SP SP Plus Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SP Plus Corporation

(Name of Registrant as Specified in Its Charter)

Registrant

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED AS OF [●], 2023

SP Plus Corporation

200 E. Randolph Street, Suite 7700

Chicago, Illinois 60601-7702

[●], 202[●]

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of SP Plus Corporation (“SP+”) to be held on [●], 202[●], at the AON Center, 200 East Randolph Street, 70th Floor, Chicago, IL 60601 at [●], at [●] [a.m.] / [p.m.], Central Time.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of October 4, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among SP+, Metropolis Technologies, Inc. (“Parent”), and Schwinger Merger Sub Inc., a direct, wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into SP+ (the “Merger”), with SP+ surviving the Merger as a wholly owned subsidiary of Parent. You will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger.

If the Merger contemplated by the Merger Agreement is completed, you will be entitled to receive $54.00 in cash, without interest and subject to any required tax withholding, for each share of SP+’s Common Stock, par value $0.001 per share (“SP+ Common Stock”) that you own as of immediately prior to the effective time of the Merger (unless you have properly exercised your appraisal rights with respect to such shares).

On October 4, 2023, SP+’s board of directors reviewed and considered the terms and conditions of the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement. After considering various factors, including those described in the accompanying Proxy Statement (the “Proxy Statement”), and after consultation with SP+’s independent legal and financial advisors, SP+’s board of directors unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of SP+ and its stockholders, (iii) resolved to recommend that the SP+ stockholders vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement and (iv) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the SP+ stockholders at a special meeting.

SP+’s board of directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the transactions contemplated thereby, (ii) “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by SP+ to its named executive officers in connection with the Merger and contemplated by the Merger Agreement.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of SP+’s board of directors in connection with its evaluation of the Merger Agreement and the Merger. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about SP+ from documents we file with the U.S. Securities and Exchange Commission (the “SEC”) from time to time.

We appreciate you taking the time to vote promptly, and encourage you to do so electronically. After reading the Proxy Statement, please vote at your earliest convenience by voting over the Internet using the Internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. You may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting. If your shares are held in street name through a broker, bank or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the proposals, your broker, bank or other nominee may not vote your shares with respect to any of the proposals. We encourage you to instruct your broker, bank or other nominee to vote your shares “FOR” all of the proposals set forth in the Proxy Statement by following the directions on the enclosed voting instruction card to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction card in the postage-paid envelope provided. Again, we encourage you to vote electronically.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of a majority of the outstanding shares of SP+ Common Stock entitled to vote thereon at the Special Meeting, provided a quorum is present. In addition, the Merger Agreement makes the approval by the SP+ stockholders of the proposal to adopt the Merger Agreement a condition to the parties’ obligations to consummate the Merger. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card, or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, and will not have any effect on the adjournment proposal or the proposal to approve compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger. Because all of the proposals presented to stockholders will be considered non-routine matters, there will not be any broker non-votes at the Special Meeting.

If you have any questions about the Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Morrow Sodali LLC, our proxy solicitor:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, Connecticut 06902

Stockholders May Call: (800) 662-5200

Banks and Brokers May Call: (203) 658-9395

Email: SP@investor.morrowsodali.com

On behalf of SP+’s board of directors, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

[●]

[●]

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The Proxy Statement is dated [●], 202[●] and, together with the enclosed form of proxy card, is first being mailed to SP+ stockholders on or about [●], 202[●].

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED AS OF [●], 2023

SP Plus Corporation

200 E. Randolph Street, Suite 7700

Chicago, Illinois 60601-7702

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

YOUR VOTE IS VERY IMPORTANT.

PLEASE VOTE YOUR SHARES PROMPTLY.

A special meeting of stockholders (the “Special Meeting”) of SP Plus Corporation, a Delaware corporation (“SP+”), will be held on [●], 202[●], at the AON Center, 200 East Randolph Street, 70th Floor, Chicago, IL 60601 at [●], at [●] [a.m.] / [p.m.], Central Time.

The Special Meeting will be held for the following purposes:

The affirmative vote of a majority of the outstanding shares of SP+’s Common Stock, par value $0.001 per share (“SP+ Common Stock”), entitled to vote thereon at the Special Meeting is required to adopt the Merger Agreement. The affirmative vote of a majority of the shares of stock having voting power issued and outstanding and entitled to vote at the Special Meeting, represented in person or by proxy, and entitled to vote thereon, is required to approve the proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting. The affirmative vote of the holders of a majority of the shares of SP+ Common Stock, which are represented in person or by proxy at the Special Meeting and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card, or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and will not have any effect on the adjournment proposal or the proposal to approve compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger. Abstentions will be counted as votes “AGAINST” the proposal to adopt the Merger Agreement, the adjournment proposal and the proposal to approve compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger. Because all of the proposals presented to stockholders will be considered non-routine matters, there will not be any broker non-votes at the Special Meeting.

Only SP+ stockholders of record as of the close of business on [●], 202[●], are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders

entitled to vote at the Special Meeting will be available in our principal executive offices located at 200 E. Randolph Street, Suite 7700, Chicago, Illinois 60601-7702, during regular business hours (or, alternatively, on a reasonably accessible electronic network) for a period of no less than ten (10) days before the Special Meeting and at the place of the Special Meeting during such meeting.

SP+ stockholders and beneficial owners who do not vote in favor of the proposal to adopt the Merger Agreement will have the right to seek appraisal of the fair value of their shares of SP+ Common Stock if they deliver a demand for appraisal before the vote is taken on the adoption of the Merger Agreement and otherwise comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Delaware law, which are summarized in the Proxy Statement accompanying this notice in the section entitled “Appraisal Rights” beginning on page [●] of this Proxy Statement. A copy of Section 262 of the General Corporation Law of the State of Delaware, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

SP+’s board of directors (the “Board”) unanimously recommends that you vote (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) “FOR” the non-binding, advisory proposal regarding compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger. In considering the recommendation of the Board, SP+ stockholders should be aware that SP+’s executive officers and members of the Board may have agreements and arrangements in place that provide them with interests in the Merger that may be different from, or in addition to, those of SP+ stockholders. See the section entitled “The Merger—Interests of the Directors and Executive Officers of SP+ in the Merger” beginning on page [●] of this Proxy Statement.

Our Notice of Special Meeting and Proxy Statement are available at [●].

By order of the Board of Directors,

[●]

[●]

[●], 202[●]

IMPORTANT

Your vote is extremely important. Whether or not you plan to attend the Special Meeting and regardless of the number of shares you own, we urge you to vote promptly “FOR” the proposals.

If you have any questions about submitting your proxy card or otherwise require assistance, please contact:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, Connecticut 06902

Stockholders May Call: (800) 662-5200

Banks and Brokers May Call: (203) 658-9395

Email: SP@investor.morrowsodali.com

TABLE OF CONTENTS

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SUMMARY

This summary highlights selected information from this proxy statement (this “Proxy Statement”) related to the merger (the “Merger”) of Schwinger Merger Sub Inc. (“Merger Sub”) with and into SP Plus Corporation and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should read carefully this entire Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page [●] of this Proxy Statement. The Merger Agreement (as defined below) is attached as Annex A to this Proxy Statement. You are encouraged to read the Merger Agreement, which is the legal document that governs the Merger.

Except as otherwise specifically noted in this Proxy Statement, “SP+,” the “Company,” “we,” “our,” “us” and similar words in this Proxy Statement refer to SP Plus Corporation, including, in certain cases, our subsidiaries. Throughout this Proxy Statement we refer to Metropolis Technologies, Inc. as “Parent” and Schwinger Merger Sub Inc. as “Merger Sub.” In addition, throughout this Proxy Statement we refer to the Agreement and Plan of Merger, dated as of October 4, 2023, as it may be amended from time to time, by and among SP+, Parent and Merger Sub as the “Merger Agreement.”

The Special Meeting (page [●])

Date, Time and Place

The special meeting of SP+ stockholders (the “Special Meeting”) will be held on [●], 202[●], at the AON Center, 200 East Randolph Street, 70th Floor, Chicago, IL 60601 at [●], at [●] [a.m.] / [p.m.], Central Time.

Record Date; Shares Entitled to Vote

You are entitled to vote at the Special Meeting if you owned shares of common stock of SP+, par value $0.001 per share (“SP+ Common Stock”), at the close of business on [●], 202[●], the record date for the Special Meeting (the “Record Date”). You will have one vote at the Special Meeting for each share of SP+ Common Stock you owned at the close of business on the Record Date.

Purpose

At the Special Meeting, we will ask SP+ stockholders of record as of the Record Date to vote on proposals to (i) adopt the Merger Agreement, (ii) adjourn the Special Meeting to a later date or dates to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) to approve, by non-binding, advisory vote, compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger (collectively, the “Special Meeting Proposals”).

Quorum

As of the Record Date, there were approximately [●] shares of SP+ Common Stock outstanding and entitled to be voted at the Special Meeting. The holders of a majority of the issued and outstanding shares of SP+ Common Stock entitled to vote on the Special Meeting Proposals, represented in person or by proxy, will constitute a quorum at the Special Meeting. As a result, [●] shares must be represented by proxy or by stockholders present and entitled to vote at the Special Meeting to have a quorum.

Vote Required

The affirmative vote of a majority of the outstanding shares of SP+ Common Stock entitled to vote thereon at the Special Meeting is required to adopt the Merger Agreement. The affirmative vote of a majority of the shares of

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stock having voting power issued and outstanding and entitled to vote at the Special Meeting, represented in person or by proxy, and entitled to vote thereon, is required to approve the proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting. The affirmative vote of the holders of a majority of the shares of SP+ Common Stock, which are represented in person or by proxy at the Special Meeting and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger. This means that the proposal to adopt the Merger Agreement will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of shares of SP+ Common Stock entitled to vote thereon at the Special Meeting, the adjournment proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the shares of SP+ Common Stock having voting power issued and outstanding and entitled to vote at the Special Meeting represented in person or by proxy and entitled to vote thereon, and the proposal to approve compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of shares of SP+ Common Stock represented in person or by proxy at the Special Meeting and entitled to vote thereon. Abstentions will have the same effect as votes “AGAINST” the proposal to adopt the Merger Agreement, the adjournment proposal and the proposal to approve compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger. Because all of the proposals presented to stockholders will be considered non-routine matters, there will not be any broker non-votes at the Special Meeting.

Share Ownership of SP+’s Directors and Executive Officers

As of the Record Date, SP+’s directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [●] shares of SP+ Common Stock, representing approximately [●] percent ([●]%) of the outstanding shares of SP+ Common Stock. SP+’s directors and executive officers have informed SP+ that they currently intend to vote all of their shares of SP+ Common Stock (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) “FOR” the non-binding, advisory proposal regarding compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger.

How You Can Vote

You may cast your shares in any of four (4) ways:

If your shares of SP+ Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of SP+ Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction card with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” the Special Meeting Proposals by following the instructions provided on the voting instruction card.

YOUR VOTE IS VERY IMPORTANT. To avoid any delays in receiving your vote, we encourage all stockholders to vote electronically. Please submit your proxy via the Internet or by telephone by following the

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instructions on the enclosed proxy card. You may alternatively vote by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. We encourage you to submit your proxy card promptly—even if you plan to attend the Special Meeting. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed.

All shares entitled to vote and represented by properly submitted proxies (including those submitted via the Internet, by telephone and by mail) received before the polls are closed at the Special Meeting, and not revoked or superseded, will be voted at the Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy card, such shares will be voted by the proxy holders named on the enclosed proxy card according to the recommendation of SP+’s board of directors (the “Board”) “FOR” the Special Meeting Proposals.

Parties Involved in the Merger (page [●])

SP Plus Corporation

SP+ develops and integrates industry-leading technology with best-in-class operations management and support to deliver mobility solutions that enable the efficient and time-sensitive movement of people, vehicles, and personal travel belongings. With over 20,000 team members located throughout North America and Europe, SP+ is committed to providing solutions that make every moment matter for a world on the go.

SP+ Common Stock is currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SP.”

Metropolis Technologies, Inc.

Founded in 2017, Parent is a technology-enabled parking company. Parent operates approximately 500 facilities today and distinguishes itself by offering payment solutions that provide a better experience for motorists and lower costs for facility owners.

Schwinger Merger Sub Inc.

Merger Sub is a Delaware corporation and a direct, wholly owned subsidiary of Parent, formed on August 25, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Merger Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon the consummation of the Merger, Merger Sub will cease to exist. At the time at which the Merger will become effective (the “Effective Time”), the Surviving Corporation (as defined below) will be directly owned by Parent.

