
company whose computer vision platform enables checkout-free
payment experiences, announced today that it has closed its
acquisition of SP Plus Corporation ("SP+"), the largest parking
network and provider of mobility services for aviation, commercial,
hospitality and institutional clients in North America.
"This unprecedented take-private is a once-in-a-generation
opportunity to unite two companies at the top of their fields,"
said Alex Israel, CEO and Co-Founder
of Metropolis. "This isn't just an acquisition; it's about our
shared vision to forge a legacy of innovation and raise the bar for
AI in the real world. By deploying our computer vision technology
to more than 50 million consumers and our real estate partners
globally, we will enable checkout with a speed, ease and
convenience that is unparalleled, even online. While transforming
the parking experience is our focus and priority today, the
opportunities for our growth are limitless. We are excited for the
future and we're just getting started."
"Metropolis has developed a new growth buyout model,
demonstrating how innovation and technology can evolve legacy
industries for the 21st century," said Tony
Minella, Co-Founder and President of Eldridge Industries, an
existing investor in Metropolis, which led the financing of the
transaction. "Alex and the Metropolis team will implement their
tech solutions to both improve people's daily lives and drive
significant value to real estate partners."
As a result of today's closing, Metropolis owns 100% of SP+ and
its nearly 20,000-person team is a part of Metropolis. With the
completion of the transaction, SP+ shares will no longer trade on
the Nasdaq Global Select Market. Continuing its rapid growth
trajectory, Metropolis will move forward as a founder-led and
founder-controlled, private company forging a future where their
AI-enabled technology enables seamless transactions across multiple
verticals in the real world.
In connection with the closing of the merger, holders of SP+
common stock will receive $54.00 per
share in cash, representing a premium of approximately 52% to the
closing stock price on October 4,
2023, and approximately 28% premium to the 52-week high as
of October 4, 2023. Trading of SP+'s
common stock on Nasdaq was halted prior to the opening of trading
on May 16, 2024.
The acquisition follows the October announcement of Metropolis'
$1.8 billion financing led by
Eldridge along with new investors including BDT & MSD Partners'
affiliated credit funds, Vista Credit Partners and Temasek as well
as strong support from Metropolis' existing shareholder group led
by 3L.
Transaction Details
Metropolis financed the
acquisition with $1.05 billion in
Series C preferred stock financing and $550
million of term debt financing, each provided on a committed
basis by Eldridge Industries and other institutions. Metropolis
also obtained a separate $175 million
revolving debt facility from PNC Bank, National Association. The
acquisition and related financing were announced on October 5, 2023. The acquisition implied an
enterprise value of approximately $1.5
billion for SP+.
Goldman Sachs & Co. LLC and BDT & MSD Partners, LLC
served 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 Industries affiliate) and Goldman
Sachs & Co. LLC acted as joint lead arrangers on the debt
financing. Willkie Farr &
Gallagher LLP, Fenwick & West LLP and Latham & Watkins LLP
served as legal advisors to Metropolis. Morgan Stanley & Co LLC
served as financial advisor to SP+ and Skadden, Arps, Slate,
Meagher & Flom LLP served as legal advisor to SP+. Sidley
Austin LLP served as legal advisor to Eldridge. Blank Rome LLP
served as legal advisor to PNC Bank, National Association.
About Metropolis
Metropolis Technologies, Inc. is an artificial intelligence company
whose computer vision platform enables checkout-free payment
experiences for the real world. Its proprietary AI-driven
technology reaches more than 50 million customers while reducing
costs, increasing transparency and capturing additional revenue for
real estate partners. Following its take-private acquisition of
SP+, Metropolis is now the largest parking network in North America with more than 4,000 locations.
To learn more about Metropolis, please visit www.metropolis.io.
About Eldridge Industries
Eldridge Industries 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 Industries is
headquartered in Greenwich,
Connecticut, with additional offices across the United States and in London. To learn more about Eldridge
Industries, 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.
About SP+
SP+ 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 nearly 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.
To learn more about SP+, please visit www.spplus.com.
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SOURCE Metropolis