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Pioneer Railcorp has announced that its shareholders approved a previously announced merger agreement with BRX Transportation Holdings LLC through which BRX will acquire all outstanding shares of Pioneer's Class A common stock.
Formed by Brookhaven Capital Partners, Related Infrastructure and Stephens Capital Partners LLC, BRX will pay Pioneer stockholders $18.81 per share in cash. The deal excludes and cancels shares held by Pioneer subsidiary Heartland Rail Investments LLC.
The transaction still is subject to various other closing conditions, including Pioneer's operating performance within a specified working capital floor and debt ceiling. The deal is expected to close in late July, at which time Pioneer will become a BRX subsidiary and its Class A common stock will stop trading in over-the-counter markets.
Arnold & Porter is serving as a legal advisor to BRX for the transaction, while Pioneer has contracted BMO Capital Markets as financial advisor and Briggs and Morgan P.A. as legal advisor.
Pioneer owns 15 short lines, an equipment leasing firm, two service companies and a switching services outlet. The subsidiaries operate in Alabama, Arkansas, Georgia, Illinois, Indiana, Iowa, Kansas, Michigan, Mississippi, Ohio, Pennsylvania and Tennessee.