Patriot Transportation Holding Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 21, 2023

PATRIOT TRANSPORTATION HOLDING, INC.

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Introductory Note

On December 21, 2023, Patriot Transportation Holding, Inc., a Florida corporation (the “Company”), completed the transactions contemplated by that certain Agreement and Plan of Merger (the “merger agreement”), dated November 1, 2023, by and among the Company, Blue Horizon Partners, Inc., an Oklahoma corporation (“Parent”), and Blue Horizon Partners Merger Sub, Inc., a Florida corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the merger agreement, Merger Sub merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent.

On December 21, 2023, Parent, the Company, and certain of Parent’s and the Company’s subsidiaries entered into that certain Credit Agreement with BMO Bank, N.A., as administrative agent and swing line lender (the “Agent”), the lenders from time to time party thereto, and the guarantors from time to time party thereto (the “Credit Agreement”), which provides for (i) a senior revolving credit facility in the principal amount of up to $40,000,000 and (ii) a senior term loan bridge facility in the principal amount of up to $17,192,900. Certain of Parent’s and the Company’s subsidiaries are the borrowers, and Parent, the Company and certain of the Company’s subsidiaries are guarantors, under the Credit Agreement. The obligations under the Credit Agreement are secured on a first priority basis by substantially all assets of Parent and the guarantors (subject to certain exclusions and exceptions). The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for a credit facility of this type.

On December 21, 2023, a subsidiary of Parent entered into that certain Loan Agreement with NBC Oklahoma, an Oklahoma banking association, as the lender (the “Loan Agreement”), which provides for a term loan in the principal amount of $10,000,000. A subsidiary of Parent is the borrower, and Parent, the Company and certain of the Company’s subsidiaries are guarantors, under the Loan Agreement. The obligations under the Loan Agreement are secured on a first priority basis by certain real property of a subsidiary of Parent. The Loan Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for a loan agreement of this type.

On December 21, 2023, in connection with the merger, the Company terminated that certain Amended and Restated Credit Agreement, dated as of July 6, 2021, among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, and Wells Fargo Bank, N.A., as lender (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Existing Credit Agreement”). As of December 21, 2023, there were no outstanding borrowings under the Existing Credit Agreement and there were $2,664,434 in commitments under letters of credit under the Existing Credit Agreement. Such letters of credit will remain in effect until replaced by letters of credit issued by Agent. In connection with the termination of the Existing Credit Agreement, all related liens and security interests were terminated, discharged and released.

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each share of Company common stock, par value $0.10 per share (the “Company common stock”) that was issued and outstanding immediately prior to the effective time, other than shares to be cancelled pursuant to Section 2.1(b) of the merger agreement, were converted into the right to receive $16.26 per share, in cash, without interest (the “merger consideration”), subject to any applicable withholding taxes;

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each outstanding and unexercised option to purchase shares of Company common stock (whether vested or unvested and whether exercisable or unexercisable) (each a “Company stock option”) became fully vested and was cancelled in exchange for the right to receive a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such Company stock option and (ii) the excess of the merger consideration over the exercise price per share of each such Company stock option; and

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each outstanding Company stock appreciation right (whether vested or unvested) (a “SAR”) became fully vested and was cancelled in exchange for the right to receive a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such SAR and (ii) the excess, if any, of (x) the merger consideration over (y) the per-share SAR Price (as defined in the merger agreement)..

Item 3.03.

Material Modification of Rights of Security Holders.

Item 8.01.

Other Events.

Item 9.01.

Financial Statements and Exhibits

2.1 Agreement and Plan of Merger, dated as of November 1, 2023, by and among Company, Parent, and Merger Sub (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the SEC on November 1, 2023)*

3.1 Amended and Restated Articles of Incorporation of Patriot Transportation Holding, Inc.

3.2 Amended and Restated Bylaws of Patriot Transportation Holding, Inc.

99.1 Press Release dated December 21, 2023

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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