Parent and Merger Sub have obtained equity and debt financing commitments in an aggregate amount of $1,700,000,000 for the purpose of financing the transactions contemplated by the Merger Agreement. Eldridge Industries, LLC (“Eldridge,” and affiliates of Eldridge are referred to herein as “Eldridge Persons”), 3L Opportunities II-M, LP, Security Benefit Life Insurance Company (“Security Benefit”), an Eldridge Person, Stonebriar Commercial Finance LLC, an Eldridge Person, MSD Special Investments Fund II, L.P. (“MSD”), Vista Credit Partners, L.P. (“Vista”), Whitecap Investments PTE LTD (a Temasek Holdings (Private) Limited affiliated entity), Double Helix PTE Ltd, Delaware Life Insurance Company (“Delaware Life”), Amateras AEA Funding LP, Slow Metropolis, LLC, Assembly Ventures Fund I, L.P. and Selkirk Partners, LP (collectively, the “Metropolis Investors”), have committed to purchase (or to cause the purchase of), directly or indirectly through one or more intermediate entities, an aggregate of $1,050,000,000 of equity securities in Parent at or prior to the closing of the Merger, subject to the terms and conditions set forth in the equity commitment letter (the “Equity Financing”). Parent has also obtained a debt financing commitment in an aggregate amount of $650,000,000 from Maranon Capital, L.P. (“Maranon”), Security Benefit, MSD, Vista, and Delaware Life (collectively, the “Debt Commitment Lenders”) consisting of a senior secured term loan facility in an aggregate principal amount

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of $550,000,000 (the “Term Facility”) and a $100,000,000 senior secured revolving facility (the “Revolving Facility” and, together with the Term Facility, the “Debt Facilities”) to – among other things – fund a portion of the amounts payable in connection with the transactions contemplated by the Merger Agreement (the “Debt Financing” and, together with the Equity Financing, the “Financing”). The proceeds of the Term Facility may be used on the Closing Date (as defined in the section entitled “Summary—Conditions to the Closing of the Merger” beginning on page [●] of this Proxy Statement) (a) to (i) repay certain existing indebtedness of Parent, the Company and their respective subsidiaries, (ii) finance a portion of the purchase price and (iii) pay fees, expenses and other costs (including upfront fees and original issue discount) incurred in connection with the transactions contemplated by the Merger Agreement, and (b) if any proceeds of the Term Facility remain following the consummation of the Merger, for general corporate purposes. The proceeds of the Revolving Facility may be used (i) on the Closing Date to (A) finance a portion of the purchase price and to pay fees, expenses and other costs incurred in connection with the transactions contemplated by the Merger Agreement (including costs incurred in connection with such transactions), (B) cash collateralize, replace or provide credit support with respect to any existing letters of credit, bank guarantees, surety bonds or similar instruments outstanding on the Closing Date under facilities no longer available to SP+ or its subsidiaries as of the Closing Date, and (C) fund working capital needs of Parent and its subsidiaries (including to repay outstanding revolving loans under the Existing Credit Agreement (as defined below)); provided that amounts borrowed pursuant to clause (i)(A) on the Closing Date shall not exceed $70.0 million in the aggregate and (ii) after the Closing Date, solely to finance the working capital needs and for the general corporate purposes of Parent and its subsidiaries. For more information, please see the section entitled “The Merger—Financing of the Merger” beginning on page [●] of this Proxy Statement.

Effect of the Merger (page [●])

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the General Corporation Law of the State of Delaware (“DGCL”), at the Effective Time, Merger Sub shall be merged with and into SP+, whereupon the separate existence of Merger Sub shall cease, and SP+ shall continue under the name “SP Plus Corporation” as the surviving corporation (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. As a result of the Merger, the Surviving Corporation will become a wholly owned subsidiary of Parent and SP+ Common Stock will no longer be publicly traded. In addition, SP+ Common Stock will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case, in accordance with applicable laws, rules and policies, and SP+ will no longer file periodic reports with the U.S. Securities and Exchange Commission (the “SEC”) on account of SP+ Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur when a certificate of merger is received for filing by the Secretary of State of the State of Delaware (or at such later time as Parent, Merger Sub and SP+ may agree and specify in the certificate of merger).

Effect on SP+ if the Merger Is Not Consummated (page [●])

If the Merger Agreement is not adopted by SP+ stockholders or if the Merger is not consummated for any other reason, SP+ stockholders will not receive any payment for their shares of SP+ Common Stock. Instead, SP+ will remain an independent public company, the SP+ Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and we will continue to file periodic reports with the SEC on account of SP+ Common Stock. Under certain specified circumstances, SP+ may be required to pay Parent a termination fee upon the termination of the Merger Agreement, as described in the section entitled “Terms of the Merger Agreement—Termination Fees” beginning on page [●] of this Proxy Statement.

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Merger Consideration (page [●])

Upon the consummation of the Merger, each share of SP+ Common Stock issued and outstanding immediately prior to the Effective Time (other than shares (i) held by SP+ or any subsidiary of SP+ (including shares held as treasury stock), or held, directly or indirectly, by Parent or Merger Sub or any of their wholly owned subsidiaries (collectively, the “Excluded Shares”), which in each case will be canceled and retired for no consideration, and (ii) held by stockholders who are entitled to and have properly exercised and perfected their demands for appraisal rights under Delaware law (the “Dissenting Shares”)) will be converted into the right to receive $54.00 per share in cash, without interest (the “Merger Consideration”).

Recommendation of the Board and Reasons for the Merger (page [●])

On October 4, 2023, the Board, after considering various factors, including those described in the section entitled “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page [●] of this Proxy Statement, and after consultation with SP+’s independent legal and financial advisors, unanimously (i) approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of SP+ and its stockholders, (iii) resolved to recommend that the SP+ stockholders vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement and (iv) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the SP+ stockholders at a special meeting.

The Board unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the transactions contemplated thereby, (ii) “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by SP+ to its named executive officers in connection with the Merger and contemplated by the Merger Agreement.

Opinion of SP+’s Financial Advisor (page [●])

Morgan Stanley & Co. LLC (“Morgan Stanley”) was retained by SP+ to act as its financial advisor and to render a financial opinion in connection with a potential sale of SP+. SP+ selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s experience in transactions similar to the Merger, qualifications, expertise and reputation and its knowledge of SP+ and its business and the industries in which SP+ conducts its business. As part of this engagement, the Board requested that Morgan Stanley evaluate the fairness from a financial point of view of the Merger Consideration to be received by the holders of shares of SP+ Common Stock pursuant to the Merger Agreement. On October 4, 2023, Morgan Stanley rendered its oral opinion to the Board, which was subsequently confirmed by delivery of a written opinion, dated October 4, 2023, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the Merger Consideration to be received by the holders of shares of SP+ Common Stock pursuant to the Merger Agreement was fair from a financial point of view to the holders of shares of SP+ Common Stock, as set forth in such opinion as more fully described in the section of this Proxy Statement entitled “The Merger — Opinion of SP+’s Financial Advisor.”

The full text of Morgan Stanley’s written opinion to the Board, dated October 4, 2023, is attached as Annex B to this Proxy Statement and is incorporated by reference into this Proxy Statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. SP+ stockholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Board, in its capacity as such, and addressed only

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the fairness, from a financial point of view, as of the date of the opinion, of the Merger Consideration to be received by the holders of shares of SP+ Common Stock pursuant to the Merger Agreement. Morgan Stanley’s opinion does not address any other term or aspect of the Merger Agreement or the relative merits of the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith and does not address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to SP+, nor does it address the underlying business decision of SP+ to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or recommendation as to how the holders of SP+ Common Stock should vote at the Special Meeting. The summary of Morgan Stanley’s opinion set forth in this Proxy Statement is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

Interests of the Directors and Executive Officers of SP+ in the Merger (page [●])

When considering the recommendation of the Board that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that SP+’s directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by SP+ stockholders. These interests include the following:

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As used herein, “SP+ Equity Plan” means the SP Plus Corporation Long-Term Incentive Plan, as amended and restated, and as may be further amended from time to time.

See the section entitled “The Merger—Interests of the Directors and Executive Officers of SP+ in the Merger” beginning on page [●] of this Proxy Statement for a more detailed description of these interests.

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If the proposal to adopt the Merger Agreement is approved by SP+ stockholders, the shares of SP+ Common Stock held by SP+’s directors and executive officers will be treated in the same manner as outstanding shares of SP+ Common Stock held by all other SP+ stockholders entitled to receive the Merger Consideration.

Treatment of SP+ Equity and Performance-Based Cash Incentive Awards (page [●])

The Merger Agreement provides that SP+ equity awards that were granted under an SP+ Equity Plan that are outstanding immediately prior to the Effective Time will be subject to the following treatment as of the Effective Time.

SP+ RSUs

Each SP+ RSU that is outstanding immediately prior to the Effective Time will automatically vest (if unvested) and be canceled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of SP+ Common Stock underlying such SP+ RSU multiplied by (ii) the Merger Consideration.

SP+ PSUs

Each SP+ PSU that is outstanding immediately prior to the Effective Time will automatically be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of SP+ Common Stock underlying such SP+ PSU attributable to the percentage of the SP+ PSUs that vest as of immediately prior to the Effective Time (with vesting determined in accordance with the following sentence) multiplied by (ii) the Merger Consideration, and any SP+ PSUs that do not so vest will be canceled and terminated for no consideration. Each SP+ PSU (x) in respect of which the performance period has not expired as of the Effective Time shall vest determined based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (determined by pro-rating the performance metrics to reflect the shortened performance period) and (y) in respect of which the performance period has expired as of the Effective Time, shall vest based on actual level of performance through the end of the performance period, in each case, as determined in good faith consistent with past practices by the Board; provided that in the event the Effective Time occurs on or after December 31, 2024, each outstanding award of SP+ PSUs will vest immediately prior to the Effective Time, regardless of whether the performance period has expired as of the Effective Time, determined based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (determined by pro-rating the performance metrics to reflect the shortened performance period).

2023 Acceleration of SP+ RSUs, SP+ PSUs and Performance-Based Cash Incentive Awards

Each outstanding (i) SP+ RSU which was scheduled to vest on December 31, 2023 that was held by a disqualified individual (within the meaning of Section 280G of the Code) vested in full and settled in December 2023; and (ii) SP+ PSU and performance-based cash incentive award, in each case, for the performance period which was scheduled to end on December 31, 2023 that was held by a disqualified individual (within the meaning of Section 280G of the Code) vested and will be paid or was settled, as applicable, in December 2023, determined based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (which was equal to 200% of target performance for the SP+ PSUs and payout percentages ranging from 88% to 175% of target (after applying the company performance factor) for the SP+ performance-based cash incentive awards).

SP+ RSUs Granted After October 4, 2023

If the closing of the Merger does not occur on or before December 31, 2023, then SP+ may grant additional time-based SP+ RSUs to executives and other employees of SP+; provided that the aggregate target grant date fair value of such awards granted to executives and other employees in 2024 shall not exceed $10,700,000 (with the

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grant date fair value determined based on the Merger Consideration) and will be subject to a three-year vesting period and will vest on a pro-rata basis immediately prior to the Effective Time based on the number of days that have elapsed since the beginning of the vesting period, e.g., if the Effective Time occurs on June 30, 2024, then one-sixth (1/6th) of the SP+ RSUs underlying an applicable award will vest, with any portion of the SP+ RSUs underlying such award that does not vest being forfeited for no consideration at the Effective Time.

SP+ Annual Cash Awards Granted After October 4, 2023

If the closing of the Merger does not occur on or before December 31, 2023, SP+ may make time- and/or performance-based annual cash award grants to executives and other employees; provided that the aggregate dollar value of such awards granted to executives and other employees in 2024 shall not exceed $10,400,000 and will be subject to a one-year vesting period and vest on a pro-rata basis immediately prior to the Effective Time based on the number of days that have elapsed since the beginning of the vesting period, e.g., if the Effective Time occurs on June 30, 2024, then one-half (¹⁄₂) of such awards shall vest, with any portion of such awards that does not vest being forfeited for no consideration at the Effective Time.

Financing of the Merger (page [●])

The total amount of funds necessary to consummate the Merger and related transactions, including payment of related fees and expenses, is presently anticipated to be approximately $1,659,000,000, which will be funded with the net proceeds of the Financing.

The Equity Financing will be on the terms and conditions set forth in the equity commitment letter (the “Equity Commitment Letter”), dated as of October 4, 2023, pursuant to which certain Metropolis Investors provided commitments to provide equity capital to Parent in an aggregate amount of $1,050,000,000 in cash, in immediately available U.S. funds, to be used to pay amounts required to be paid pursuant to the Merger Agreement by Parent or Merger Sub, as applicable, in each case, pursuant to and in accordance with the terms, and subject to the conditions, of the Merger Agreement. Funding of the Equity Financing is subject to the satisfaction of the conditions set forth in the Equity Commitment Letter.

The Debt Financing is on the terms and conditions set forth in the commitment letter, dated as of October 4, 2023, from the Debt Commitment Lenders (the “Debt Commitment Letter,” and, together with the Equity Commitment Letter, the “Financing Commitments”), pursuant to which the Debt Commitment Lenders have provided commitments in respect of (i) a Term Facility in an aggregate principal amount of $550,000,000 and (ii) a Revolving Facility in a principal amount of up to $100,000,000. Funding of the Debt Financing is subject to the satisfaction of the conditions set forth in the Debt Commitment Letter. See the section entitled “The Merger—Financing of the Merger” beginning on page [●] of this Proxy Statement.

U.S. Federal Income Tax Considerations of the Merger (page [●])

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Considerations of the Merger” beginning on page [●] of this Proxy Statement) in exchange for such U.S. Holder’s shares of SP+ Common Stock pursuant to the Merger will be a taxable transaction. In general, such U.S. Holder’s gain or loss will be an amount equal to the difference, if any, between the cash such U.S. Holder receives pursuant to the Merger and such U.S. Holder’s adjusted tax basis in the shares of SP+ Common Stock surrendered in the Merger.

If you are a Non-U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Considerations of the Merger” beginning on page [●] of this Proxy Statement), the Merger will generally not result in U.S. federal income tax to you unless you have certain connections with the United States, but you may be subject to U.S. backup withholding tax unless you comply with certain certification procedures or otherwise establish a valid exemption from U.S. backup withholding taxes.

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For a more complete description of the U.S. federal income tax considerations of the Merger, see the section entitled “The Merger—U.S. Federal Income Tax Considerations of the Merger” beginning on page [●] of this Proxy Statement.

Holders of SP+ Common Stock should consult their tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Regulatory Approvals Required for the Merger (page [●])

Under the Merger Agreement, the Merger cannot be consummated until the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated or early termination thereof shall have been granted. SP+ and Parent each made their respective filings required under the HSR Act on December 4, 2023.

Legal Proceedings Regarding the Merger (page [●])

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to SP+, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that no governmental authority of the United States shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

Restrictions on Solicitations of Other Offers (page [●])

For purposes of this Proxy Statement, each of the terms “Alternative Acquisition Proposal” and “Superior Proposal” is defined in the section entitled “Terms of the Merger Agreement—Restrictions on Solicitations of Other Offers” beginning on page [●] of this Proxy Statement.

