Bird Enters into Comprehensive Restructuring Support Agreement with First- and Second-Lien Lenders to Strengthen Financial Position

NEWS PROVIDED BY
Bird Global, Inc.
20 Dec, 2023

Bird has sufficient liquidity to meet financial obligations to city partners, vendors, suppliers, and employees during and after the restructuring process, and will operate as usual Agreement has unanimous support of first- and second-lien lenders Apollo Global Management and second-lien lenders to provide $25 million in DIP financing

MIAMI, Dec. 20, 2023 /PRNewswire/ — Bird Global, Inc. (OTCQX: BRDS), (“Bird” or the “Company”) a leader in environmentally friendly electric transportation, today announced its entry into a financial restructuring process aimed at strengthening its balance sheet and better positioning the company for longterm, sustainable growth. Bird will operate as usual during this process, maintaining the same service for its riders and upholding its commitments to partner cities, fleet managers, and employees.

“This announcement represents a significant milestone in Bird’s transformation, which began with the appointment of new leadership early this year,” said Bird Interim CEO Michael Washinushi. “We are making progress toward profitability and aim to accelerate that progress by rightsizing our capital structure through this restructuring. We remain focused on our mission to make cities more livable by using micromobility to reduce car usage, traffic, and carbon emissions.”

During and after the restructuring process, Mr. Washinushi will continue as Interim CEO, supported by Board Chair John Bitove, President Stewart Lyons, and CFO Joseph Prodan. Last week, Harvey L. Tepner joined the Board of Directors as an Independent Director, and Philip Evershed resigned from the Board of Directors.

The Company’s first- and second-lien lenders have also entered into a comprehensive restructuring support agreement (the “RSA”). To implement the RSA, and access $25 million in new debtor-in-possession financing from MidCap Financial, a division of Apollo Global Management, and the company’s existing second-lien lenders, Bird has commenced a voluntary Chapter 11 bankruptcy proceeding in the U.S. Bankruptcy Court for the Southern District of Florida. The Company will use the court-supervised process to facilitate a sale of its assets, and has entered into a “stalking horse” agreement with the Company’s existing lenders, which effectively sets a floor for Bird’s value. The bid is subject to higher and better offers, and is aimed at maximizing value for all stakeholders. Bird expects to complete the sale process in the next 90-120 days.

Bird Canada and Bird Europe (dba as “Bird Rides Europe B.V.”) are not part of the filing and also continue to operate as normal. Since its inception, Bird riders have traveled over 300 million miles globally, offsetting an estimated 90 million pounds of carbon emissions from avoided car trips, and playing a pivotal role in hundreds of cities’ sustainability goals while making alternative transportation convenient, efficient, and fun.

Bird has filed with the Court a series of customary “First Day Motions” to facilitate a smooth transition into bankruptcy. These filings provide for payment of wages and benefits to employees, and make other provisions to enable Bird to continue operating as usual. Bird expects the Court to approve these requests in short order, which are expected to minimize the impact of the restructuring process on its city partners, riders, employees and other key stakeholders.

Additional information related to the proceedings is available at http://dm.epiq11.com/case/birdglobal/info. Stakeholders with questions may contact the Company’s Claims Agent, Epiq, at bird@epiqglobal.com.

BergerSingerman LLP is serving as legal counsel, Cassel Salpeter & Co. is serving as investment banker, Teneo Capital LLC is serving as financial and restructuring advisor, and Epiq Corporate Restructuring, LLC is serving as claims and noticing agent to the Company.

About Bird

Bird, the largest micromobility operator in North America, is an electric vehicle company dedicated to bringing affordable, environmentally friendly transportation solutions such as e-scooters and e-bikes to communities across the world. Bird and Spin’s cleaner, affordable, and on-demand mobility solutions are available in 350 cities, primarily across Canada, the United States, Europe, the Middle East, and Australia. We take a collaborative, community-first approach to micromobility. Bird and Spin partner closely with the cities in which they operate to provide a reliable and affordable transportation option for people who live and work there.

For more information on Bird, visit www.bird.co and for more information on Spin, visit www.spin.app.

