SP PLUS CORPORATION (NASDAQ:SP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
On October 16, 2018, SP Plus Corporation, a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Craig Mateer (the “Seller”), ZWB Holdings, Inc., a Florida corporation (“ZWB”), and Rynn’s Luggage Corporation, a Pennsylvania corporation (“RLC” and together with ZWB and the direct and indirect subsidiaries of ZWB and RLC, the “Target Companies”). to the Purchase Agreement, upon the terms and subject to the conditions set forth therein, the Company will acquire all of the outstanding shares of the Target Companies for a purchase price of $275 million in cash, subject to certain adjustments (the “Acquisition”). The closing of the Acquisition is subject to customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Approval”), and (ii) the Company’s completion of its financing to fund the Acquisition. In connection therewith, the Company’s current agent bank, Merrill Lynch Pierce, Fenner & Smith Incorporated, has delivered a highly confident letter to the Company in support of the financing to fund the Acquisition. The Purchase Agreement provides the Company, the Seller and the Target Companies (the “Parties”) with certain termination rights, including, in certain circumstances, the right of any Party to terminate the Purchase Agreement if the Acquisition does not close on or before December 1, 2018 (the “Outside Date”), except that the Outside Date can be extended by up to forty-five (45) days in circumstances where the HSR Approval has not yet been received. The Acquisition is currently expected to close on November 30, 2018.
A copy of the Purchase Agreement is attached as Exhibit 2.1 to this report and is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement.
The representations and warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the Parties, may be subject to limitations agreed upon by the Parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the Parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the Parties that differ from those applicable to investors. In addition, such representations and warranties were made only as of the dates specified in the Purchase Agreement. Accordingly, the Purchase Agreement is included in this filing only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the Parties or their respective businesses.
Item 8.01 Other Events
On October 17, 2018, the Company issued a press release relating to the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Press Release issued by SP Plus Corporation on October17, 2018
SP Plus Corp ExhibitEX-1 2 exhibit201-stockpurchaseag.htm EXHIBIT 2.01 Exhibit STOCK PURCHASE AGREEMENT,…To view the full exhibit click
About SP PLUS CORPORATION (NASDAQ:SP)
SP Plus Corporation provides parking management, ground transportation and other ancillary services to commercial, institutional and municipal clients in the United States, Puerto Rico and Canada. The Company operates through six segments: Region One (North reporting unit), Region Two (South reporting unit), Region Three (New York Metropolitan tri-state area of New York, New Jersey and Connecticut reporting unit), Region Four (Airport transportation operations around the nation reporting unit) and Region Five (the United States Parking reporting unit and event planning and transportation services reporting unit). Its SP+ brand includes an array of its operating divisions, such as SP+ Airport Services, SP+ GAMEDAY, SP+ Healthcare Services, SP+ Hotel Services, SP+ Municipal Services, SP+ Office Services, SP+ Residential Services, SP+ Retail Services and SP+ University Services. It offers parking services under its SP + Parking, Standard Parking, Central Parking and USA Parking brands.