FRP Holdings Board Okays Spin-Off Of Transportation Business

(RTTNews) - FRP Holdings Inc (FRPH) on Tuesday said its board has unanimously approved the strategic separation of its transportation business, known as Patriot Transportation Holding Inc ("New Patriot") from its real estate business. THe company said its real estate business will continue under the name FRP Holdings Inc.

The company's board approved a dividend of New Patriot common stock on January 31, 2015, the "distribution date," to FRP Holdings common shareholders of record as of the close of business on January 9, 2015, the "record date."

On the distribution date, FRP Holdings shareholders will receive one share of New Patriot common stock for every three shares of FRP Holdings 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 FRP Holdings 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, FRP Holdings 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.

FRP Holdings 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. FRP Holdings 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. The company expects "ex-distribution" trading to begin on January 7, 2015 and to continue through the close of business on the distribution date. FRP Holdings shareholders as of the record date who sell those shares ex-distribution will still receive the New Patriot shares to which they are entitled.