Pioneer Railcorp Shareholders Approve Merger Agreement with BRX Transportation Holdings

PEORIA, Ill., July 19, 2019 /PRNewswire/ -- Pioneer Railcorp 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:

For

Against

Abstain

Votes

Percentage of
Shares Voted

Votes

Percentage of
Shares Voted

Votes

Percentage of
Shares Voted

Broker
Non-

Votes

3,378,372

99.29%

19,981

0.59%

4,025

0.12%

Excluding shares of Pioneer owned by Pioneer's subsidiary, Heartland Rail Investments LLC ("Heartland"), the proposal was approved with voting results as follows:


For		Against		Abstain
Votes	Percentage of Shares Voted	Votes	Percentage of Shares Voted	Votes	Percentage of Shares Voted	Broker Non- Votes
1,494,732	98.42%	19,981	1.32%	4,025	0.27%	0

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.

About Related
Related Infrastructure is an affiliate of Related Fund Management, the investment management arm of global real estate firm Related Companies, staffed by a seasoned team of over 40 professionals. Since inception, Related Fund Management has raised over $5 billion of capital across a variety of different investment vehicles and strategies. The platform is primarily focused on opportunistic real estate investments; the origination and acquisition of debt; multifamily housing opportunities; and investments in infrastructure-related development, management and services. Capitalizing on decades of experience as a developer, investor and operator and Related's deep expertise in public-private partnerships, Related Infrastructure invests in, and grows, infrastructure-related businesses and initiatives. Targeted investment opportunities include platforms that develop, service and manage transportation-related assets as well as infrastructure-related businesses, services and technologies. For more information on Related, please visit www.Related.com.

About Stephens
Stephens Capital Partners LLC is the private equity affiliate of Stephens Inc., a full-service, privately-owned investment banking firm based in Little Rock, Arkansas, with offices across the U.S. and in Europe. Founded in 1933, Stephens has decades of experience in corporate finance, financial planning, mergers and acquisitions, insurance services, research, and public finance. The firm has conducted private equity transactions for over 60 years and seeks to be a reliable long-term partner to management of growing companies.

www.pioneer-railcorp.com

SOURCE Pioneer Railcorp

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