Forward-looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements other than statements of historical fact contained in this press release including, but not limited to, the anticipated impact on the operation of Bird’s business as a result of the restructuring process, Bird’s business strategy and plans, the anticipated timing of the transactions contemplated by the RSA, Bird’s expectations regarding the bankruptcy proceedings and outcome and timing of related motions filed with the Court. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forwardlooking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Bird and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to risks and uncertainties related to, among other things: the bankruptcy process, the ability of Bird and its subsidiaries to obtain approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 cases; the ability of Bird and its subsidiaries to consummate a sale and plan within the Company’s currently expected timeline or at all; the effects of the Chapter 11 cases, including increased professional costs, on the liquidity, results of operations and businesses of Bird and its subsidiaries; the ability of Bird and its subsidiaries to operate their respective businesses during the pendency of the Chapter 11 cases; the consummation of the transactions contemplated by the restructuring support agreement (“RSA”), including the ability of the parties to negotiate definitive agreements with respect to the matters covered by the term sheets included in the RSA; the occurrence of events that may give rise to a right of any of the parties to terminate the RSA, and the ability of the parties thereto to satisfy the other conditions of the RSA, including satisfying the milestones specified in the RSA; the ability to maintain relationships with Bird’s suppliers, customers, employees and other third parties as a result of, and following the Company’s emergence upon completion of, the Chapter 11 cases, as well as perceptions of the Company’s increased performance and credit risks associated with its constrained liquidity position and capital structure, which reflects a recently increased risk of additional bankruptcy or insolvency proceedings; the possibility that Bird may be unable to achieve its business and strategic goals even if the RSA and sale is successfully consummated; Bird’s ability to generate sufficient cash to reduce its indebtedness and its potential need and ability to incur further indebtedness; developing, funding and executing Bird’s business plan and ability to continue as a going concern; Bird’s capital structure upon completion of the Chapter 11 cases; the comparability of Bird’s postemergence financial results to its historical results and the projections disclosed in connection with the transactions contemplated by the RSA; and attraction and retention of key personnel in light of the Chapter 11 cases. Other factors may also cause Bird’s actual results to differ materially from those expressed or implied in the forward-looking statements and such factors are discussed in Bird’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and subsequent reports filed by Bird with the SEC. Copies of Bird’s filings with the SEC may be obtained at the “SEC Filings” section of Bird’s website at www.bird.co or on the SEC’s website at www.sec.gov.

 

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Cassel Salpeter & Co. Advises in Sale of Premier Life Safety Solutions Provider SLS Consulting, LLC, to SOCOTEC USA

MIAMI – Dec. 18, 2023 – Cassel Salpeter & Co. (“Cassel Salpeter”), an independent investment banking firm that provides advisory services to middle market and emerging growth companies in the United States and worldwide, today announced that it has successfully facilitated the sale of industry leader SLS Consulting, LLC (“SLS”), which delivers creative and critical life and fire safety solutions, in its sale to SOCOTEC USA (“SOCOTEC”).

Based in Coral Gables, Fla., SLS is a provider of fire protection and life safety services, including code consulting, accessibility, smoke control, emergency management planning, construction project management planning, construction project management, code required inspections, litigation support and other compliance solutions. With a deep, experienced management team, led by founder Michael Sheehan, and operations in Miami, Boston, Atlanta and New York City, SLS delivers innovative fire and life safety solutions to both new and existing buildings.

Headquartered in New York, N.Y., SOCOTEC is a leading provider of testing, inspection and certification (“TIC”), consulting and advisory services. SOCOTEC is a major TIC operator for the building and infrastructure sectors and has established its reputation as an independent and trusted partner, assisting companies in the areas of quality, sustainability and employee and environmental safety.

The acquisition of SLS will strengthen SOCOTEC’s code compliance and planning presence and lead to the formation of the SOCOTEC Life Safety division, with Michael Sheehan serving as president. The SLS team will increase SOCOTEC’s ability to deliver inspections, testing and construction period services within fire protection, life safety and accessibility consulting.

“Michael has built an amazing team and business that I have watched grow over the years, positioning SLS to become a national player,” said Philip Cassel, managing director and partner of Cassel Salpeter who led the deal team. “I believe SOCOTEC is the perfect partner to help SLS fulfill this goal and maximize each group’s strengths. I truly enjoyed working with Michael throughout this process and I am excited to see him continue to achieve great things in the future.”

