PEORIA, Ill., July 19, 2019 /PRNewswire/ — Pioneer Railcorp (OTC: PRRR, “Pioneer”), a railroad holding company that owns short-line railroads and several other railroad-related businesses including a railroad equipment company and a contract switching services company, today announced that its shareholders have approved the previously announced definitive merger agreement with BRX Transportation Holdings, LLC (“BRX”), an entity formed by Brookhaven Rail Partners (“Brookhaven”), Related Infrastructure (“Related”) and Stephens Capital Partners LLC (“Stephens”). The proposal to approve the merger agreement and the transactions contemplated thereby was approved with voting results as follows:
Under the terms of the merger agreement, BRX will acquire through merger all of the outstanding shares of Pioneer’s Class A common stock. Shareholders other than Heartland will receive $18.81 per share in cash and the Heartland shares will be cancelled without consideration.
Consummation of the merger remains subject to various closing conditions, including operating performance by Pioneer within a specified working capital floor and debt ceiling. Subject to satisfaction of the closing conditions, the transaction is expected to close in late July 2019. Upon closing of the transaction, Pioneer will become a wholly-owned subsidiary of BRX and its Class A common stock will cease trading on the OTC Markets.
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.
About Pioneer
Pioneer Railcorp is the parent company of 15 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. For more information on Pioneer, please visit www.Pioneer-Railcorp.com
About Brookhaven
Brookhaven Rail Partners is an affiliate of Denver-based Brookhaven Capital Partners, a privately held, real estate and infrastructure investment and management firm. Brookhaven and its principals have a 25-year track record of investing in, operating and developing critical transportation assets that support industry, and promote new economic development, community investment, and job creation. For more information on Brookhaven, please visit www.BrookhavenPartners.com