Non-Solicitation of Offers

Under the Merger Agreement, from the date of the Merger Agreement until the Effective Time or the termination of the Merger Agreement, subject to certain exceptions, SP+ cannot, and must cause its subsidiaries and its and their respective directors and officers not to, and must instruct and use its reasonable best efforts to cause its other representatives not to, (i) solicit, initiate, propose, induce or knowingly encourage or knowingly facilitate the making or submission of any offer, inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Alternative Acquisition Proposal, including by providing or furnishing to any person (other than Parent and its representatives) any non-public information or data relating to SP+, any of its subsidiaries or their respective businesses, properties or assets and affording access to any personnel of SP+ or its subsidiaries to any person (other than Parent and its representatives), in each case, in connection with an Alternative Acquisition Proposal, (ii) continue, enter into, engage in or otherwise participate in any discussions or negotiations with any person regarding any Alternative Acquisition Proposal (or inquiries, offers or proposals or any other effort or attempt that could reasonably be expected to lead to an Alternative Acquisition Proposal) or (iii) enter into any agreement with respect to an Alternative Acquisition Proposal (subject to certain exceptions).

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Change of Recommendation; Alternative Acquisition Agreements (page [●])

Except as described in the paragraph below, under the terms of the Merger Agreement, the Board cannot make a “Change of Recommendation” (as defined in the section entitled “Terms of the Merger Agreement—Change of Recommendation; Alternative Acquisition Agreements” beginning on page [●] of this Proxy Statement).

Under the Merger Agreement, under certain circumstances and subject to certain requirements described in the section entitled “Terms of the Merger Agreement—Change of Recommendation; Alternative Acquisition Agreements” beginning on page [●] of this Proxy Statement, the Board is entitled to make a Change of Recommendation prior to obtaining the affirmative vote in favor of adoption of the Merger Agreement by a majority of the outstanding shares of SP+ Common Stock entitled to vote thereon at the Special Meeting (the “SP+ Stockholder Approval”) in respect of a bona fide written Alternative Acquisition Proposal that did not result from or arise out of a breach of the Merger Agreement for which the Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such Alternative Acquisition Proposal constitutes a Superior Proposal and that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law (subject to certain notice requirements to Parent and an opportunity given to Parent to liaise with SP+ and its outside legal and financial advisors). In addition, at any time prior to obtaining the SP+ Stockholder Approval, in response to an Intervening Event (as defined in the section entitled “Terms of the Merger Agreement—Change of Recommendation; Alternative Acquisition Agreements” beginning on page [●] of this Proxy Statement), the Board may make a Change of Recommendation if (i) SP+ first provides Parent with notice of the Board’s intent to do so and an opportunity to liaise with SP+ and its outside legal and financial advisors in good faith over a four (4) business day period and (ii) the Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, subject to certain requirements described in the section entitled “Terms of the Merger Agreement—Change of Recommendation; Alternative Acquisition Agreements” beginning on page [●] of this Proxy Statement.

In addition, under certain circumstances and subject to certain requirements described in the section entitled “Terms of the Merger Agreement—Change of Recommendation; Alternative Acquisition Agreements” beginning on page [●] of this Proxy Statement, SP+ is entitled to enter into a definitive agreement (an “Alternative Acquisition Agreement”) with respect to an Alternative Acquisition Proposal (concurrently with the termination of the Merger Agreement and subject to the payment of a termination fee by SP+) prior to obtaining the SP+ Stockholder Approval, if (i) SP+ complies with certain notice requirements to Parent and provides to Parent an opportunity to liaise with SP+ and its outside legal and financial advisors and (ii) the Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such Alternative Acquisition Proposal constitutes a Superior Proposal and that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law.

Employee Benefits (page [●])

Employees of SP+ or its subsidiaries immediately prior to the Effective Time who remain employees of Parent, the Surviving Corporation or any of their affiliates following the Effective Time are hereinafter referred to as the “Continuing Employees.”

For the period commencing at the Effective Time and ending on the one (1)-year anniversary thereof or such shorter period during which the applicable Continuing Employee remains in continued employment with SP+, the Surviving Corporation or any of their affiliates (such period, the “Continuation Period”), Parent shall, or shall cause the Surviving Corporation or any of their respective affiliates to, provide for each Continuing Employee (i) at least the same base salary and wage rate provided to such Continuing Employee immediately prior to the Effective Time, (ii) target short-term cash bonus opportunities (excluding equity, equity-based, retention and long-term incentive compensation, nonqualified deferred compensation, retiree health or welfare and defined benefit pension benefits) that are substantially comparable in the aggregate to those opportunities provided to each such Continuing

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Employee by SP+ or its subsidiaries immediately prior to the Effective Time (for the avoidance of doubt, other than one-time, retention or special non-ordinary incentive compensation opportunities payable in connection with, or as a result of, the transactions contemplated by the Merger Agreement), and (iii) employee benefits (excluding retention, nonqualified deferred compensation, equity, equity-based, and long-term incentive compensation, retiree health or welfare and defined benefit pension benefits) that are no less favorable in the aggregate (including with respect to the proportion of employee cost) to the employee benefits provided to such Continuing Employee under SP+’s employee benefit plans immediately prior to the Effective Time; provided, however, that the terms and conditions of employment for any Continuing Employee subject to a collective bargaining agreement or works council agreement shall be in accordance with the applicable collective bargaining agreement or works council agreement (as the same may be amended, restated or replaced from time to time).

Without limiting the generality of the foregoing, during the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation or any of their respective affiliates to provide to each Continuing Employee whose employment is terminated by the Surviving Corporation or any of its affiliates during such period under the circumstances that would have entitled such Company Employee (as defined in the section entitled “Terms of the Merger Agreement—Conduct of Business Pending the Merger” beginning on page [●] of this Proxy Statement) to severance benefits if such termination had occurred prior to the Effective Time, severance payments and benefits that are no less favorable than the severance payments and benefits that such Continuing Employee would have been eligible to receive upon a termination of employment under any applicable severance plan, policy, practice or arrangement sponsored or maintained by SP+ or any of its subsidiaries in accordance with the terms of such arrangement as in effect as of the date of the Merger Agreement; provided that such Continuing Employee may be required to execute a release of claims in SP+’s standard form made available to Parent (as such form may be modified by Parent to include a release of claims in favor of Parent, the Surviving Corporation and their respective affiliates).

Notwithstanding the foregoing, the employee benefits and severance payments for any Continuing Employees who are subject to collective bargaining agreements or works council agreements shall be provided in accordance with the terms of the applicable collective bargaining agreements or works council agreements.

In addition, Parent shall use commercially reasonable efforts to cause the Continuing Employees to receive service credit under the New Plans (as defined in the section entitled “Terms of the Merger Agreement—Employee Benefits” beginning on page [●] of this Proxy Statement) for service with SP+ and its subsidiaries to the same extent such service credit was granted under an analogous SP+ employee benefit plan immediately prior to the Effective Time, subject to certain exceptions, as further described in the section entitled “Terms of the Merger Agreement—Employee Benefits” beginning on page [●] of this Proxy Statement.

Efforts to Close the Merger (page [●])

SP+, Parent and Merger Sub have agreed to use their respective reasonable best efforts to consummate and make effective the transactions contemplated by the Merger Agreement and to cause the conditions to the closing of the Merger to be satisfied as expeditiously as possible, including, among other things, using reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, consents and approvals from governmental authorities necessary in connection with the consummation of the transactions contemplated by the Merger Agreement, and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid any action by, any governmental authority necessary in connection with the consummation of the transactions contemplated by the Merger Agreement (other than, in each case, as may be required under certain SP+ contracts as provided in the Merger Agreement), (ii) the defending of any lawsuits or other legal proceedings challenging the Merger Agreement or the consummation of the transactions contemplated thereby and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the Merger and any other transactions to be performed or consummated by such party in accordance with the terms of the Merger Agreement and to carry out fully the purposes of the Merger Agreement.

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In furtherance thereof, the parties have agreed (i) not to enter into any agreement with any governmental authority not to consummate the transactions contemplated by the Merger Agreement, except with the prior written consent of the other parties and (ii) to take (and cause their affiliates to take) as expeditiously as possible any and all steps necessary or as may be required by any governmental authority to avoid or eliminate each and every impediment and obtain all consents under any antitrust laws that may be required by any governmental authority so as to enable the parties to consummate the transactions contemplated by the Merger Agreement, including the Merger, as expeditiously as possible, including committing to (whether prior to submitting the initial filing under the HSR Act or thereafter) and effecting, by consent decree, hold separate order, trust or otherwise, (A) selling, divesting, licensing or otherwise disposing of, or holding separate and agreeing to sell, divest, license or otherwise dispose of, (1) any assets of Parent, Merger Sub or their respective affiliates or (2) the assets of SP+ or certain of its subsidiaries as specified in the Merger Agreement; provided that no such divestiture action in this clause (A) shall be required if such divestiture action would have a material adverse effect on Parent and its subsidiaries (including the Surviving Corporation), taken as a whole (after giving effect to the Merger) (in which case, for the avoidance of doubt, Parent shall be permitted to omit to take such divestiture action so long as it pays, or causes to be paid, the reverse termination fee as provided in the Merger Agreement), (B) terminating, amending or assigning existing relationships and contractual rights and obligations of Parent, Merger Sub or any of their respective affiliates, (C) requiring Parent, Merger Sub or any of their respective affiliates to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any third party and (D) imposing limitations on Parent, Merger Sub or any of their respective affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets. Notwithstanding the foregoing, SP+ will not be required to cooperate with respect to, or agree to take, any of the actions in the preceding sentence that relate to SP+ assets except for the assets of SP+ or certain of its subsidiaries as specified in the Merger Agreement. In addition, Parent and Merger Sub have agreed not to, and to not permit any of their affiliates to, (i) acquire or agree to acquire any business of any person or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests or (ii) take or agree to take any other action, in each case that would (a) impose any material delay in obtaining, or materially increase the risk of not obtaining, approval from, or avoiding an action by, any governmental authority necessary to consummate the transactions contemplated by the Merger Agreement or the expiration or termination of any applicable waiting period, (b) materially increase the risk of any governmental authority entering an order prohibiting the consummation of the transactions contemplated by the Merger Agreement or (c) otherwise materially delay or prevent the consummation of the transactions contemplated by the Merger Agreement.

Conditions to the Closing of the Merger (page [●])

The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent not prohibited by law) waiver by SP+, Parent and Merger Sub at or prior to the Effective Time of the following conditions:

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The obligations of Parent and Merger Sub to consummate the Merger are also subject to the satisfaction or (to the extent not prohibited by law) waiver by Parent at or prior to the Effective Time of the following conditions:

The obligations of SP+ to consummate the Merger are also subject to the satisfaction or (to the extent not prohibited by law) waiver by SP+ at or prior to the Effective Time of the following conditions:

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Termination of the Merger Agreement (page [●])

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the SP+ Stockholder Approval is obtained:

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Termination Fees (page [●])

SP+ is required to pay to an account or accounts designated by Parent a termination fee and expense reimbursement amount if the Merger Agreement is terminated under the following circumstances:

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The termination fee payable by SP+ in the above situations is an aggregate amount of $30,000,000 plus reimbursement of Parent expenses in an amount not to exceed $5,000,000 (solely to the extent not previously paid by SP+). As used herein, the term “Qualifying Transaction” means an Alternative Acquisition Proposal, except that references to “twenty percent (20%)” in the definition of “Alternative Acquisition Proposal” shall be deemed to be references to “fifty percent (50%).”

If SP+ or Parent terminates the Merger Agreement because the SP+ Stockholder Approval is not obtained at the Stockholders’ Meeting, the amount payable by SP+ in this situation is reimbursement of Parent expenses in an amount not to exceed $7,500,000. Eldridge Persons are entitled to receive half of the termination fee and transaction expense amount payable by SP+ under the Merger Agreement.

Parent is required to pay to SP+ a reverse termination fee if the Merger Agreement is terminated under the following circumstances:

The termination fee amount payable by Parent in the above situations is $60,000,000.

Enforcement Expenses (page [●])

If SP+ or Parent, as applicable, fails to pay promptly the termination fee and expense reimbursement amount or the reverse termination fee, respectively, such party must pay the other party its reasonable costs and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the unpaid amount accruing from its due date, at an interest rate per annum equal to two percentage points in excess of the prime commercial lending rate quoted by The Wall Street Journal; provided, however, that in no event shall such payment exceed $5,000,000.

Specific Performance (page [●])

Parent, Merger Sub and SP+ are entitled to specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement (including the right of each party to cause the other parties to consummate the Merger and the other transactions contemplated by the Merger Agreement and the right of SP+ to cause Parent to fully enforce the terms of the Equity Commitment Letter against the Metropolis Investors, subject to the terms set forth therein), in addition to any other remedy to which they are entitled at law or in equity; provided that under no circumstances will a party be permitted or entitled to

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receive both a grant of specific performance that results in the occurrence of the closing of the Merger and monetary damages (including any termination fee, reverse termination fee, or monetary damages in lieu of specific performance). If a party brings an action to specifically enforce the performance of the terms and provisions of the Merger Agreement (other than an action to enforce specifically any provision that expressly survives the termination of the Merger Agreement), the Termination Date will automatically be extended to (i) the fifth (5^th) business day following the resolution of such action or (ii) such other time period established by the court presiding over such action.

Market Prices and Dividend Data (page [●])

SP+ Common Stock is listed on Nasdaq under the symbol “SP+.” The closing price of SP+ Common Stock on October 3, 2023, the last trading day prior to the Board’s approval of the Merger Agreement, was $35.36 per share. On [●], 202[●], the latest practicable trading day before the date of this Proxy Statement, the closing price of SP+ Common Stock was $[●] per share.

Under the terms of the Merger Agreement, between the date of the Merger Agreement and the earlier of the Effective Time or the termination of the Merger Agreement, neither SP+ nor any of its subsidiaries may, subject to certain exceptions, authorize, declare, pay or make any dividends or other distributions without the written consent of Parent.

