Pioneer Railcorp, a railroad holding company that owns short-line railroads and other railroad-related businesses, and BRX Transportation Holdings, LLC, an entity formed by Brookhaven Rail Partners and Related Infrastructure, announced entry into a definitive merger agreement under which BRX will acquire Pioneer for $18.81 per share in cash.
Pioneer Railcorp includes Pioneer Railroad Equipment Co., Ltd., which leases equipment to the company's subsidiary railroads and also leases railcars and locomotives to unaffiliated third parties.
The agreement, which has been unanimously approved by Pioneer's independent directors, represents a premium of approximately 100.7 percent over Pioneer's closing stock price on May 16, 2019, the last trading day prior to the announcement of the transaction.
"We look forward to this next chapter in Pioneer's journey and anticipate it will have a bright future under new ownership," said Mike Carr, President and Chief Executive Officer of Pioneer.
"We are excited to partner with Related Infrastructure and to have worked with Pioneer's management and board on a transaction that brings great value to its shareholders, its customers, and the communities it serves. Pioneer fits perfectly with Brookhaven's philosophy of identifying opportunities where our hands-on management expertise, proprietary value creation strategies, and deep industry relationships provide us with a competitive advantage and the ability to create value," said Alex Yeros, Principal of Brookhaven.
Related Infrastructure, a subsidiary of Related Fund Management which has raised over $5 billion of capital across a variety of different investment vehicles and strategies, invests in companies that develop, operate and service transportation infrastructure throughout the United States.
The consummation of the merger is subject to various closing conditions, including approval by Pioneer's shareholders, Surface Transportation Board approval and operating performance by Pioneer within a specified working capital floor and debt ceiling. The transaction is expected to close in the third quarter of 2019.
Arnold & Porter is acting as legal advisor to BRX in this transaction. BMO Capital Markets is serving as exclusive financial advisor to Pioneer in connection with this transaction and Briggs and Morgan, P.A. is acting as Pioneer's legal advisor.
Pioneer Railcorp is the parent company of 17 short-line common carrier railroad operations, an equipment leasing company, two service companies and a contract services switching company. Pioneer and its subsidiaries operate in the following states: Alabama, Arkansas, Georgia, Illinois, Indiana, Iowa, Kansas, Michigan, Mississippi, Ohio, Pennsylvania and Tennessee.