Metropolis Technologies, an AI-based company whose platform enables checkout-free payment experiences, announced that it has closed its acquisition of SP Plus Corporation (SP+). SP+ is the largest parking network and provider of mobility services for aviation, commercial, hospitality, and institutional clients in North America.
With the result of this closing, Metropolis owns 100% of SP+ and its nearly 20,000-person team is a part of Metropolis. And with the completion of the transaction, SP+ shares will no longer trade on the Nasdaq Global Select Market. Continuing a 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 merger’s closing, the holders of SP+ common stock will receive $54 per share in cash, representing a premium of approximately 52% to the closing stock price on October 4, 2023, and approximately 28% to the 52-week high as of October 4, 2023. The trading of SP+’s common stock on Nasdaq was halted prior to the opening of trading on May 16, 2024.
This acquisition follows the October announcement of Metropolis’ $1.8 billion financing led by Eldridge. New investors include BDT & MSD Partners’ affiliated credit funds, Vista Credit Partners, and Temasek. Metropolis’ existing shareholder group, led by 3L, also strongly supports the financing.
Metropolis financed the deal 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. And Metropolis also attained 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 and BDT & MSD Partners served as financial advisors to Metropolis. Goldman Sachs acted as placement agent on the Series C transaction, and Maranon Capital L.P. (an Eldridge Industries affiliate) and Goldman Sachs acted as joint lead arrangers on the debt financing. Willkie Farr & Gallagher, Fenwick & West and Latham & Watkins served as legal advisors to Metropolis. Morgan Stanley served as financial advisor to SP+ and Skadden, Arps, Slate, Meagher & Flom served as legal advisor to SP+. Sidley Austin served as legal advisor to Eldridge. Blank Rome served as legal advisor to PNC Bank, National Association.
KEY QUOTES:
“This unprecedented take-private is a once-in-a-generation opportunity to unite two companies at the top of their fields. 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.”
– Alex Israel, CEO and Co-Founder of Metropolis
“Metropolis has developed a new growth buyout model, demonstrating how innovation and technology can evolve legacy industries for the 21st century. 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.”
– Tony Minella, Co-Founder and President of Eldridge Industries, an existing investor in Metropolis, which led the financing of the deal