“The Cassel Salpeter team was critical in establishing this partnership with SOCOTEC,” said Michael Sheehan, founder and chief executive officer of SLS Consulting. “Phil took the time to understand our business needs and goals and was extremely thoughtful regarding all parts of the deal. The Cassel Salpeter team went above and beyond, exceeding expectations, and set SLS and SOCOTEC up for a strong new partnership and a promising future.”

Tahz Rashid was also part of the Cassel Salpeter team that guided SLS through the transaction.

Other professionals who assisted in executing the transaction include William Hill, Robert White, Scott Coffey and Cole Jackson of Gunster LLP, counsel to the seller, as well as Robert Glick, Ian Goldberger, Fernando Miranda and Einat Laver of Kaufman Rossin & Co., providing transaction advisory services to the seller. Alex Plakas, Neil Connolly and Jenna Mason of DLA Piper LLP U.S. were legal counsel to the buyer.

About Cassel Salpeter & Co.:

Cassel Salpeter & Co. LLC is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have more than 50 years of experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. Cofounded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, the firm’s senior partners have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. More information is available at www.CasselSalpeter.com

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Editor’s note: Interviews available upon request.

Cassel Salpeter & Co. Facilitates Sale of Athenex Generic Injectable Assets to Sagent Pharmaceuticals in Global Biotech Firm’s Ch. 11 Bankruptcy

MIAMI – Dec. 11, 2023 – Cassel Salpeter & Co., an independent investment banking firm that provides advisory services to middle market and emerging growth companies in the United States and worldwide, today announced that it has successfully facilitated the sale of certain assets of Athenex, Inc. (“Athenex”), a broadly diversified global biopharmaceutical company. 

Assets related to the generic injectable business were sold to Sagent Pharmaceuticals, Inc. (“Sagent Pharmaceuticals”), a developer and manufacturer of specialty injectable pharmaceuticals. Accounts receivable related to the generic injectables business were sold to Oaktree Capital Management, LP. Assets related to the Orascovery oral cancer therapy platform were sold to C-MER Specialty Group Limited (HKG:03309).  

Athenex was dedicated to the discovery, development and commercialization of novel therapies for the treatment of cancer and operated a specialty pharmaceuticals business (“APD”) that sourced products through licensing agreements with global partners. The APD division marketed generic injectables in vials, bags and pre-filled syringes. The Orascovery platform reformulated parenteral chemotherapeutic agents into oral dosage forms.  

Headquartered in Schaumburg, Ill., Sagent Pharmaceuticals offers a broad range of products across anti-infective, oncology and critical care indications in a variety of presentations, including single and multi-dose vials and ready-to-use pre-filled syringes and premix bags.

“The Athenex team had built an impressive generic injectables business and was at the forefront in the development of oncology therapies, but was unfortunately caught up in the unfavorable conditions presented by the broader biotech market before they could reach their ultimate goal,” said Cassel Salpeter Managing Director Philip Cassel. “By leveraging our healthcare domain expertise and working closely with the highly regarded management team and all-star cast of professionals, we were fortunate to achieve a positive result and monetize many of the assets.”

The Cassel Salpeter team was led by Managing Directors Philip Cassel, Ira Leiderman, and Chairman James Cassel, with the assistance of Associate Tahz Rashid.

“Phil and his team were instrumental in capturing as much value for the assets as possible during a very difficult time,” said former Chairman and CEO of Athenex Dr. Johnson Lau. “I am confident that the best possible outcome was achieved as they put forward a fully exhaustive effort to educate potential buyers on the value of our different lines of business.”

Nick Campbell of Meru, LLC, acted as chief restructuring officer. Devin Battiston and Samier Saleem of Meru, LLC were restructuring advisors to Athenex.  

Richard Pachulski, Shirley Cho, Debra Grassgreen, Maxim Litvak, Benjamin Wallen, James O’Neill, Cia Mackle and Richard Gruber of Pachulski Stang Ziehl & Jones LLP were counsel for the debtor. 

Phillip Delmont of Harter, Secrest & Emery LLP was special counsel for the debtor.  