Appraisal Rights (page [●])

If the Merger Agreement is adopted by SP+ stockholders, shares held by stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly exercise and perfect their demand for appraisal rights under Section 262 of the DGCL shall not be converted into the right to receive the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL. This means that SP+ stockholders will be entitled to have their shares of SP+ Common Stock appraised by the Court of Chancery and to receive payment in cash of the “fair value” of such shares of SP+ Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value, as determined by the Court of Chancery. SP+ stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must, among other things, submit a written demand for appraisal to SP+ before the vote is taken on the adoption of the Merger Agreement, you must not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement and you must continue to hold the shares of SP+ Common Stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement in the section entitled “Appraisal Rights” beginning on page [●] of this Proxy Statement, which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL and a copy of the applicable statutory provisions are accessible, without subscription or cost, at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. If you hold your shares of SP+ Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities

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account statement containing such information or a letter from a broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the surviving corporation under Section 262 of the DGCL and to be set forth on the verified listed required by Section 262(f) of the DGCL.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as an SP+ stockholder. You are encouraged to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page [●] of this Proxy Statement.

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For holders in street name: If your shares of SP+ Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of SP+ Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction card with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” the Special Meeting Proposals by following the instructions provided on the voting instruction card.

If you submit your proxy by Internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of SP+ Common Stock will be voted in accordance with your instructions.

Even if you plan to attend the Special Meeting and vote by ballot, you are encouraged to vote your shares of SP+ Common Stock by proxy. If you are a stockholder of record or if you obtain a valid legal proxy to vote shares which you beneficially own and wish to change your vote, you may still vote your shares of SP+ Common Stock by ballot at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting and vote by ballot, your previous vote by proxy will not be counted.

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The Board unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the transactions contemplated thereby, (ii) “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by SP+ to its named executive officers in connection with the Merger and contemplated by the Merger Agreement.

Under certain specified circumstances, SP+ may be required to pay Parent a termination fee, as described in the section entitled “Terms of the Merger Agreement—Termination Fees” beginning on page [●] of this Proxy Statement.

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As of [●], 202[●], the Record Date for determining who is entitled to vote at the Special Meeting, there were approximately [●] shares of SP+ Common Stock issued and outstanding. Each holder of SP+ Common Stock is entitled to one vote per share of SP+ Common Stock owned by such holder as of the Record Date.

If your shares are held through a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name.” In that case, this Proxy Statement has been forwarded to you by your broker, bank

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or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the Special Meeting Proposals, your broker, bank or other nominee may not vote your shares with respect to the Special Meeting Proposals.

If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

Your latest dated proxy card, Internet or telephone vote is the one that is counted.

If your shares are held in street name by a broker, bank or other nominee, you may change your voting instructions by following the instructions of your broker, bank or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy card will be voted (i) “FOR” the proposal to adopt the Merger Agreement, (ii) “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting, and (iii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger.

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For SP+ stockholders of record: Please call Morrow Sodali LLC at (800) 662-5200.

For holders in street name: Please contact your account representative at your broker, bank or other similar institution.

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For a more complete description of the U.S. federal income tax considerations of the Merger, see the section entitled “The Merger—U.S. Federal Income Tax Considerations of the Merger” beginning on page [●] of this Proxy Statement.

If the Merger is completed, each SP+ PSU that is outstanding immediately prior to the Effective Time will automatically be canceled and converted into the right to receive an amount in cash, without interest, equal

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to (i) the number of shares of SP+ Common Stock underlying such SP+ PSU attributable to the percentage of the SP+ PSUs that vest as of immediately prior to the Effective Time (with vesting determined in accordance with the following sentence) multiplied by (ii) the Merger Consideration, and any SP+ PSUs that do not so vest will be canceled and terminated for no consideration. Each SP+ PSU (x) in respect of which the performance period has not expired as of the Effective Time shall vest determined based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (determined by pro-rating the performance metrics to reflect the shortened performance period) and (y) in respect of which the performance period has expired as of the Effective Time, shall vest based on actual level of performance through the end of the performance period, in each case, as determined in good faith consistent with past practices by the Board; provided that in the event the Effective Time occurs on or after December 31, 2024, each outstanding SP+ PSU will vest immediately prior to the Effective Time, regardless of whether the performance period has expired as of the Effective Time, determined based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (determined by pro-rating the performance metrics to reflect the shortened performance period).

Notwithstanding the foregoing, (i) each outstanding SP+ RSU which was scheduled to vest on December 31, 2023 that was held by a disqualified individual (within the meaning of Section 280G of the Code) vested in full and settled in December 2023; and (ii) each outstanding SP+ PSU for the performance period which was scheduled to end on December 31, 2023 that was held by a disqualified individual (within the meaning of Section 280G of the Code) vested and settled in December 2023, determined based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (which was equal to 200% of target performance).

If the closing of the Merger does not occur on or before December 31, 2023, then SP+ may grant additional time-based SP+ RSUs to executives and other employees of SP+; provided that the aggregate target grant date fair value of such awards granted to executives and other employees in 2024 shall not exceed $10,700,000 (with the grant date fair value determined based on the Merger Consideration) and will be subject to a three-year vesting period and will vest on a pro-rata basis immediately prior to the Effective Time based on the number of days that have elapsed since the beginning of the vesting period, e.g., if the Effective Time occurs on June 30, 2024, then one-sixth (1/6th) of the SP+ RSUs underlying an applicable award will vest, with any portion of the SP+ RSUs underlying such award that does not vest being forfeited for no consideration at the Effective Time.

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Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, Connecticut 06902

Stockholders May Call: (800) 662-5200

Banks and Brokers May Call Collect: (203) 658-9395

Email: SP@investor.morrowsodali.com

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement, and the documents to which SP+ refers you in this Proxy Statement, as well as information included in oral statements or other written statements made or to be made by SP+ or on SP+’s behalf, contain certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the Merger. These forward-looking statements are based on SP+’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Merger and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by SP+, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,” “expect,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Merger and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include (i) the completion of the Merger on anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the closing of the Merger; (ii) the ability of Parent to obtain the necessary financing arrangements set forth in the Financing Commitments received in connection with the Merger; (iii) potential litigation relating to the Merger that could be instituted against Parent, SP+ or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Merger will harm SP+’s business, including current plans and operations; (v) the ability of SP+ to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (vii) continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic developments affecting SP+’s business; (ix) general economic and market developments and conditions; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect SP+’s financial performance; (xi) certain restrictions during the pendency of the Merger that may impact SP+’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as SP+’s response to any of the aforementioned factors; (xiii) significant transaction costs associated with the Merger; (xiv) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring SP+ to pay a termination fee or other expenses; (xvi) competitive responses to the Merger; (xvii) the risks and uncertainties pertaining to SP+’s business, including those set forth in Part I, Item 1A of SP+’s most recent Annual Report on Form 10-K and Part II, Item 1A of SP+’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by SP+ with the SEC; and (xvii) the risks and uncertainties described in this Proxy Statement. While the list of factors presented in this Proxy Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on SP+’s financial condition, results of operations, credit rating or liquidity. These forward-looking statements speak only as of the date they are made, and SP+ does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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All of the forward-looking statements SP+ makes in this Proxy Statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information in SP+’s consolidated financial statements and notes thereto included in our most recent filing on Form 10-K for the fiscal year ended December 31, 2022 and subsequent periodic and interim report filings (see the section entitled “Where You Can Find More Information” beginning on page [●] of this Proxy Statement).

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This Proxy Statement is being furnished to SP+ stockholders as a part of the solicitation of proxies by the Board for use at the Special Meeting to be held on [●], 202[●], at the AON Center, 200 East Randolph Street, 70th Floor, Chicago, IL 60601 at [●], at [●] [a.m.] / [p.m.], Central Time, or at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the Special Meeting, SP+ stockholders will be asked to consider and vote on proposals to:

Record Date; Shares Entitled to Vote; Quorum

Only SP+ stockholders of record as of the close of business on the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our principal executive offices located at 200 E. Randolph Street, Suite 7700, Chicago, Illinois 60601-7702, during regular business hours for a period of no less than ten (10) days before the Special Meeting and at the place of the Special Meeting during such meeting.

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Special Meeting, holders of shares having a majority of the issued and outstanding shares of SP+ Common Stock entitled to vote at the Special Meeting must be represented in person or by proxy at the Special Meeting. Shares that abstain from voting on any proposal will be treated as shares that are present and entitled to vote at the Special Meeting for purposes of determining whether a quorum is present. In the event a quorum is not present, it is expected that the Special Meeting will be adjourned to permit solicitation of additional proxies in accordance with the Merger Agreement.

With respect to shares held in street name, your broker, bank or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters, but cannot vote such uninstructed shares on “non-routine” matters. A “broker non-vote” occurs on a particular matter when (i) a broker, bank or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the broker, bank or other nominee with such instructions or the broker, bank or other nominee chooses not to vote on a “routine” matter for which it does have discretionary voting authority. Under NYSE rules, all of the proposals to be presented to SP+ stockholders at the Special Meeting are considered “non-routine” matters and therefore, brokers that hold your shares would not have discretionary authority to vote your shares without receiving instructions from you on such matters. Accordingly, there will not be any “broker non-votes” at the Special Meeting.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of a majority of the outstanding shares of SP+ Common Stock entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of a majority of the shares of stock having voting

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power issued and outstanding and entitled to vote at the Special Meeting, represented in person or by proxy, and entitled to vote thereon, is required to approve the proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting. The affirmative vote of the holders of a majority of the shares of SP+ Common Stock, which are represented in person or by proxy at the Special Meeting and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger. This means that the proposal to adopt the Merger Agreement will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of shares of SP+ Common Stock entitled to vote thereon at the Special Meeting, the adjournment proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the shares of SP+ Common Stock having voting power issued and outstanding and entitled to vote at the Special Meeting represented in person or by proxy and entitled to vote thereon, and the proposal to approve compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of shares of SP+ Common Stock represented in person or by proxy at the Special Meeting and entitled to vote thereon. Abstentions will have the same effect as votes “AGAINST” the proposal to adopt the Merger Agreement, the adjournment proposal and the proposal to approve compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger. Because all of the proposals presented to stockholders will be considered non-routine matters, there will not be any broker non-votes at the Special Meeting.

Shares Held by SP+’s Directors and Executive Officers

As of the Record Date, SP+’s directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [●] shares of SP+ Common Stock, representing approximately [●] percent ([●]%) of the outstanding shares of SP+ Common Stock. SP+’s directors and executive officers have informed SP+ that they currently intend to vote all of their shares of SP+ Common Stock (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) “FOR” the non-binding, advisory proposal regarding compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger.

Voting of Proxies

If your shares are registered directly in your name with SP+’s transfer agent, Continental Stock Transfer and Trust, you may cause your shares to be voted by submitting electronically over the Internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. We encourage all stockholders to vote electronically. Alternatively, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. Based on your proxy cards or Internet or telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend and desire to vote at the Special Meeting, you will be provided with a ballot at the Special Meeting. Please note that if your shares of SP+ Common Stock are held of record by a broker, bank or other nominee, and you decide to attend and vote at the Special Meeting, your vote by ballot at the Special Meeting will not be effective unless you present a legal proxy, issued in your name from your broker, bank or other nominee. Even if you plan to attend the Special Meeting, we encourage you to submit your proxy to vote your shares in advance of the Special Meeting.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the

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instructions on such proxies. Properly executed proxies that do not contain voting instructions will be voted (i) “FOR” adoption of the Merger Agreement, (ii) “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger. No proxy that is specifically marked against adoption of the Merger Agreement will be voted in favor of the adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting or the proposed compensation arrangements for SP+’s named executive officers in connection with the Merger, unless it is specifically marked “FOR” the approval of such proposals.

If your shares of SP+ Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of SP+ Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction card with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” the Special Meeting Proposals by following the instructions provided on the voting instruction card. If you do not vote via the Internet or telephone through your broker, bank or other nominee or do not return your broker’s, bank’s or other nominee’s voting form, and do not attend the Special Meeting and vote with a proxy from your broker, bank or other nominee, it will be counted as a vote “AGAINST” the proposal to adopt the Merger Agreement and will not have any effect on the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger.

How You May Change or Revoke Your Vote

You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting, by voting by ballot at the Special Meeting. If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by SP+’s Corporate Secretary prior to the Special Meeting.

If your shares are held in street name by a broker, bank or other nominee, you may change your voting instructions by following the instructions of your broker, bank or other nominee. You may also vote at the Special Meeting by ballot if you register in advance to attend the Special Meeting following the procedures described below and if you provide a valid legal proxy from your broker, bank or other nominee.

Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow SP+ stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting which was adjourned, recessed or postponed.

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Tabulation of Votes

All votes will be tabulated by the inspector of elections appointed for the Special Meeting. The inspector of elections will separately tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

The cost of this proxy solicitation will be borne by SP+. Our directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of SP+ Common Stock.

SP+ has retained Morrow Sodali as its proxy solicitor. Morrow Sodali will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Morrow Sodali, Morrow Sodali will receive an estimated fee of $14,000, plus reimbursement of its disbursements on SP+’s behalf.

Anticipated Date of Consummation of the Merger

The transaction is expected to close in 2024, subject to customary closing conditions, including approval by the Company’s stockholders and the receipt of regulatory approvals.

Attending the Special Meeting

Only stockholders as of the Record Date are entitled to attend the Special Meeting. You must present valid identification containing a photograph, such as a driver’s license or passport. If you are the stockholder of record, your name will be verified against a list of stockholders of record on the Record Date prior to being admitted to the Special Meeting. If you hold your shares indirectly through a broker, you must bring (i) an acceptable form of identification, such as a driver’s license, (ii) a “legal proxy” form from the broker, and (iii) an account statement or other acceptable evidence showing that you were the beneficial owner of shares of our common stock on the Record Date.

Stockholders of record are reminded that they can vote their shares prior to the Special Meeting over the Internet using the website indicated on the proxy card, by telephone using the toll-free number on the proxy card or by signing, dating and returning the proxy card in the postage-paid envelope previously provided. We encourage stockholders to vote electronically. If you have submitted your vote by proxy in advance of the Special Meeting, you do not need to vote by ballot, unless you wish to change your vote.

