Blue Horizon Partners, Inc. entered into an agreement to acquire Patriot Transportation Holding, Inc. (NasdaqGS:PATI) on November 1, 2023. United Petroleum Transports, Inc. will acquire all of the outstanding shares of Patriot common stock for $16.26 per share in cash. The transaction values Patriot Transportation at approximately $65.9 million, including assumed cash and debt. UPT has obtained a customary financing commitment from an established lending institution pursuant to which the lender will provide financing that, together with other available sources, is expected to be sufficient to fund the merger consideration and other obligations under the merger agreement. Patriot will become a private company and delist from the NASDAQ Global Select Market. In case of certain condition, Patriot Transportation will pay Blue Horizon a termination fee of $1.86 million. However, the Patriot termination fee is reduced to $0.93 million if (i) the merger agreement is terminated prior to the No-Shop Period Start Date by the Patriot to accept a Superior Proposal, (ii) the merger agreement is terminated prior to the No-Shop period start date by the Blue Horizon following a Patriot Board Recommendation Change, or (iii) the merger agreement is terminated by either the Patriot or Blue Horizon and the Patriot consummates a transaction within twelve months of the termination of the merger agreement and such transaction is the result of a publicly disclosed acquisition proposal which meets certain requirements set forth in the merger agreement. The merger agreement also provides that, in certain circumstances, including the termination of the merger agreement by the Patriot due to Blue Horizon breach of the merger agreement or failure to obtain Debt Financing in accordance with the terms of the merger agreement, Blue Horizon would be required to pay the Patriot Transportation a termination fee of $1.86 million.

The definitive merger agreement includes a 30-day ?go-shop? period that will expire on December 1, 2023, which permits Patriot and its representatives to actively solicit and consider alternative acquisition proposals. The transaction has been unanimously approved by Patriot?s and Horizon Partners Board of Directors, is subject to the satisfaction of other customary closing conditions, including the approval of Patriot?s shareholders, ability to obtain Debt Financing. The transaction is expected to close by early 2024.

Cassel Salpeter & Co., LLC acted as financial advisor and fairness opinion provider and Gardner Davis and John Wolfel of Foley & Lardner LLP acted as legal counsel for Patriot. Stephens Inc. acted as financial advisor and Mark Scudder and Heidi Hornung-Scherr of Scudder Law Firm, P.C., L.L.O. acted as legal counsel for Blue Horizon.