About Cassel Salpeter & Co.:

Cassel Salpeter & Co. LLC is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have more than 50 years of experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. Cofounded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, the firm’s senior partners have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. More information is available at www.CasselSalpeter.com

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Editor’s note: Interviews available upon request.

Cassel Salpeter & Co. Serves as Financial Advisor in Sale of P3 Technologies, LLC to Graham Corporation (NYSE: GHM)

MIAMI – Nov. 21, 2023 – Cassel Salpeter & Co., an independent investment banking firm that provides advisory services to middle market and emerging growth companies in the United States and worldwide, today announced that it has successfully advised P3 Technologies (“P3”), a custom turbomachinery engineering, product development and manufacturing business in its sale to Graham Corporation (NYSE:GHM) (“Graham”).

Based in Jupiter, Fla., P3 is an industry leader in the development and manufacture of state-of-the-art rotating machinery including pumps, compressors and turbines, specializing in extremely high-speed rotors and cryogenic pumps. P3’s experienced team of highly skilled gas-turbine engineers, led by Founder and President Philip C. Pelfrey, provide differentiated, innovative solutions to address complex technical challenges in the space, new energy and medical markets.

Headquartered in Batavia, N.Y., Graham is a global leader in the design and manufacture of critical equipment, including fluid, power, heat transfer and vacuum technologies, for the defense, space, energy and chemical/petrochemical industries. The Graham Manufacturing and Barber-Nichols brands are built upon the company’s world-renowned engineering expertise, its responsive, flexible service and its exceptional quality. 

“In P3, Phil built a company with capabilities unmatched by the largest competitors in the world,” said Cassel Salpeter Managing Director Philip Cassel, who led the process, helping P3 negotiate the transaction and assisting throughout the due diligence and closing process. “We set out to find a partner to help Phil focus on the technical parts of the business he loves, while enabling managed growth of the business. I believe Graham is the perfect fit to help continue the legacy built by Phil and the P3 team and allow them to grow to new heights.” 

“Cassel Salpeter was with me throughout the entire process. Phil Cassel did an exceptional job of representing me, understanding my goals, and working to attain a win-win transaction,” added P3 Technologies Founder and President Philip C. Pelfrey. 

The acquisition of P3 brings unique intellectual property and highly complementary technologies that enhance and expand Graham’s turbomachinery solutions. The Barber-Nichols team will deliver the experience and knowledge for managing rapid growth, supporting P3’s growing backlog, and driving a scaling-up of production and expansion into other markets.

Charles Davis from Cassel Salpeter assisted with the transaction.

The buyer’s transaction efforts for Graham were led by Barber-Nichols for Graham Corporation Vice President and General Manager Matt Malone and Graham Corporation Vice President of Finance, Chief Financial Officer and Chief Accounting Officer Christopher J. Thome. 

Other professionals who assisted in executing the transaction include Alan H. Baseman and Owen Evans of Comiter, Singer, Baseman & Braun LLP, counsel to the seller, as well as Craig M. Fischer and Brendan Stone of Hodgson Russ LLP, counsel to the buyer.

About Cassel Salpeter & Co.:

Cassel Salpeter & Co. LLC is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have more than 50 years of experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. Cofounded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, the firm’s senior partners have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. More information is available at www.CasselSalpeter.com

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Editor’s note: Interviews available upon request.

Healthcare Report Q3 2023

Miami Investment Banking Firm Cassel Salpeter Issues Healthcare Industry Deal Report 

South Florida firm publishes Q3 2023 Healthcare Deal Report surveying year’s company M&A, deal flow, and market trends

Read more

Patriot Transportation

  • Background: Patriot Transportation Holding, Inc. (NASDAQ: PATI) (“Patriot Transportation”), headquartered in Jacksonville, FL, is a leading tank truck operator, delivering petroleum products and other liquid and dry bulk commodities across the Southeastern U.S.
  • Cassel Salpeter:
    • Served as financial advisor to the company
    • Issued a fairness opinion as to whether the consideration to be received by the holders of common stock of the company in the transaction was fair, from a financial point of view, to such holders
    • Performed a market check and ran a “go-shop” process, identifying and contacting more than a dozen strategic parties and responding to due diligence requests from such parties
  • Challenges:
    • Ensuring the “go-shop” process was done efficiently and on a timely basis in order to meet the objectives of the market check without delaying the closing timeline for the transaction with United Petroleum Transports (“UPT”)
  • Outcome: In November 2023, Patriot Transportation was acquired by UPT for approximately $66.2 million, representing a 111.7% premium over the stock’s prior day pre-announcement closing price.