Beneficial owners of shares held in street name are reminded that they can instruct their brokers, banks or other nominees to vote their shares prior to the Special Meeting by following the directions on the voting instruction card to provide their instructions over the Internet, by telephone or by signing, dating and returning the voting instruction card in the postage-paid envelope previously provided. We encourage stockholders to submit their instructions to their brokers, banks or other nominees electronically. If you have submitted your instructions to your broker, bank or other nominee in advance of the Special Meeting, you do not need to vote by ballot, unless you wish to change your vote. Please note that if you request a legal proxy from your broker, bank or other nominee, it will automatically revoke any instructions you may have previously given to that broker, bank or other nominee.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 or by emailing SP@investor.morrowsodali.com. Brokers, banks and other nominees may call (203) 658-9395.

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Householding of Special Meeting Materials

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.

SP+ will promptly deliver a separate copy of this Proxy Statement to any stockholder upon request submitted in writing to us at our principal offices at 200 E. Randolph Street, Suite 7700, Chicago, Illinois 60601-7702, Attention: Secretary, or by email at investor_relations@spplus.com, or if you contact us by telephone at (312) 274-2000.

If two or more stockholders sharing the same address are currently receiving multiple copies of this proxy statement and would like to receive only one copy for their household, the stockholders should contact their bank, broker or other nominee record holder, or contact us as instructed above.

Rights of Stockholders Who Seek Appraisal

If the Merger Agreement is adopted by SP+ stockholders, shares held by stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly exercise and perfect their demand for appraisal rights under Section 262 of the DGCL shall not be converted into the right to receive the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL. This means that SP+ stockholders will be entitled to have their shares of SP+ Common Stock appraised by the Court of Chancery and to receive payment in cash of the “fair value” of such shares of SP+ Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value, as determined by the Court of Chancery. SP+ stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must, among other things, submit a written demand for appraisal to SP+ before the vote is taken on the adoption of the Merger Agreement, you must not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement and you must continue to hold the shares of SP+ Common Stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement in the section entitled “Appraisal Rights” beginning on page [●] of this Proxy Statement, which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is accessible, without subscription or cost, at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein to this Proxy Statement. If you hold your shares of SP+ Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the surviving corporation under Section 262 of the DGCL and to be set forth on the verified listed required by Section 262(f) of the DGCL.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

THE MERGER

The discussion of the Merger in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated herein by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Additional information about SP+ may be found elsewhere in this Proxy Statement and in SP+’s other public filings. See the section entitled “Where You Can Find More Information” beginning on page [●] of this Proxy Statement.

Parties Involved in the Merger

SP Plus Corporation

200 E. Randolph Street, Suite 7700

Chicago, Illinois 60601-7702

Phone: 312-274-2000

SP+ develops and integrates industry-leading technology with best-in-class operations management and support to deliver mobility solutions that enable the efficient and time-sensitive movement of people, vehicles, and personal travel belongings. With over 20,000 team members located throughout North America and Europe, SP+ is committed to providing solutions that make every moment matter for a world on the go.

SP+ Common Stock is currently listed on Nasdaq under the symbol “SP.”

Metropolis Technologies, Inc.

501 Santa Monica Blvd, Suite #200

Santa Monica, CA 90401

Phone: 615-238-2250

Founded in 2017, Parent is a technology-enabled parking company. Parent operates approximately 500 facilities today and distinguishes itself by offering payment solutions that provide a better experience for motorists and lower costs for facility owners.

Schwinger Merger Sub Inc.

501 Santa Monica Blvd, Suite #200

Santa Monica, CA 90401

Phone: 615-238-2250

Merger Sub is a Delaware corporation and a direct, wholly owned subsidiary of Parent, formed on August 25, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Merger Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon the consummation of the Merger, Merger Sub will cease to exist. At the Effective Time, the Surviving Corporation will be directly owned by Parent.

Parent and Merger Sub have obtained equity and debt financing commitments in an aggregate amount of $1,700,000,000 for the purpose of financing the transactions contemplated by the Merger Agreement. The Metropolis Investors have committed to purchase (or to cause the purchase of), directly or indirectly through one

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or more intermediate entities, an aggregate of $1,050,000,000 of equity securities in Parent at or prior to the closing of the Merger, subject to the terms and conditions set forth in the equity commitment letter. Parent has also obtained a debt financing commitment in an aggregate amount of $650,000,000 from the Debt Commitment Lenders, consisting of the Term Facility and the Revolving Facility to – among other things – fund the acquisition of all outstanding shares of capital stock of SP+. The proceeds of the Term Facility may be used on the Closing Date (a) to (i) repay certain existing indebtedness of Parent, the Company and their respective subsidiaries, (ii) finance a portion of the purchase price and (iii) pay fees, expenses and other costs (including upfront fees and original issue discount) incurred in connection with the transactions contemplated by the Merger Agreement, and (b) if any proceeds of the Term Facility remain following the consummation of the Merger, for general corporate purposes. The proceeds of the Revolving Facility may be used (i) on the Closing Date to (A) finance a portion of the purchase price and to pay fees, expenses and other costs incurred in connection with the transactions contemplated by the Merger Agreement, (including costs incurred in connection with such transactions), (B) cash collateralize, replace or provide credit support with respect to any existing letters of credit, bank guarantees, surety bonds or similar instruments outstanding on the Closing Date under facilities no longer available to SP+ or its subsidiaries as of the Closing Date, and (C) fund working capital needs of Parent and its subsidiaries (including to repay outstanding revolving loans under the Existing Credit Agreement (as defined below)); provided that amounts borrowed pursuant to clause (i)(A) on the Closing Date shall not exceed $70.0 million in the aggregate and (ii) after the Closing Date, solely to finance the working capital needs and for the general corporate purposes of Parent and its subsidiaries. For more information, please see the section entitled “The Merger—Financing of the Merger” beginning on page [●] of this Proxy Statement.

Effect of the Merger

If the Merger Agreement is adopted by SP+ stockholders and certain other conditions to the closing of the Merger are either satisfied or waived in accordance with the terms of the Merger Agreement, Merger Sub will merge with and into SP+, with SP+ surviving and continuing under the name “SP Plus Corporation” as the Surviving Corporation. As a result of the Merger, the Surviving Corporation will become a wholly owned subsidiary of Parent and SP+ Common Stock will no longer be publicly traded. In addition, SP+ Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and policies, and SP+ will no longer file periodic reports with the SEC on account of SP+ Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur when a certificate of merger is received for filing by the Secretary of State of the State of Delaware (or at such later time as Parent, Merger Sub and SP+ may agree and specify in the certificate of merger).

Effect on SP+ if the Merger Is Not Consummated

If the Merger Agreement is not adopted by SP+ stockholders or if the Merger is not consummated for any other reason, SP+ stockholders will not receive any payment for their shares of SP+ Common Stock. Instead, SP+ will remain an independent public company, the SP+ Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and SP+ will continue to file periodic reports with the SEC on account of SP+ Common Stock. If the Merger is not consummated, SP+ expects that SP+’s management will operate the business in a manner similar to that in which it is being operated today.

In addition, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible that the price of SP+ Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of SP+ Common Stock would return to the price at which it trades as of the date of this Proxy Statement.

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Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of SP+ Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review SP+’s products, business operations, properties and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Agreement is not adopted by SP+ stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to SP+ will be offered or that SP+’s business, prospects or results of operation will not be adversely impacted.

In addition, under certain specified circumstances, SP+ may be required to pay Parent a termination fee upon the termination of the Merger Agreement, as described in the section entitled “Terms of the Merger Agreement—Termination Fees” beginning on page [●] of this Proxy Statement.

Merger Consideration

Upon the consummation of the Merger, at the Effective Time, each share of SP+ Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Excluded Shares, which in each case will be canceled and retired for no consideration, and (ii) Dissenting Shares) will be converted into the right to receive the Merger Consideration.

Background of the Merger

As part of its ongoing evaluation of SP+’s business, the Board, together with senior management, regularly reviews and assesses SP+’s long-term strategic plan, including evaluating various potential acquisitions and other potential opportunities to increase stockholder value. SP+ also regularly engages with its stockholders to discuss SP+ and its business, operations and financial results and to hear the views of stockholders regarding SP+.

On July 18, 2022, Alexander Israel, the chief executive officer of Metropolis, contacted Marc Baumann, the chairman of the Board and chief executive officer of SP+, to propose a meeting the following month to discuss the parking industry generally. Mr. Baumann and Mr. Israel agreed to meet on August 18, 2022.

During such meeting on August 18, 2022, Mr. Israel indicated to Mr. Baumann that Metropolis may be interested in exploring a potential transaction with SP+. Mr. Israel suggested that the parties enter into a non-disclosure agreement pursuant to which Metropolis could begin to conduct preliminary due diligence on SP+ to determine whether Metropolis would be interested in pursuing a transaction. Mr. Baumann conveyed to Mr. Israel that SP+ would need to receive a formal proposal from Metropolis that the Board could review before it would be willing to permit any non-public due diligence to be conducted, but that as a general matter SP+ was confident in its long-term strategy and would ultimately pursue whichever course would create the most value for its stockholders.

From August 19 to August 25, 2022, Mr. Baumann had a number of discussions with Douglas Waggoner, the lead independent director of the Board, certain members of SP+ senior management and representatives of Skadden, Arps, Slate, Meagher & Flom LLP, outside legal counsel to SP+ which had previously advised SP+ on a number of other matters (“Skadden”), to discuss the Company’s response to Mr. Israel’s request.

Following such discussions, on August 26, 2022, Mr. Baumann called Mr. Israel and conveyed that, consistent with Mr. Baumann’s prior feedback on August 18, SP+ would need to receive a formal proposal from Metropolis that the Board could review before it would be willing to permit any non-public due diligence to be conducted. He reiterated that SP+ was confident in its long-term strategy and would ultimately pursue whichever course would create the most value for its stockholders.

From August 27, 2022 until December 12, 2022, there were no further communications between Mr. Israel and Mr. Baumann or among other representatives of SP+ and Metropolis.

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On December 9, 2022, during a regular meeting of the Board, Mr. Baumann relayed to the directors the details of his prior discussions with Mr. Israel, noting that there had not been further communications from Metropolis since August 26, 2022.

On December 12, 2022, SP+ received a letter from Metropolis setting forth its unsolicited non-binding proposal to acquire all of the outstanding shares of SP+ at a price range of $45 to $47 per share in cash, which constituted a premium of approximately 31% to 37% to the Company’s closing share price as of December 9, 2022 (the “December Metropolis Proposal”). The December Metropolis Proposal contemplated that the merger consideration would be funded by a combination of cash on Metropolis’s balance sheet and new equity and debt financing (with respect to which Metropolis had provided a “Highly Interested Letter” from Goldman Sachs). That day, Mr. Baumann spoke with Mr. Waggoner to inform him of the December Metropolis Proposal and they agreed to convene a special meeting of the Board to discuss the proposal.

Later on December 12, 2022, Mr. Baumann convened a special meeting of the Board, with certain members of SP+ senior management present, to discuss the key terms of the December Metropolis Proposal, including the proposed offer price range. At the conclusion of the meeting, the Board determined that senior management would seek to engage Morgan Stanley to act as SP+’s independent financial advisor in connection with the proposal, based on Morgan Stanley’s experience in similar transactions, qualifications, expertise and reputation, and its knowledge of SP+ and its business and the industries in which SP+ conducts its business, and would instruct Morgan Stanley to prepare additional financial analysis for the Board’s review. No decision regarding the December Metropolis Proposal was made at this time, but the Board determined to reconvene following management’s discussions with Morgan Stanley in order to further consider the proposal.

On January 11, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to further evaluate the terms of the December Metropolis Proposal. Representatives of Skadden discussed with the directors their fiduciary duties in the context of the Company’s receipt of an unsolicited proposal such as the December Metropolis Proposal. Representatives from Morgan Stanley reviewed the terms of the December Metropolis Proposal, including that the proposal was conditioned on Metropolis securing both equity and debt financing and the fact that completion of such a transaction would be subject to the receipt of required regulatory approvals, with respect to which Metropolis had noted in the December Metropolis Proposal that, based on its understanding of SP+’s parking footprint from publicly available information and relatively limited overlap with its own operations, were not expected to pose any material concern. Representatives from Morgan Stanley additionally reviewed with the Board a summary of management’s financial projections for the Company as of December 27, 2022 in the context of the $45 to $47 per share offered by Metropolis, following which the directors concluded that continued execution of SP+’s long-term strategic plan as a standalone company would generate greater value for SP+ stockholders than the December Metropolis Proposal. Following the discussion, the Board instructed senior management to inform Metropolis that the December Metropolis Proposal was meaningfully below an offer price at which the Board would be willing to engage and additionally raised questions as to Metropolis’s ability to finance the transaction, and that if Metropolis sought to engage in further discussions with SP+ regarding a potential transaction, it would need to increase its price and provide clarity around its proposed financing arrangements.

On January 13, 2023, Mr. Baumann called Mr. Israel to communicate the Board’s position with respect to the December Metropolis Proposal. In addition, representatives of Morgan Stanley contacted representatives of Metropolis’s independent financial advisors, Goldman Sachs (“Goldman Sachs”) and BDT & MSD Partners, LLC (“BDT”), on January 17, 2023 to reiterate such message.

On January 30, 2023, Metropolis submitted a letter to SP+ setting forth its revised non-binding proposal (the “January Metropolis Proposal”), which provided additional information on its proposed financing sources and levels of non-binding interest from such sources, but reaffirmed its offer price range of $45 to $47 per share in cash.

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On February 3, 2023, the Board held a meeting, with representatives of Morgan Stanley and Skadden present, to discuss, among other things, the January Metropolis Proposal. Representatives of Morgan Stanley conveyed to the directors that while the January Metropolis Proposal provided further clarity on Metropolis’s proposed financing sources, it was not a conclusive indication that financing had been, or will be able to be, secured. Following discussions with senior management and its advisors, the Board instructed Morgan Stanley to reiterate to Metropolis’s advisors that the January Metropolis Proposal remains meaningfully below a price at which the Board is willing to engage and continues to raise questions about Metropolis’s ability to secure financing.

