JACKSONVILLE, Fla.,
Dec. 30, 2014 /PRNewswire/
-- FRP Holdings, Inc. (NASDAQ: FRPH) announced
today that its board of directors has unanimously approved the
strategic separation of its transportation business, known as
Patriot Transportation Holding, Inc. ("New Patriot") from its real
estate business. FRPH's real estate business will continue under
the name FRP Holdings, Inc.
FRPH's Board of Directors approved a dividend of New Patriot
common stock on January 31, 2015, the
"distribution date," to FRPH common shareholders of record as of
the close of business on January 9,
2015, the "record date." On the distribution date, FRPH
shareholders will receive one share of New Patriot common stock for
every three shares of FRPH common stock held by them on the record
date. Shareholders will receive cash in lieu of fractional shares
of New Patriot common stock.
After the distribution, New Patriot will be an independent
company, and FRPH will retain no ownership interest. New Patriot
has received approval for the listing of its common stock on NASDAQ
and will begin trading under the symbol "PATI" on February 2, 2015.
Prior to the distribution date, FRPH and New Patriot will enter
into a separation and distribution agreement and various other
agreements related to the spin-off and the post spin-off
relationship of the two companies.
The distribution of New Patriot common stock is subject to the
satisfaction or waiver of certain conditions, all of which FRPH
expects to be satisfied by the distribution date. New Patriot's
information statement on Form 10, as amended, has been filed with
the SEC and is available at sec.gov. A copy of the information
statement filed as part of the registration statement will be
mailed to shareholders shortly after the record date.
No action is required by FRPH shareholders to receive the New
Patriot shares, which will be distributed electronically in direct
registration (book-entry) form.
FRPH expects that a "when-issued" public trading market for New
Patriot common stock will commence on or about January 7, 2015 under the symbol "PATI", and will
continue through the distribution date. FRPH also anticipates that
"regular way" trading of New Patriot common stock will begin on
February 2, 2015, the first trading
day following the distribution date.
FRPH shares will continue to trade "regular way" through and
after the distribution date. FRPH expects "ex-distribution" trading
to begin on January 7, 2015 and to
continue through the close of business on the distribution date.
FRPH shareholders as of the record date who sell those shares
ex-distribution will still receive the New Patriot shares to which
they are entitled.
Nelson Mullins Riley &
Scarborough is acting as legal advisor for the transaction.
Investors are cautioned that any statements in this press
release which relate to the future are, by their nature, subject to
risks and uncertainties that could cause actual results and events
to differ materially from those indicated in such forward-looking
statements. These include general economic conditions;
competitive factors; political, economic, regulatory and climatic
conditions; driver availability and cost; the impact of future
regulations regarding the transportation industry; freight demand
for petroleum product and levels of construction activity in the
Company's markets; fuel costs; risk insurance markets; demand for
flexible warehouse/office facilities; ability to obtain zoning and
entitlements necessary for property development; interest rates;
levels of mining activity; pricing; energy costs and technological
changes. Additional information regarding these and other
risk factors and uncertainties may be found in the Company's
filings with the Securities and Exchange Commission.
FRP Holdings, Inc. is engaged in the transportation and real
estate businesses. The Company's transportation business is
conducted through Florida Rock &
Tank Lines, Inc. which is a Southeastern transportation company
concentrating in the hauling by motor carrier of liquid and dry
bulk commodities. The Company's real estate group, comprised
of FRP Development Corp. and Florida Rock Properties, Inc.,
acquires, constructs, leases, operates and manages land and
buildings to generate both current cash flows and long-term capital
appreciation. The real estate group also owns real estate
which is leased under mining royalty agreements or held for
investment.
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SOURCE FRP Holdings, Inc.