Metropolis Technologies, Inc. entered into a definitive agreement to acquire SP Plus Corporation (NasdaqGS:SP) from BlackRock, Inc. (NYSE:BLK), River Road Asset Management, LLC, Segall Bryant & Hamill, LLC and Others for approximately $1.1 billion on October 4, 2023. 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. 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. 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 Company may terminate the Merger Agreement, and receive a reverse termination fee of $60 million from Parent, in each of the following circumstances: (1) Parent or Merger Sub breaches or fails to perform, and does not cure (if applicable), any representation or covenant that would cause any conditions to the Company?s obligation to consummate the Merger not to be satisfied; (2) all conditions to Parent?s and Merger Sub?s obligation to consummate the Merger have been satisfied (subject to customary exceptions) and Parent fails to consummate the Merger after receiving written notice from the Company that it stands ready, willing and able to consummate the Merger; and (3) either (x) the Merger has not been consummated by the Termination Date due to a failure to satisfy the Antitrust Condition or the Restraint Condition (as it relates to antitrust approval), but as of such time, all other conditions to closing have been satisfied, or (y) the Merger is not able to be consummated due to the failure of the Restraint Condition (as it relates to antitrust approval), and in each case, such failures are not primarily due to the Company?s failure to perform its obligations under the Merger Agreement. The Company may also terminate the Merger Agreement if, prior to receipt of the Requisite Stockholder Approval, the Board shall have authorized the Company to enter into a definitive agreement with respect to a Superior Proposal and, substantially concurrently with such termination, the Company enters into such agreement and pays to Parent a termination fee of $30 million (the ? Termination Fee ?), plus reimbursement of Parent?s expenses in an amount not to exceed $5 million

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 expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the absence of any law or order issued by a governmental authority of the United States prohibiting the Merger, other customary closing conditions, including with respect to the accuracy of the other party?s representations and warranties and the other party?s compliance with its covenants. Consummation of the Merger is not subject to a financing condition. 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. As of February 12, 2024 SP Plus Corporation special meeting of stockholders held on February 9, 2024 voted to approve the previously announced Agreement and Plan of Merger. As of October 6, 2023, Former Attorney General of Louisiana Charles C. Foti, Jr. and the law firm of Kahn Swick & Foti, LLC (?KSF?) are investigating the proposed sale. The Antitrust Division of the Department of Justice granted the request for early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, effective May 10, 2024.

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. Steven Seidman, Laura Delanoy and Morgan McDevitt of Willkie Farr & Gallagher LLP, Faisal Rashid, Mark Stevens and Eric Shedlosky of Fenwick & West LLP and Latham & Watkins LLP are serving as legal advisors to Metropolis. Morgan Stanley & Co. LLC. is serving as financial advisor and fairness opinion provider to SP+, and Shilpi Gupta, Clifford H Aronson, Victor Hollender, Tabitha Humphries, Seth E Jacobson, Elizabeth A Malone, Nancy M Olson, Eric C Otness, Michael J Sheerin, Jessica L Schmiege, David E Schwartz, Jamie S Talbot, Joseph M Yaffe of Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisor to SP+. Sidley Austin LLP is serving as legal advisor to Eldridge. Kevin M. Schmidt of Debevoise & Plimpton acted as legal advisor to Temasek as capital provider in the take-private acquisition. Morrow Sodali LLC acted as proxy solicitor for SP Plus Corporation for a fee of $14,000. Continental Stock Transfer and Trust acted as transfer agent for SP Plus Corporation.