On February 7, 2023, representatives of Morgan Stanley held a call with representatives of Goldman Sachs and BDT to communicate the Board’s position with respect to the January Metropolis Proposal.

On February 14, 2023, during a regular meeting of the Board at which certain members of SP+ senior management and representatives of Morgan Stanley and Skadden were present, representatives of Morgan Stanley updated the directors on their discussions with Goldman Sachs and BDT.

On February 27, 2023, Metropolis submitted a letter to SP+ setting forth a further revised non-binding proposal to acquire all of the outstanding shares of SP+ at a price range of $48 to $50 per share in cash, which constituted a premium of 39% to 45% to the Company’s closing stock price as of February 24, 2023 (the “February Metropolis Proposal”). The February Metropolis Proposal included the same list of proposed financing sources as in the January Metropolis Proposal, with greater total non-binding interest in the equity financing from such sources and an offer to arrange direct discussions between the Company’s advisors and its potential financing sources. Thereafter, there was a discussion between Morgan Stanley and Goldman Sachs during which Morgan Stanley sought additional information regarding Metropolis’s views on value and willingness to raise its offer price, with Goldman Sachs indicating that at such time Metropolis had no more room to increase its offer price beyond the range included in the February Metropolis Proposal.

On March 3, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to discuss the key terms of the February Metropolis Proposal. After reviewing SP+’s prospects as a standalone company, the Board concluded that the increase of $3 per share from the price range included in the prior proposals continued to undervalue the Company, particularly in light of the increase of $2 per share in analyst consensus estimates following the Company’s latest earnings release. Additionally at this meeting, representatives of Skadden reviewed with the directors their fiduciary duties in the context of the Board’s ongoing evaluation of Metropolis’s unsolicited proposals and strategic alternatives. Following discussions, the Board instructed Morgan Stanley to communicate to Metropolis’s advisors that the February Metropolis Proposal remained meaningfully below a share price at which the Company would be willing to engage with Metropolis and continued to raise concerns about Metropolis’s progress in securing financing.

Later on March 3, 2023, Morgan Stanley communicated to Goldman Sachs and BDT the Board’s position with respect to the February Metropolis Proposal and conveyed that if Metropolis remained interested in engaging in further discussions regarding a potential transaction with SP+, it would need to further increase its price and provide additional assurances around its ability to obtain financing commitments.

On March 24, 2023, Metropolis submitted a letter to SP+ setting forth a further revised non-binding proposal to acquire all of the outstanding shares of SP+ at a price of $54 per share in cash, which constituted a premium of approximately 66% to SP+’s closing share price as of March 23, 2023 and represented an increase of $7 to $9 per share over the December Metropolis Proposal (the “March Metropolis Proposal”), and reiterated the offer to arrange direct discussions between the Company’s advisors and its potential financing sources.

On March 31, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to discuss the March Metropolis Proposal. Representatives of Morgan Stanley reviewed with the Board the terms of the March Metropolis Proposal and

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provided Morgan Stanley’s preliminary valuation analysis with respect to such proposal. The directors received advice from Skadden and Morgan Stanley as to potential responses, including that the Board could decide to engage with Metropolis while continuing to evaluate the terms of the March Metropolis Proposal if it determined that the March Metropolis Proposal was a sufficient basis on which the Company was prepared to share information that would allow Metropolis to potentially improve upon and solidify its proposal. Representatives of Skadden also discussed the need to negotiate an appropriate non-disclosure agreement with a standstill should the Board decide to share non-public diligence information with Metropolis. The Board also discussed the merits of contacting other parties that might be interested in acquiring SP+. At the conclusion of the meeting, it was the consensus of the Board that the potentially significant value to stockholders presented by the March Metropolis Proposal warranted further engagement with Metropolis (which Morgan Stanley indicated to Goldman Sachs on April 4, 2023) and that SP+ should seek to sign a customary non-disclosure agreement so that Metropolis could begin to conduct due diligence to potentially increase its valuation of the Company and solidify its proposal, while at the same time Morgan Stanley would hold discussions with Metropolis’s potential financing sources to better understand their commitments. The Board additionally authorized Morgan Stanley to begin outreach to other third parties regarding potential interest in a transaction with SP+ in parallel with ongoing discussions with Metropolis.

On April 3, 2023, a third party that was not part of the outreach by Morgan Stanley, Party B, contacted certain members of SP+ senior management to express preliminary interest in a potential transaction with SP+. SP+ senior management referred Party B to representatives of Morgan Stanley.

From April 3 to April 26, 2023, Morgan Stanley contacted a total of 11 additional parties, including both strategic partners and financial sponsors, about their interest in a potential transaction in the parking industry and, to the extent they expressed interest in an acquisition in the sector, solicited their views on a potential transaction with SP+.

On April 11, 2023, Morgan Stanley, at the direction of the Board, held a discussion with representatives of 3L and Metropolis, with representatives of Goldman Sachs and BDT also in attendance, to discuss 3L’s and Metropolis’s plan for raising the equity and debt financing for a potential transaction.

Later on April 11, 2023, representatives of Skadden shared with representatives of Willkie Farr & Gallagher LLP, Metropolis’s legal advisors (“Willkie”), a draft non-disclosure agreement.

On April 14, 2023, Party B submitted a letter to SP+ setting forth a preliminary non-binding proposal to acquire all of the outstanding shares of SP+ at a price range of $42 to $45 per share in cash (the “Party B Proposal”).

On April 19, 2023, a representative of Party C, another party that was not one of the 11 parties contacted by Morgan Stanley, contacted Morgan Stanley to inquire, amongst other topics, about SP+ and expressed its interest in a potential transaction with SP+. Representatives from Morgan Stanley told Party C that, in their opinion, SP+ would seriously consider a formal proposal if they were to submit one and encouraged Party C to review the publicly available information about SP+ to help formulate such a proposal.

On April 20, 2023, representatives of Party D, which was one of the 11 parties contacted by Morgan Stanley, responded to representatives of Morgan Stanley to express interest in a potential transaction with SP+. The representatives of Party D indicated that they intended to review and refresh their own analysis of SP+ using the latest publicly available information about SP+ primarily to determine what value Party D could potentially offer for SP+ and would respond to Morgan Stanley once that analysis was complete.

On April 21, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to discuss the Party B Proposal and to provide an update to the Board on the discussions with Metropolis since the last Board meeting and the status of Morgan Stanley’s outreach to additional third parties regarding potential interest in a transaction with SP+, including the interest

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expressed by Party C and Party D. Representatives of Morgan Stanley noted that while the price proposed in the Party B Proposal was well below the March Metropolis Proposal, Party B had the resources to finance the proposal in full and execute a transaction on an expeditious timeline. Following discussion, the Board instructed Morgan Stanley to communicate to Party B that the Party B Proposal was meaningfully below a share price at which the Company would be willing to engage and to inform Party B that time is of the essence if they intend to submit a revised proposal with an improved price, which Morgan Stanley conveyed following the meeting.

On April 28, 2023, representatives of Party B contacted Morgan Stanley to increase its offer price to a range of $47 to $50 per share in cash (the “Revised Party B Proposal”), stating that it would not be able to increase its proposed price further without access to additional due diligence. Morgan Stanley relayed the Revised Party B Proposal to Mr. Baumann and Mr. Waggoner, noting that while the Revised Party B Proposal remained insufficient, they expected that Party B had the resources to finance the transaction and execute on an expeditious timeline, and that engaging with Party B could potentially create a competitive dynamic in the negotiating process with Metropolis. Following consultation with Mr. Baumann and Mr. Waggoner, Morgan Stanley communicated to Party B that, while the share price contemplated by the Revised Party B Proposal was still meaningfully below a price at which the Company would be willing to transact, the Company was willing to negotiate a non-disclosure agreement with Party B to facilitate the sharing of additional information that would allow Party B to increase its valuation of the Company.

On May 2, 2023, SP+ entered into a non-disclosure agreement with Metropolis.

On May 3, 2023, representatives of Party D provided verbal feedback to Morgan Stanley that their analysis was yielding an offer value of “around $40” per share in cash, which, consistent with the Board’s prior feedback, Morgan Stanley had replied to Party D was meaningfully below a value at which the Company would be willing to engage.

On May 5, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to update the Board on Morgan Stanley’s discussions with Party B with respect to the Revised Party B Proposal and the status of discussions with additional parties regarding their interest in a potential transaction with SP+, including the preliminary offer value suggested by Party D. In addition, Morgan Stanley indicated that following its initial expression of interest in a potential transaction with SP+, Party C conveyed that it was working internally to assess its ability to deliver a premium to SP+ stockholders.

Later on May 5, 2023, a representative of Party C informed Morgan Stanley that, based on Party C’s internal review of SP+, it could not support an offer value that would represent a meaningful premium to SP+’s current trading levels and, therefore, Party C did not intend to submit an offer for SP+.

On May 8, 2023, SP+ provided Metropolis and its advisors with access to a virtual data room that contained certain financial due diligence materials with respect to SP+ as part of the “Phase I” process (the “Phase I Data Room”). SP+ began to populate the Phase I Data Room on a rolling basis beginning May 10, 2023.

On May 11, 2023, SP+ entered into a non-disclosure agreement with Party B, in substantially similar form as the non-disclosure agreement executed by Metropolis, and the following week provided Party B with access to the Phase I Data Room to give Party B the opportunity to improve its proposal.

On May 18, 2023, representatives of Party E, one of the 11 parties contacted by Morgan Stanley, responded to Morgan Stanley to say that after an internal review, Party E was interested in potentially making an offer for SP+, but would benefit from a preliminary conversation with SP+ senior management on pre-identified business diligence items in advance of formulating that potential offer. After discussions with Mr. Baumann, Morgan Stanley responded to the representatives of Party E that SP+ senior management was willing to have a preliminary conversation with Party E to attempt to address their questions, but that all responses from SP+ senior management would be limited to referencing only information that was already publicly available.

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On May 19, 2023, certain members of SP+ senior management and representatives of Morgan Stanley held a management presentation at Skadden’s offices in Chicago with Mr. Israel and other representatives from Metropolis, Goldman Sachs and BDT.

On May 22, 2023, certain members of SP+ senior management and representatives of Morgan Stanley held a management presentation at Skadden’s offices in Chicago with representatives from Party B.

On May 23, 2023, certain members of SP+ senior management held a videoconference with representatives of Party E to discuss Party E’s business diligence questions based on its review of publicly available information.

On May 23, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to update the Board on the status of discussions with additional third parties regarding their interest in a potential transaction, during which Morgan Stanley noted that Party C had communicated that it would no longer be submitting a proposal, but that Party E had indicated preliminary interest in a potential transaction with the Company. SP+ senior management additionally updated the Board on the recent management presentations to Metropolis and Party B. Representatives of Skadden noted that they had been negotiating joinders to the Company’s non-disclosure agreements with potential financing sources of Metropolis and Party B and discussed certain due diligence information that would only be provided after Metropolis provides adequate assurances of its ability to finance the transaction.

On May 26, 2023, a representative of Party E contacted representatives of Morgan Stanley to indicate that they would not be submitting an offer for SP+ as they did not believe that their analysis supported a valuation that would be a meaningful premium to current trading levels.

On June 2, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to update the Board on further discussions with Metropolis and Party B since the prior meeting, as well as Morgan Stanley’s outreach to additional third parties. Morgan Stanley noted that Party E had communicated that it would not be submitting a formal proposal to the Company, but that both Metropolis and Party B were expected to submit updated proposals in writing with additional information about their financing sources on or around June 15, 2023.

On June 8, 2023, certain members of SP+ senior management and representatives of Morgan Stanley held a meeting at Morgan Stanley’s offices in New York with representatives of Party B to respond to their due diligence questions regarding the Company.

On June 9, 2023, certain members of SP+ senior management and representatives of Morgan Stanley held a follow-up call with representatives of Party B to further discuss Party B’s due diligence questions.

On June 15, 2023, SP+ received an updated non-binding proposal executed by Metropolis, 3L and Eldridge, which terms reiterated the price of $54 per share included in the March Metropolis Proposal, which represented a premium of approximately 43% over the closing stock price on June 14, 2023 (the “June Metropolis Proposal”). In addition, the June Metropolis Proposal noted Metropolis’s progress in securing equity and debt financing, and included “highly confident” letters from each of Goldman Sachs and private credit funds managed by affiliates of BDT with respect to the debt financing. Metropolis also provided a draft exclusivity agreement and positioned the June Metropolis Proposal as a “package” that was conditioned on a forty-five (45) day exclusivity period.

On June 18, 2023, Party B communicated to Morgan Stanley that it would not be submitting a revised proposal to SP+ as its updated offer price would have been below the price range set forth in the Revised Party B Proposal, which it understood was not adequate based on prior feedback from Morgan Stanley.

On June 20, 2023, Morgan Stanley, at the direction of the Board, held a call with representatives of 3L, Eldridge, Metropolis, Goldman Sachs and BDT to discuss the contemplated equity financing and the path to securing final equity commitments with respect to the potential transaction. On the call, Eldridge conveyed that it would be willing to provide the entire equity financing for the potential transaction, but that it would not proceed without the Company providing exclusivity to Metropolis.

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On June 21, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to discuss the June Metropolis Proposal and potential responses to the exclusivity request. Following discussion, the Board determined that SP+ should continue discussions with Metropolis and instructed SP+’s senior management and advisors to provide Metropolis with further due diligence as part of the “Phase II” process to potentially increase its offer price, but to inform Metropolis’s advisors that SP+ was not willing to grant Metropolis’s request for exclusivity while providing verbal assurances that SP+ is not in active discussions with other parties at that time.

On June 22, 2023, Morgan Stanley communicated to Goldman Sachs that SP+ was not willing to provide exclusivity to Metropolis, but indicated that SP+ was not in active discussions with any other parties at such time.