Aviation Report Q3 2023

Miami Investment Banking Firm Cassel Salpeter Issues Aviation Industry Deal Report 
South Florida firm publishes Q2 2023 Aviation Deal Report surveying year’s company M&A, deal flow, and market trends

Read more

SLS Consulting

  • Background: SLS Consulting, LLC (“SLS”), headquartered in Coral Gables, FL, is a premier provider of fire protection and life safety services, including code compliance, fulfillment, consulting, and several other compliance solutions. 
  • Cassel Salpeter:
    • Served as financial advisor to the company
    • Facilitated the due diligence process, working closely with the team to quickly and clearly answer acquirer’s questions
    • Assisted in the structuring, negotiating, and closing of the transaction
  • Challenges:
    • With inbound interest, the seller did not have the opportunity to prepare for a sales process
    • Navigating the complexities of selling the core business through a stock deal and certain other assets via an asset deal
    • Ensuring owner’s other business ventures remained outside of the scope of the transaction
  • Outcome: In November 2023, SLS was acquired by SOCOTEC USA (“SOCOTEC”).  SOCOTEC is a leading provider of TIC (Testing, Inspection, and Certification), consulting, and advisory services.  The acquisition of SLS will strengthen SOCOTEC’s code compliance and planning presence and lead to the formation of the new SOCOTEC Life Safety division.

P3 Technologies

  • Background: P3 Technologies, LLC (“P3”), headquartered in Jupiter, FL, is a custom turbomachinery engineering, product development and manufacturing business providing differentiated propulsion, power, and pumps technologies for the space, new energy and medical markets.
  • Cassel Salpeter:
    • Served as financial advisor to the company
    • Ran a focused, competitive sales process, identifying and contacting strategic and financial buyers
    • Successfully identified a strategic acquirer looking to enhance its technological capabilities and expand its turbomachinery solutions
  • Challenges:
    • Achieving a seamless transaction without interrupting the business
    • Founder seeking to transfer back-office responsibilities in order to focus on the primary business
    • Project-based business with periodic, significant client wins
  • Outcome: In November 2023, P3 was acquired by Graham Corporation (NYSE: GHM) (“Graham”).  Graham is a global leader in the design and manufacture of mission critical fluid, power, heat transfer and vacuum technologies for the defense, space, and energy industries.  P3 integrates seamlessly into Graham’s Barber-Nichols (“BN”) brand, bringing highly complementary technology that enhances BN’s turbomachinery solutions.

Patriot Transportation and United Petroleum Transports to Combine

Wednesday, 1 November  2023

Combined Company to Capitalize on Significant Growth in 5G,

Targeting Opportunities in mmWave and Multi-Edge Computing

 

Patriot Transportation Shareholders to Receive $16.26 per Share in Cash

JACKSONVILLE, FL / ACCESSWIRE / November 1, 2023 / Patriot Transportation Holding, Inc. (NASDAQ:PATI) (“Patriot” or the “Company”), today announced an agreement under which United Petroleum Transports, Inc. (“UPT”) will acquire all of the outstanding shares of Patriot common stock for $16.26 per share in cash. The transaction values Patriot Transportation at approximately $65.9 million, including assumed cash and debt.

The combination advances UPT’s and Patriot’s shared vision to become a top five bulk tank carrier by revenue with combined revenues in excess of $200 million and to become the premier tank truck company in the southern United States. Upon completion of the transaction, the combined company will have over 1,000 drivers servicing markets from Arizona to Florida covering 11 states with over 30 terminals. The companies have strong market brands and operate with a similar culture focused on safety and quality customer service. To capitalize on its strong brand and reputation, UPT will continue to operate Patriot’s business through Patriot’s subsidiary, Florida Rock & Tank Lines, Inc. (“Florida Rock”). UPT will utilize the combined company strength, the high–quality employees and large regional and national customer base to strategically grow the business.

