United Petroleum Transports (UPT) is in the process of acquiring Patriot Transportation Holding, with the deal set for final approval in early 2024.

UPT will acquire all of the outstanding shares of Patriot common stock in a transaction that values Patriot Transportation at approximately $65.9 million, taking Patriot private as a result.

The companies said they have a shared goal to become a top five bulk tank carrier by revenue (with combined revenues in excess of $200 million) and to become the premier tank truck company in the southern United States.

Upon completion of the transaction, the combined company will have more than 1,000 drivers servicing markets from Arizona to Florida, covering 11 states and more than 30 terminals.

Florida Rock

To capitalize on brand and reputation, UPT said it will continue to operate Patriot’s business through Patriot’s subsidiary, Florida Rock & Tank Lines.

Florida Rock transports petroleum and other liquids and dry bulk commodities. A large portion of the company’s business consists of hauling liquid petroleum products from large-scale fuel storage facilities to the customers’ retail outlets, where it offloads the product into its customers’ fuel storage tanks.

It also hauls dry bulk commodities such as cement, lime, and various industrial powder products, water, and liquid chemicals. It operates in Florida, Georgia, Alabama, and Tennessee with 17 terminals and six satellite locations. The company is composed of more than 300 tractors and 400 trailers.

“Patriot is the perfect match for UPT’s strategic intention to expand our network to the southeastern United States,” said Greg Price, executive chairman of UPT.

“I believe the combined strength of the management teams will allow us to execute a strategic plan for growth beyond our current footprint,” said Rob Sandlin, president and CEO of Patriot.

About United Petroleum Transports

Founded in 1966, United Petroleum Transports is the largest carrier of motor fuels, aviation fuels, and chemicals in the Southwest, according to the company, with customer service centers in Alabama, Arizona, Georgia, Kansas, New Mexico, Oklahoma, and Texas.

Headquartered in Oklahoma City, UPT is a leader in the tank truck industry, with a professional driver base of more than 650 professional drivers who serve UPT customers across the U.S. and Canada.

Transaction Details

The transaction, which has been unanimously approved by Patriot’s board of directors, is subject to the satisfaction of other customary closing conditions, including the approval of Patriot’s shareholders.

Shareholders owning 26.6% of the voting power of Patriot’s common stock have agreed to vote in favor of the merger, subject to customary exceptions. Upon completion of the transaction, which the parties expect will occur by early 2024, Patriot will become a private company and delist from the NASDAQ Global Select Market. UPT has obtained a customary financing commitment from an established lending institution pursuant to which the lender will provide financing that, together with other available sources, is expected to be sufficient to fund the merger consideration and other obligations under the merger agreement.

The definitive merger agreement includes a 30-day “go-shop” period that will expire on Dec. 1, 2023, which permits Patriot and its representatives to actively solicit and consider alternative acquisition proposals.