On June 24, 2023, representatives from Goldman Sachs called Morgan Stanley to propose reducing the exclusivity period from forty-five (45) days to thirty (30) days. Morgan Stanley relayed such request to Mr. Baumann and SP+ senior management, who, following consultation with Mr. Waggoner and representatives of Skadden, directed Morgan Stanley to reject the exclusivity request, but to convey that the Company remains willing to continue discussions with Metropolis, including to make further progress on its due diligence requests. Following a call between representatives of Morgan Stanley and Goldman Sachs to convey such decision, Goldman Sachs contacted Morgan Stanley again to indicate that Metropolis and its financing sources may not be willing to continue discussions without the Company’s agreement to exclusivity.

On June 26, 2023, representatives of Willkie contacted Skadden to further discuss the exclusivity request and relay that one of Metropolis’s financing sources may not be willing to engage without exclusivity.

On June 27, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to further review Metropolis’s request for exclusivity. The consensus of the Board was to continue to decline the request for exclusivity. Later on June 27, 2023, representatives of Skadden contacted Willkie to communicate the Board’s unwillingness to grant exclusivity and to provide additional assurances that SP+ was not actively engaged in discussions with other bidders at such time.

On June 28, 2023, Metropolis communicated to SP+ through their respective advisors that it was willing to continue negotiations without an exclusivity agreement.

On July 6, 2023, SP+ and Metropolis entered into a clean team confidentiality agreement related to the due diligence process, with the expectation that the “clean room” would be made available only to specified outside advisors after Metropolis had reviewed the draft merger agreement and delivered to SP+ a markup thereof containing terms reasonably satisfactory to SP+.

On July 7, 2023, SP+ provided Metropolis and its financing sources that had signed non-disclosure agreements with access to the “Phase II” data room, which SP+ continued to populate on a rolling basis beginning on July 8, 2023. From July 8, 2023 until the signing of the merger agreement on October 4, 2023, representatives of SP+ provided additional financial, legal, accounting, tax and other due diligence information to representatives of Metropolis and hosted numerous legal, commercial and functional due diligence calls among representatives of SP+ and Metropolis and their respective advisors.

On July 10, 2023, Skadden provided a draft of the merger agreement to Willkie, which contemplated, among other terms, (i) a termination fee of 2.5% of equity value payable to Metropolis, (ii) no limitation on damages payable to SP+ if Metropolis’s committed financing was not funded at closing and (iii) a “hell or high water” standard for required regulatory approvals, including an obligation to litigate any legal challenges to the transaction and a requirement that Metropolis not make acquisitions during the period between signing and closing that would impose any delay in obtaining, or increase the risk of not obtaining, required regulatory approvals.

On July 14, 2023, representatives of Willkie relayed to Skadden that Metropolis was seeking SP+’s approval to engage with additional prospective equity financing sources in connection with the potential transaction.

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On July 24, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Skadden present, during which SP+ management updated the Board on the status of Metropolis’s due diligence review, regulatory analysis and proposed financing structure, including Metropolis’s desire to contact additional equity financing sources regarding the potential transaction. Following discussion with the Board, SP+ management authorized Metropolis to contact three additional equity financing sources which had been specifically identified and approved.

Later on July 24, 2023, Willkie submitted its initial markup of the merger agreement to Skadden, which contemplated, among other terms, (i) a reverse termination fee (in an amount not identified) as SP+’s sole recourse in the event Metropolis’s committed financing was not funded at closing, without providing a limited guarantee of such reverse termination fee or any rights of SP+ to enforce the equity commitments directly, (ii) additional events upon which Metropolis would be entitled to terminate the merger agreement, (iii) certain termination events for which Metropolis would be entitled to receive both a termination fee and reimbursement of its expenses from SP+ and (iv) removal of the “hell or high water” standard for required regulatory approvals (providing instead that Metropolis would have no obligation to litigate any legal challenges to the transaction or accept any remedies to obtain regulatory approval that would have a material adverse effect on the combined company), and no restriction on making acquisitions during the period between signing and closing that would impose any delay in the obtaining of, or increase the risk of not obtaining, required regulatory approvals.

On July 27, 2023, representatives of Skadden discussed Metropolis’s markup of the merger agreement with Willkie via teleconference, to seek assurances from Willkie that, if SP+ were to agree to a reverse termination fee structure, Metropolis intended to provide a guarantee of such obligation from a creditworthy party and that SP+ would have the right to enforce the equity commitments to be provided by the equity financing sources, which assurances representatives of Willkie subsequently provided during a call with Skadden the following day.

On July 28, 2023, Mr. Baumann met with Mr. Israel at Skadden’s offices in Chicago to discuss Metropolis’s ongoing due diligence review of the Company.

On August 2, 2023, SP+ began to make available certain information required to facilitate Metropolis’s regulatory analysis of the transaction, with respect to which Metropolis had also engaged an independent economist to further refine its analysis. Thereafter, representatives of Willkie and Skadden held a number of calls to discuss the regulatory aspects of a potential transaction, including the nature of each party’s cooperation obligations.

On August 5, 2023, representatives of Skadden provided Willkie with a revised draft of the merger agreement reflecting, among other things, that the Company had not yet accepted the reverse termination fee structure proposed by Metropolis, pending its receipt and review of acceptable equity commitment letters and a limited guarantee reflecting the terms discussed between Skadden and Willkie on July 27, 2023.

On August 6, 2023, representatives of Willkie provided to Skadden initial drafts of the equity commitment letter and limited guarantee, that had been prepared and reviewed by Willkie and by Sidley Austin LLP, legal advisor to Eldridge (“Sidley”), which reflected the terms that had been discussed between Skadden and Willkie on July 27, 2023, based on the assumption that the merger agreement would include a reverse termination fee structure.

On August 10, 2023, the Board held a regularly scheduled meeting to review and consider, among other matters, SP+’s business, long-term strategy and strategic plan. Representatives of Morgan Stanley and Skadden were also present at the meeting to provide an update on the potential transaction with Metropolis. Representatives from Morgan Stanley reviewed with the Board the SP+ Projections, noting certain changes from the summary of management’s projections shared with Morgan Stanley as of May 17, 2023. Morgan Stanley noted that the SP+ Projections had also been provided to Metropolis and its advisors to review. Additionally at this meeting, representatives of Skadden reviewed with the directors their fiduciary duties in the context of the Board’s ongoing evaluation of Metropolis’s unsolicited proposals and strategic alternatives.

On August 11, 2023, Skadden provided to Willkie an initial draft of the Company disclosure letter corresponding to Skadden’s revised draft of the merger agreement as of August 5, 2023.

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On August 14, 2023, Willkie provided to Skadden its initial markup of the Company disclosure letter and thereafter, until the merger agreement was signed on October 4, 2023, representatives of Skadden and Willkie exchanged drafts of the Company disclosure letter and held various conference calls to discuss the disclosures contained therein.

On August 22, 2023, SP+ executed an engagement letter with Morgan Stanley, and in connection therewith, Morgan Stanley provided information about its investment banking relationships during the prior two-year period such that SP+ determined that Morgan Stanley did not have any disqualifying conflicts of interest in serving as the Company’s financial advisor in connection with the transaction.

On August 24, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to update the Board on the status of negotiations of the merger agreement and the progress towards completion of Metropolis’s due diligence.

On August 27, 2023, Metropolis communicated a revised proposal, which confirmed that, following the completion of its due diligence review, its offer price remained $54 per share in cash (representing a premium of approximately 39% to the Company’s closing stock price on August 25, 2023), and included further markups of the merger agreement, equity commitment letter and limited guarantee, and initial drafts of debt commitment papers, which identified Eldridge and certain of its affiliates as the lead sources of both the equity and debt financing (the “Final Bid Package”). The contractual terms of the Final Bid Package included the following: (i) Company termination fee of 2.5% of equity value plus expense reimbursement up to a to-be-agreed cap (with expense reimbursement also payable upon a “naked no-vote” of Company stockholders); (ii) reverse termination fee of 5% of equity value; (iii) no regulatory reverse termination fee; (iv) mutual “hell or high water” regulatory covenants; and (v) outside date of nine months, subject to one three-month extension.

On September 1, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to discuss the key terms of the Final Bid Package. Following discussion, the Board instructed SP+ senior management and its advisors to continue negotiations and submit a counterproposal to Metropolis that included the following key terms: (i) price of $55 per share, (ii) Company termination fee of 2.5% of equity value plus expense reimbursement capped at $5 million (with “naked no-vote” expense reimbursement also capped at $5 million), (iii) $100 million reverse termination fee (approximately 9% of equity value) that would also be payable upon the parties’ failure to obtain regulatory approval, (iv) regulatory covenants that contemplate divestitures of both parties’ assets if required, but limiting divestitures of Company assets to only those expressly identified and agreed prior to signing a definitive agreement, and (v) an outside date of nine months, with one three-month extension (the “September 1 Proposal”). The directors also instructed SP+ senior management, with the assistance of Morgan Stanley, to validate the proposed financing sources and uses submitted as part of the Final Bid Package, and to seek confirmation from Metropolis’s advisors as to whether their financing structure was finalized or whether they are continuing to engage with other potential financing sources.

Later on September 1, 2023, representatives of Morgan Stanley called representatives of Goldman Sachs to preview the terms of the September 1 Proposal that had been authorized by the Board, noting that such terms should be viewed holistically as a “package,” which terms it later confirmed in writing. Morgan Stanley also communicated the request for confirmation that Metropolis’s financing was fully assembled.

On September 2, 2023, representatives of Skadden provided Willkie with revised drafts of the merger agreement, equity and debt commitment letters and limited guarantee, reflecting, among other things, the terms of the September 1 Proposal and reiterated the need for Metropolis to confirm the financing sources that would ultimately be party to the commitment letters and limited guarantee.

Later on September 2, 2023, Metropolis submitted a counterproposal that included the following terms (also presented as a “package”): (i) $54 per share in cash; (ii) Company termination fee of $30 million (approximately

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2.7% of equity value) plus expense reimbursement up to $10 million (with “naked no-vote” expense reimbursement up to $10 million); (iii) $60 million reverse termination fee (approximately 5.4% of equity value); (iv) $30 million regulatory reverse termination fee (approximately 2.7% of equity value); (v) mutual “hell or high water” regulatory covenants; and (vi) an initial outside date of nine months, subject to one three-month extension.

From September 4 to September 6, 2023, representatives of Skadden and Willkie discussed via various teleconferences their respective positions on the regulatory efforts covenants, as well as the revised representations and covenants included in the Company’s most recent markup of the merger agreement, including certain matters pertaining to SP+’s equity compensation awards and plans (including as related to the Company’s ability to effectively retain and incentivize employees through the closing of a transaction). Also during such time, representatives of SP+, Metropolis, Morgan Stanley, Goldman Sachs and BDT held various teleconferences to discuss Metropolis’s ongoing due diligence and regulatory review of the Company.

On September 7, 2023, Metropolis submitted a further revised counterproposal that included the following terms (again, presented as a “package”): (i) $54 per share in cash; (ii) Company termination fee of $30 million plus expense reimbursement up to $10 million; (iii) $60 million reverse termination fee; (iv) no obligation of Metropolis to make divestitures that would have a material adverse effect on the combined company; and (v) initial outside date of nine months, subject to two three-month extensions, with a “ticking” regulatory reverse termination fee of $60 million payable at 12 months and $75 million payable at 15 months.

On September 8, 2023, representatives of Willkie sent to Skadden revised drafts of the merger agreement, equity commitment letter and limited guarantee, which reflected the terms described in the revised proposal submitted by Metropolis on September 7, 2023.

On September 11, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to discuss the most recent proposal received from Metropolis and potential responses. Representatives of Morgan Stanley noted that Metropolis’s advisors had communicated that the price of $54 per share represented its final offer and the consensus of the directors was that the Company was unlikely to obtain a higher price without putting the transaction at risk. Additionally, representatives of Skadden discussed with the directors the diligence analysis that had been performed to date and SP+ senior management discussed the related risks to the business if the transaction were announced but not consummated. Representatives of Skadden and SP+ senior management also discussed the need to implement appropriate compensation arrangements to ensure the retention of employee talent between the signing and closing of the transaction (including the potential adoption of mitigation strategies to reduce the impact of excise taxes on “excess parachute payments” to certain senior executives, as advised by the independent compensation consultant retained by the compensation committee of the Board).

Later on September 11, 2023, following discussions with the Board and Skadden and as directed by the Board, representatives of Morgan Stanley communicated the Company’s counterproposal as follows (again, presented as a “package”): (i) $54 per share in cash (a premium of approximately 45% to the Company’s then-current stock price), (ii) Company termination fee of $30 million plus expense reimbursement up to $5 million (approximately 3.2% of equity value in the aggregate), (iii) Company reimbursement of Parent’s expenses capped at $7.5 million upon a “naked no-vote” of Company stockholders (approximately 0.7% of equity value), (iv) $60 million reverse termination fee and $60 million regulatory reverse termination fee, (v) “hell or high water” regulatory covenants for Metropolis only, with no obligation of SP+ to make any divestitures of assets, and (vi) an initial outside date of nine months, subject to one three-month extension.

On September 12, 2023, Metropolis presented a revised “package” that confirmed its acceptance of certain terms proposed by SP+: (i) $54 per share in cash, (ii) Company termination fee of $30 million plus expense reimbursement up to $5 million, and “naked no-vote” expense reimbursement capped at $7.5 million, and (iii) $60 million reverse termination fee and $60 million regulatory reverse termination fee; and included

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counterproposals with respect to the following terms: (i) initial outside date of nine months, subject to two three-month extensions, and (ii) mutual “hell or high water” covenants, with obligations of SP+ to divest certain assets if required, and no obligation of Metropolis to accept remedies that would have a material adverse effect on the combined company.

From September 13, 2023 to September 25, 2023, representatives of Skadden and Willkie had a number of discussions regarding various provisions in the merger agreement and Company disclosure letter, including with respect to regulatory efforts covenants and certain employee benefit matters.

On September 14, 2023, a third party that was not part of Morgan Stanley’s previous outreach, Party F, contacted representatives of Morgan Stanley to express interest in a potential transaction with the Company. Morgan Stanley indicated that if Party F submitted a formal proposal it would receive the Company’s prompt attention.