Florida Rock serves the southeastern United States as a premier bulk tank carrier specializing in hauling primarily petroleum–related products and other liquid and dry bulk commodities. One of the largest regional tank truck carriers in North America, Florida Rock operates in Florida, Georgia, Alabama, and Tennessee with 17 terminals and six satellite locations.

“Patriot is the perfect match for UPT’s strategic intention to expand our network to the southeastern United States,” said Greg Price, Executive Chairman of UPT. We are pleased to welcome one of the leading bulk and tank trucking providers to UPT’s family. Together we will enhance our shared value proposition and invest in exciting growth opportunities providing transportation solutions for new and existing customers.”

Tom Baker, Patriot’s Chairman of the Board said, “We have operated this business for many years, and we appreciate that the quality of the
organization is being recognized by UPT. We appreciate the support of our shareholders and believe this transaction rewards them for their unwavering
support.”

“We are thrilled to partner with a company like UPT that appreciates Patriot’s proud history and is closely aligned with our mission and culture which is focused on safety, our customers and our employees. I believe the combined strength of the management teams will allow us to execute a strategic plan for growth beyond our current footprint. I appreciate UPT’s executive leadership recognizing our strong brand and quality employees and look forward to working side by side with their management team. I am also thankful to Patriot’s Board of Directors, shareholders and the Baker family for their support over the many years here at Patriot,” said Rob Sandlin, President and CEO of Patriot.

Transaction Details

The transaction, which has been unanimously approved by Patriot’s Board of Directors, is subject to the satisfaction of other customary closing conditions, including the approval of Patriot’s shareholders. Shareholders owning 26.6% of the voting power of Patriot’s common stock have agreed to vote in favor of the merger, subject to customary exceptions. Upon completion of the transaction, which the parties expect will occur by early 2024, Patriot will become a private company and delist from the NASDAQ Global Select Market. UPT has obtained a customary financing commitment from an established lending institution pursuant to which the lender will provide financing that, together with other available sources, is expected to be sufficient to fund the merger consideration and other obligations under the merger agreement.

The definitive merger agreement includes a 30–day “go–shop” period that will expire on December 1, 2023, which permits Patriot and its representatives to actively solicit and consider alternative acquisition proposals. There can be no assurance that this process will result in a superior proposal, and the Company does not intend to disclose developments with respect to the go–shop process unless and until it determines such disclosure is appropriate or is otherwise required.

Advisors

Cassel Salpeter & Co., LLC is serving as financial advisor and Foley & Lardner LLP is serving as legal counsel for Patriot.

Stephens Inc. is serving as financial advisor and Scudder Law Firm, P.C., L.L.O. is acting as legal counsel for UPT.

About Patriot Transportation Holding, Inc.

Patriot conducts business through its wholly owned subsidiary, Florida Rock. The Company transports petroleum and other liquids and dry bulk commodities. A large portion of the Company’s business consists of hauling liquid petroleum products (mostly gas and diesel fuel) from large scale fuel storage facilities to the customers’ retail outlets (e.g., convenience stores, truck stops and fuel depots) where it off–loads the product into its customers’ fuel storage tanks for ultimate sale to the retail consumer. The Company also hauls dry bulk commodities such as cement, lime and various industrial powder products, water and liquid chemicals. The Company currently operates 19 terminals in addition to numerous truck domicile locations throughout the Southeast. With one of the most modern tank fleets available in the industry, the Company is composed of more than 300 tractors and 400 trailers.

About United Petroleum Transports, Inc.

Founded in 1966, United Petroleum Transports is the largest carrier of motor fuels, aviation fuels and chemicals in the Southwest, with Customer Service Centers in Alabama, Arizona, Georgia, Kansas, New Mexico, Oklahoma and Texas. Headquartered in Oklahoma City, UPT is a leader in the tank truck industry, with a professional driver base of more than 650 professional drivers who safely and dependably serve UPT customers across the USA and Canada.

