Pioneer Railcorp, 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, and BRX Transportation Holdings, LLC, an entity formed by Brookhaven Rail Partners and Related Infrastructure, announced entry into a definitive merger agreement under which BRX will acquire Pioneer for US$ 18.81 per share in cash. The agreement, which has been unanimously approved by Pioneer's independent directors, represents a premium of approximately 100.7% over Pioneer's closing stock price on May 16, 2019, the last trading day prior to the announcement of the transaction.

Pioneer Railcorp is the parent company of 17 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.

Related Infrastructure, a subsidiary of Related Fund Management which has raised over US$5 billion of capital across a variety of different investment vehicles and strategies, invests in companies that develop, operate and service transportation infrastructure throughout the United States.

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 Pioneer's subsidiary, Heartland Rail Investments LLC, will receive US$ 18.81 per share in cash and the Heartland shares will be canceled without consideration.

In connection with the execution of the merger agreement, certain stockholders of Pioneer, together holding a significant portion of the outstanding shares of common stock of Pioneer, have agreed to vote their shares in favor of the transaction under a voting and support agreement.

The consummation of the merger is subject to various closing conditions, including approval by Pioneer's shareholders, Surface Transportation Board approval, and operating performance by Pioneer within a specified working capital floor and debt ceiling.  The merger is not subject to a financing condition.  Subject to satisfaction of the closing conditions, the transaction is expected to close in the third quarter of 2019.

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.