Arnold & Porter advised BRX Transportation Holdings, LLC (BRX) in its recent agreement to acquire railroad holding company Pioneer Railcorp (Pioneer). BRX, an entity formed by Brookhaven Rail Partners and Related Infrastructure, will acquire Pioneer for $18.81 per share in cash. The transaction is subject to customary closing conditions and is expected to close in mid-2019.
BRX expects to build a rail-based infrastructure platform through its acquisition of the Pioneer portfolio of rail businesses. Under the terms of the agreement, BRX will acquire all outstanding shares of Pioneer's Class A common stock. Shareholders other than Pioneer's subsidiary, Heartland Rail Investments LLC, will receive $18.81 per share in cash and the Heartland shares will be cancelled without consideration.