Additional Information About the Merger and Where to Find It

This communication is being made in respect of the proposed merger involving Patriot and UPT. A meeting of the shareholders of Patriot will be announced to seek shareholder approval in connection with the proposed merger. Patriot will file with the Securities and Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with the proposed merger. The definitive proxy statement will be sent or given to the shareholders of Patriot and will contain important information about the proposed merger and related matters. INVESTORS AND SHAREHOLDERS OF PATRIOT TRANSPORTATION HOLDING, INC. SHOULD READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PATRIOT TRANSPORTATION HOLDING, INC., UNITED PETROLEUM TRANSPORTS, INC., AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Patriot with the SEC at the SEC’s website at www.sec.gov, at Patriot’s website at www.patriottrans.com or by sending a written request to the Patriot’s Secretary at 200 W. Forsyth Street, 7th Floor, Jacksonville, FL 32202.

Participants in the Solicitation

Patriot and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Patriot’s shareholders in connection with the merger will be set forth in Patriot’s definitive proxy statement for its shareholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the merger will be set forth in the definitive proxy statement when it is filed with the SEC in connection with the merger. Information relating to the foregoing can also be found in Patriot’s definitive proxy statement for its 2023 Annual Meeting of Shareholders (the “Annual Meeting Proxy Statement“), which was filed with the SEC on December 9, 2022. To the extent that holdings of Patriot’s securities have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

Forward Looking Statements

This announcement contains “forward–looking statements,” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, including statements relating to the completion of the merger.

These forward–looking statements are generally denoted by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “aim,” “target,” “plan,” “continue,” “estimate,” “project,” “may,” “will,” “should,” and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward–looking. These statements reflect management’s current beliefs and are based on information currently available to management. Forward–looking statements are based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from historical results or those anticipated. These factors include, but are not limited to: (a) the satisfaction of the conditions precedent to the consummation of the merger, including, without limitation, the timely receipt of shareholder approval; (b) uncertainties as to the timing of the merger and the possibility that the merger may not be completed, including uncertainties regarding UPT’s ability to finance the merger; (c) unanticipated difficulties or expenditures relating to the merger; (d) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including, in circumstances which would require Patriot to pay a termination fee; (e) legal proceedings, judgments or settlements, including those that may be instituted against Patriot, Patriot’s Board of Directors, Patriot’s executive officers and others following the announcement of the merger; (f) disruptions of current plans and operations caused by the announcement and pendency of the merger; (g) risks related to disruption of management’s attention from Patriot’s ongoing business operations due to the merger; (h) potential difficulties in employee retention due to the announcement and pendency of the merger; (i) the response of customers, suppliers, drivers and regulators to the announcement and pendency of the merger; (j) disruptions in the execution of plans, strategies, goals and objectives of management for future operations caused by the merger; (k) changes in accounting standards or tax rates, laws or regulations; (l) economic, market, business or geopolitical conditions (including resulting from the COVID–19 pandemic, inflation, the conflict in Ukraine and related sanctions, or the conflict in the Middle East) or competition, or changes in such conditions, negatively affecting Patriot’s business, operations and financial performance; (m) risks that the price of Patriot’s common stock may decline significantly if the merger is not completed; (n) the possibility that Patriot could, following the merger, engage in operational or other changes that could result in meaningful appreciation in its value; and (o) the possibility that Patriot could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of Patriot’s assets to one or more as yet unknown purchasers, which could conceivably produce a higher aggregate value than that available to Patriot’s shareholders in the merger. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will occur or if any occur, what effect they will have on Patriot’s results of operations or financial condition.

If the proposed merger is consummated, Patriot’s shareholders will cease to have any equity interest in Patriot and will have no right to participate in its earnings and future growth. Other factors that could impact Patriot’s forward–looking statements are identified and described in more detail in Patriot’s Annual Report on Form 10–K for the year ended September 30, 2022 as well as Patriot’s subsequent filings and quarterly reports and is available online at www.sec.gov. Readers are cautioned not to place undue reliance on Patriot’s projections and other forward–looking statements, which speak only as of the date thereof. Except as required by applicable law, Patriot undertakes no obligation to update any forward–looking statement, or to make any other forward–looking statements, whether as a result of new information, future events or otherwise.

Contact:
Matt McNulty
Chief Financial Officer
904/858–9100

SOURCE: Patriot Transportation Holding, Inc.

 

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