SP Plus to be acquired by Metropolis Technologies for $54.00 per share in cash

Metropolis Technologies and SP Plus 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 and approximately 28% to its 52-week high for an aggregate enterprise value of approximately $1.5B. Metropolis has obtained commitments for equity and debt financing totaling $1.7B to complete the transaction, consisting of $1.05B in Series C preferred stock financing and $650M 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.