Standard Parking (STAN), Central Parking Corp. to Merge
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Standard Parking Corporation (Nasdaq: STAN) has signed a definitive Agreement and Plan of Merger with Central Parking Corporation. When completed, the transaction will add more than 2,200 locations and approximately 1 million parking spaces to Standard Parking's portfolio across the United States. Standard Parking will pay total consideration comprised of cash, Standard Parking stock and the assumption of Central Parking debt.
The stockholders of Central Parking have voted to approve the transaction. The transaction remains subject to Standard Parking stockholder approval, antitrust and other regulatory review, consummation of financing and other customary closing conditions. Until the closing of the transaction, Standard Parking and Central Parking will continue to operate as independent companies, and will remain committed to providing superior service to create value for their clients and customers.
With an expected transaction close in the third quarter of 2012, it is anticipated that the transaction will be accretive to earnings per share within three years.
At closing, Standard Parking will issue additional shares of common stock such that Central Parking's stockholders will hold 6.16 million shares, or 28%, of the combined company on a diluted basis (subject to reduction under certain circumstances as provided in the merger agreement). Additionally, Central Parking's stockholders will be entitled to receive a total of $27 million of cash consideration (subject to adjustment as provided in the merger agreement) to be paid in three years to the extent it is not used to satisfy indemnity obligations that may arise under the agreement.
In conjunction with the transaction, Standard Parking also will assume approximately $210 million of Central Parking's debt net of cash acquired, which will be refinanced at closing using the proceeds of the combined company's new $450 million senior credit facility. Standard Parking has received commitment letters for this facility from BofA Merrill Lynch, Wells Fargo, J. P. Morgan Chase, US Bank, First Hawaiian Bank and GE Antares Capital.
Upon closing, Standard Parking's Board of Directors will expand from five to eight members, with the three new Board members being representatives of Central Parking's stockholders.
The stockholders of Central Parking have voted to approve the transaction. The transaction remains subject to Standard Parking stockholder approval, antitrust and other regulatory review, consummation of financing and other customary closing conditions. Until the closing of the transaction, Standard Parking and Central Parking will continue to operate as independent companies, and will remain committed to providing superior service to create value for their clients and customers.
With an expected transaction close in the third quarter of 2012, it is anticipated that the transaction will be accretive to earnings per share within three years.
At closing, Standard Parking will issue additional shares of common stock such that Central Parking's stockholders will hold 6.16 million shares, or 28%, of the combined company on a diluted basis (subject to reduction under certain circumstances as provided in the merger agreement). Additionally, Central Parking's stockholders will be entitled to receive a total of $27 million of cash consideration (subject to adjustment as provided in the merger agreement) to be paid in three years to the extent it is not used to satisfy indemnity obligations that may arise under the agreement.
In conjunction with the transaction, Standard Parking also will assume approximately $210 million of Central Parking's debt net of cash acquired, which will be refinanced at closing using the proceeds of the combined company's new $450 million senior credit facility. Standard Parking has received commitment letters for this facility from BofA Merrill Lynch, Wells Fargo, J. P. Morgan Chase, US Bank, First Hawaiian Bank and GE Antares Capital.
Upon closing, Standard Parking's Board of Directors will expand from five to eight members, with the three new Board members being representatives of Central Parking's stockholders.
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