SP+ Client Questions & Answers
The Deal - Legal Overview
- What’s the essence of this deal?
The parties signed an Agreement and Plan of Merger for Metropolis Technologies, Inc. to acquire all the outstanding shares of SP+.
- What has to happen before the deal closes?
Two different approvals must be obtained, one from SP+’s shareholders and the second from the federal antitrust authority pursuant to the Hart Scott Rodino Act.
- How long will it take before those approvals are obtained?
Assuming the approvals are obtained, we expect to close in 2024.
- What happens while we’re waiting for the approvals so we can close?
Both companies must continue to do business independently until the transaction closes.
- What happens after the deal closes?
We will combine with Metropolis and operate as a privately owned company.
About Metropolis
- I don’t know much about Metropolis. Please give me a feel for its business.
Metropolis was started in 2017 by four individuals who built a vertically integrated parking operator from the ground up. They developed computer vision technology that enables people to transact in the physical world as intuitively as they do online. To date, Metropolis’s focus has been on reimagining parking – just like SP+, they are passionate about mobility and creating a remarkable consumer experience. Metropolis’s technology creates a “drive in and drive out” parking experience for consumers. Metropolis has clients, and operates more than 500 parking facilities, in over 40 major U.S. markets, including many top-tier institutional real estate owners and managers, over five million customers, and 2,000 employees.
Strategic Objective; Long-Term Vision
- Why does Metropolis want to buy SP+? What’s the vision for the combined company, and how does SP+ fit into that vision?
Metropolis was attracted to us because of our success and our position as an industry leader. They recognize that our operational excellence, proprietary technology, talented employees and commitment to customer satisfaction have made us the partner of choice for property owners and managers for nearly a century. The bottom line is we’ve built something incredible; Metropolis wants to become a part of that.
Within the parking realm, Metropolis shares our vision of convenient, touchless parking – as we say, making every moment matter for a world on the go. By joining together, we’ll be able to further distinguish our combined footprint as a leading parking network, delivering an expanded array of services to millions of customers throughout North America and Europe. We’ve been told that Metropolis plans to invest additional financial resources in the combined businesses in order to accelerate the pace of growth and lead to enhanced products and more revenue for clients.
Technology Strategy
- Metropolis has developed its own technology platform. How does the Sphere platform fit into the future vision for the combined company?
SP+ and Metropolis share a similar vision of utilizing technology to enhance the parking experience for consumers and reduce inefficiencies. Metropolis recognizes the momentum SP+ has made installing the Sphere Commerce platform and plans to integrate the companies’ platforms so that technology installed and implemented currently, as well as between now and the time of closing, will continue to be utilized. Customers and clients from both companies will benefit from the combined platform.
- Will the technology teams of the two companies be consolidated under a single leader and who will that be?
The plan is for the technology platforms to be integrated in order to best benefit clients and customers, and in order to maintain the momentum that both companies have built. A joint Integration Management Team will determine the appropriate structure and leadership of the technology teams for the combined company. Metropolis has indicated that its plan is for the integrated technology offering to be greater than the sum of our two companies’ individual parts.
- Will the transaction affect if or how we use AeroParker or Roker?
Metropolis has indicated that AeroParker and Roker will continue to be part of the technology offering of the combined companies.
- Will the transaction impact the technology strategy for Bags?
The Metropolis team has indicated that it intends to fully support the technology strategy for Bags.
- Will we retain Bags and Aeroparker?
We expect Bags and Aeroparker to continue as usual after the deal closes.
The Transaction and Our Clients
- What are the benefits of this transaction for my parking operations?
SP+ and Metropolis share a similar purpose – to make every moment matter for a world on the go. By joining together, we’ll expand our combined footprint as one of the leading operating and technology networks in North America. Continuing, robust investment in technology is expected to produce enhanced technology solutions that will create new opportunities and additional capabilities for clients.
- Will the closing of this transaction affect or impair any of the services you currently provide to me?
No. This transaction won’t change or impair any of our services or the way you’re used to working with us. Bear in mind that our two companies will remain totally independent until the deal closes sometime in 2024.
- I’ve implemented the Sphere Commerce platform. Will that be replaced?
No. The plan is for the Sphere Commerce platform to be integrated with the Metropolis platform and further enhanced in the future as the combined company makes additional investment in the platform.
- I’m considering implementing the Sphere Commerce platform. Now I’m concerned about the future plans for it. Should I continue to expect it to be supported?
Yes. Technology is core to the strategy for the combined organization. The plan is for the Sphere Commerce platform to be integrated with the Metropolis platform and further enhanced in the future as the combined company makes additional investment in the platform.
- Will the transaction affect any of my current costs or technology-related pricing (e.g., Sphere), or any of the other terms regarding your services at my location(s)?
We don’t expect any changes to your current cost structure or technology related pricing.
- Will my primary contact change?
We don’t expect your relationship manager to change.
- Will any of the operating personnel at my location(s) change?
We don’t expect any change in the operating personnel at your location(s).
- What, if anything, will change because of this deal?
SP+ and Metropolis’s existing technology platforms each provide powerful solutions for a range of parking operations. The platforms will be integrated after closing, which means clients throughout our expanded geographic footprint will benefit from more customers on the combined platform with access to a broader menu of technology offerings. At that point, our clients will benefit from continued investment in the combined platform leading to enhanced features and functionality.
- Who can I contact to find out more about this deal?
Please reach out to your usual point of contact.
Use of Forward-Looking Statements
This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed merger of SP Plus Corporation (the “Company”) with an affiliate of Metropolis Technologies, Inc. (“Metropolis”) (the “Transaction”), including financial estimates and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,” “expect,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) the ability of Metropolis to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Transaction; (iii) potential litigation relating to the Transaction that could be instituted against Metropolis, the Company or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction will harm the Company’s business, including current plans and operations; (v) the ability of the Company to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic developments affecting the Company’s business; (ix) general economic and market developments and conditions; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect the Company’s financial performance; (xi) certain restrictions during the pendency of the Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as the Company’s response to any of the aforementioned factors; (xiii) significant transaction costs associated with the Transaction; (xiv) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring the Company to pay a termination fee or other expenses; (xvi) competitive responses to the Transaction; (xvii) the risks and uncertainties pertaining to the Company’s business, including those set forth in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the Company’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC; and (xviii) the risks and uncertainties that will be described in the Proxy Statement available from the sources indicated below. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors to be presented in the Proxy Statement will be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Important Additional Information and Where to Find It
In connection with the proposed transaction between the Company and Metropolis, the Company will file with the SEC a Proxy Statement, the definitive version of which will be sent or provided to Company stockholders. The Company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov, the Company’s website at www.spplus.com or by contacting the Company’s Investor Relations Team at:
SP Plus Corporation, Investor Relations
200 E. Randolph Street, Suite 7700,
Chicago Illinois 60601-7702
investor_relations@spplus.com
(312) 274-2000
Participants in the Solicitation
The Company and certain of its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Additional information regarding the identity of the participants, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the proposed transaction (if and when they become available). Information relating to the foregoing can also be found in the Company’s proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on March 30, 2023 (the “Annual Meeting Proxy Statement”). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected on the Company’s Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above.
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