On September 20, 2023, Mr. Baumann and certain other members of SP+ senior management met with Mr. Israel in New Orleans to discuss Metropolis’s ongoing due diligence review of the Company.

On September 25, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to update the Board on the status of negotiations with Metropolis. Representatives of Morgan Stanley also relayed to the directors the outreach made by Party F, noting that Party F had not communicated anything further since such initial outreach. Representatives of Morgan Stanley and SP+ senior management next provided an updated preliminary financial analysis of the proposed merger consideration and comparison to SP+’s prospects as a standalone company, noting that the $54 per share proposal now represented a premium of over 50% to the Company’s then-current share price. Representatives from Skadden then discussed the proposed terms of the transaction agreements related to the regulatory covenants, as well as the timing of and conditions to closing the proposed transaction. SP+ senior management also reviewed potential risks to SP+’s business if the transaction were announced but not consummated. After consultation with Skadden, Morgan Stanley and SP+ senior management, the consensus of the directors was that the potential value to stockholders of the proposed transaction is likely to outweigh the potential risks and directed management and SP+’s advisors to submit a revised proposal to Metropolis that further minimized risks to SP+’s business should the transaction not close, including with respect to regulatory covenants and retention of key employees.

On September 26, 2023, representatives of Skadden delivered to Willkie revised drafts of the merger agreement, equity commitment letter and limited guarantee, reflecting the following terms, among others: (i) “hell or high water” obligations of Metropolis only, with limited obligations of SP+ to divest assets, (ii) outside date of nine months, subject to one three-month extension, and (iii) certain retention and transaction bonuses and adoption of tax gross-up arrangements, to ensure retention of key employees through the closing.

On September 28, 2023, Mr. Israel, Mr. Baumann and certain other members of management of each of Metropolis and SP+, along with representatives of Skadden, Willkie, Morgan Stanley, Goldman Sachs and BDT, held a series of meetings throughout the day in Skadden’s offices in Chicago to continue their negotiations of the merger agreement and various transaction documents, as well as to discuss a communications plan in the event the transaction moved forward.

On September 29, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to update the Board on the status of negotiations with Metropolis. Mr. Baumann relayed to the directors that Metropolis had agreed to the key terms of the proposal discussed at the last meeting of the Board, with minor modifications to the regulatory covenants allowing for one additional three-month extension of the outside date in very limited circumstances related to a potential government shutdown and limiting Metropolis’s obligations to make divestitures that would cause a material adverse effect on the combined company (so long as the regulatory reverse termination fee is paid if Metropolis were not obligated to make such divestitures and the merger agreement were terminated as a result of the failure to obtain regulatory approval of the proposed transaction). Representatives of Skadden noted that substantial progress had been made to finalize the various transaction documents during the in-person meetings the day prior.

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Later on September 29, 2023, representatives of Skadden met via video conference with representatives of Willkie and Sidley to discuss the status and terms of Metropolis’s equity and debt financing commitments and limited guarantee, as well as the expected timing to provide substantially executable commitments from each of the proposed financing sources. During such discussion, Sidley provided a substantially final list of the financing sources that would be parties to the commitments and guarantees.

From September 29, 2023 to October 3, 2023, representatives of Skadden, Willkie and Sidley continued to negotiate the remaining terms of the merger agreement and ancillary transaction documents, including with respect to employee benefits matters and the terms of the debt and equity financing commitments. During this same period, representatives of Eldridge, 3L and the other equity investors, including their respective counsel, continued to discuss and finalize the terms on which they would collectively provide the equity financing. Concurrently, at the instruction of the Board and SP+ senior management, Morgan Stanley sought and reviewed additional information from Goldman Sachs and BDT as to the substantially final list of proposed financing sources.

On October 3, 2023, the Board held a meeting, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present, to provide an update on the outcome of the negotiations of the transaction documents with Metropolis following the Board’s last meeting. Representatives from Skadden reviewed with the directors their fiduciary duties, and summarized the substantially final terms of the merger agreement and financing commitments. Also at this meeting, representatives of Morgan Stanley reviewed with the Board its updated preliminary financial analysis of the proposed merger consideration, and additionally presented information on the financial resources of each of the final financing sources, as provided to Morgan Stanley by Goldman Sachs. Following discussion, the Board determined to reconvene the meeting as soon as the transaction documents are in finally agreed form and once Metropolis has confirmed that each of its equity and debt financing sources stands ready to execute the commitment letters and limited guarantees.

Over the course of the evening of October 3 through the afternoon of October 4, 2023, representatives of Skadden, Willkie and Sidley continued to finalize drafts of the transaction documents.

The Board meeting was reconvened in the afternoon of October 4, 2023, with certain members of SP+ senior management and representatives of Morgan Stanley and Skadden present. Representatives of Skadden discussed with the Board the outcome of the final negotiations with Metropolis following the Board’s last meeting, noting that each of the transaction agreements were now in executable form and that Metropolis’s financing sources were ready to execute their commitments. Representatives of Morgan Stanley reviewed with the Board its financial analysis of the merger consideration based on SP+’s closing share price as of October 4, 2023, and based on the information previously provided to SP+ about Morgan Stanley’s investment banking relationships during the prior two-year period, the Board acknowledged that Morgan Stanley did not have any disqualifying conflicts of interest in serving as SP+’s financial advisor and providing a fairness opinion in connection with the transaction. Representatives of Morgan Stanley then delivered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of such date, to the effect that, as of that date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the merger consideration of $54.00 per share to be received by the holders of shares of SP+ Common Stock in the merger was fair from a financial point of view to such holders. After considering various factors, including those described in this proxy statement, and after consultation with SP+’s independent legal and financial advisors, the Board unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of SP+ and its stockholders and (iii) resolved to recommend that the stockholders of SP+ vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement. The parties executed the Merger Agreement and related ancillary documents shortly thereafter.

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Recommendation of the Board and Reasons for the Merger

Recommendation of the Board to Adopt the Merger Agreement, thereby Approving the Merger, the Merger Agreement and the Transactions Contemplated by the Merger Agreement

On October 4, 2023, the Board, after considering various factors, including those described in this section below, and after consultation with SP+’s independent legal and financial advisors, unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of SP+ and its stockholders, (iii) resolved to recommend that the SP+ stockholders vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement and (iv) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the SP+ stockholders at a special meeting.

The Board unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the transactions contemplated thereby, (ii) “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by SP+ to its named executive officers in connection with the Merger and contemplated by the Merger Agreement.

Reasons for the Merger

In recommending that SP+’s stockholders vote in favor of the Merger, the Board, including its independent directors, considered a number of potentially positive factors, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

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The Board also considered and balanced against the potentially positive factors described above a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

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After taking into account all of the factors set forth above, as well as others, the Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of, and potentially positive factors associated with, the Merger to SP+’s stockholders.

The foregoing discussion of factors considered by the Board is not intended to be exhaustive, but summarizes the material factors considered by the Board. In light of the variety and complexity of factors considered in connection with their evaluation of the Merger Agreement and the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Board based its recommendations on the totality of the information presented, including thorough discussions with, and questioning of, SP+’s senior management and the Board’s independent legal and financial advisor. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in conjunction with the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●] of this Proxy Statement.

Opinion of SP+’s Financial Advisor

Morgan Stanley was retained by SP+ to act as its financial advisor and to render a financial opinion in connection with a potential sale of SP+. SP+ selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s experience in transactions similar to the Merger, qualifications, expertise and reputation and its knowledge of SP+ and its business and the industries in which SP+ conducts its business. As part of this engagement, the Board requested that Morgan Stanley evaluate the fairness from a financial point of view of the Merger Consideration to be received by the holders of shares of SP+ Common Stock pursuant to the Merger Agreement. On October 4, 2023, Morgan Stanley rendered its oral opinion to the Board, which was subsequently confirmed by delivery of a written opinion, dated October 4, 2023, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the Merger Consideration to be received by the holders of shares of SP+ Common Stock pursuant to the Merger Agreement was fair from a financial point of view to the holders of shares of SP+ Common Stock, as set forth in such opinion. The full text of Morgan Stanley’s written opinion to the Board, dated October 4, 2023, is attached as Annex B to this Proxy Statement and is incorporated by reference into this Proxy Statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. SP+ stockholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Board, in its capacity as such, and addressed only the fairness, from a financial point of view, as of the date of the opinion, of the Merger Consideration to be received by the holders of shares of SP+ Common Stock pursuant to the Merger Agreement. Morgan Stanley’s opinion does not address any other term or aspect of the Merger Agreement or the relative merits of the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith and does not address the relative

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merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to SP+, nor does it address the underlying business decision of SP+ to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or recommendation as to how the holders of SP+ Common Stock should vote at the Special Meeting. The summary of Morgan Stanley’s opinion set forth in this Proxy Statement is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

In arriving at its opinion, Morgan Stanley:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by SP+, and formed a substantial basis for Morgan Stanley’s opinion. With respect to the SP+ Projections, Morgan Stanley assumed that they were reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the management of SP+ of the future financial performance of SP+. Morgan Stanley did not express a view as to the SP+ Projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions that could be material to Morgan Stanley’s analysis, including, among other things, that Parent will obtain financing in accordance with the terms set forth in the Financing Commitments. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley noted that it is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of SP+ and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of SP+’s officers, directors or employees, or any class of such persons,

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relative to the consideration to be received by the holders of shares of SP+ Common Stock in the Merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of SP+, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to SP+, nor did it address the underlying business decision of SP+ to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. Morgan Stanley did not express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of October 4, 2023. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated October 4, 2023 to the Board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors, without considering all analyses and factors reviewed, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 3, 2023, the last full trading day before the October 4, 2023 presentation by Morgan Stanley to the Board.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley, at the direction of the Board, used and relied upon certain financial projections provided by SP+ management on August 7, 2023 and referred to in this Proxy Statement as the SP+ Projections. For more information, see the section entitled “The Merger—Projections Prepared by SP+’s Management.”

Certain of the following terms are used throughout this summary of financial analyses:

Publicly Traded Comparable Companies Analysis.

Morgan Stanley performed a publicly traded comparable companies analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared, using publicly available information, certain future financial information for SP+ with corresponding future financial information, ratios and public market multiples for other companies that shared

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certain similar characteristics to SP+. For purposes of this analysis, Morgan Stanley analyzed the ratios comparing the AV to EBITDA (“AV / EBITDA”), for calendar years 2023 and 2024, based on consensus estimates, of the following companies:

Results of the analysis were presented for the Facilities Management Services Comparable Companies and Other Business Services Comparable Companies, as indicated in the following tables:

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Based on its analysis of the relevant metrics for each of the Comparable Companies and taking into consideration the different business, financial and operating characteristics of the Comparable Companies as compared to SP+ and considering historical trading multiples of SP+ and upon the application of its professional judgment, Morgan Stanley selected a representative range of AV / EBITDA multiples for fiscal year 2023 of 8.0x to 10.5x and applied this range of multiples to the estimate of fiscal year 2023 Adj. EBITDA of SP+ of $130 million and a representative range of AV / EBITDA multiples for fiscal year 2024 of 7.5x to 10.0x and applied this range of multiples to the estimate of fiscal year 2024 Adj. EBITDA of SP+ of $138 million, in each case, based on the estimated Adj. EBITDA provided by SP+ management in the SP+ Projections. Morgan Stanley derived a range of implied per share prices as follows, each rounded to the nearest $0.25, as compared to the Merger Consideration payable pursuant to the Merger Agreement of $54.00 per share:

No company utilized in the publicly traded comparable companies analysis is identical to SP+ and hence the foregoing summary and underlying financial analyses involved considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which SP+ was compared. In evaluating Comparable Companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of SP+, such as the impact of competition on the business of SP+ and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of SP+ or the industry or in the financial markets in general. Mathematical analysis is not in itself a meaningful method of using publicly traded comparable companies data.

Discounted Equity Value Analysis.

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the future implied value of a company’s common equity as a function of that company’s estimated future earnings. The resulting equity value is subsequently discounted to arrive at an estimate of the implied present value for such company’s potential future per share equity value. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share on a stand-alone basis for SP+.

To calculate the discounted per share equity value for SP+, Morgan Stanley utilized estimated Adj. EBITDA for the next 12 months (“NTM”) following December 31, 2024 of $154 million based on the SP+ Projections. Based upon the application of its professional judgment and experience, Morgan Stanley applied a range of multiples of AV to NTM Adj. EBITDA as of December 31, 2024 of 8.0x to 10.0x, and discounted the resulting equity values to June 30, 2023 at a discount rate of 11.1% based on Morgan Stanley’s estimate of SP+’s then-current cost of

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equity. Based on this analysis, Morgan Stanley derived a range of estimated implied values per share of SP+ Common Stock of $41.50 to $54.25, rounded to the nearest $0.25, as compared to the consideration offered and payable pursuant to the Merger Agreement of $54.00 per share.

Discounted Cash Flow Analysis.

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of a company. Morgan Stanley calculated a range of implied values per share of SP+ Common Stock based on estimates of future unlevered free cash flows for the second half of fiscal year 2023 and each of the fiscal years 2024 through 2027 contained in the SP+ Projections. For purposes of this analysis, unlevered free cash flow was calculated as Adj. EBITDA, less unlevered cash tax expense, less capital expenditures, less a cash lease adjustment (to account for a non-recurring adjustment related to legacy operating lease asset write-offs), plus or less change in net working capital.

The unlevered free cash flows and terminal values were discounted to present values as of June 30, 2023, at a discount rate ranging from 8.8% to 9.4%, which discount rates were selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of SP+’s weighted average cost of capital. To calculate terminal values, Morgan Stanley utilized perpetual growth rates of 0.0% to 2.0% as part of its analyses (which analysis implied a range of AV to last 12 months’ (“LTM”) Adj. EBITDA terminal exit multiples of 7.3x to 10.3x), with such rates selected upon the application of Morgan Stanley’s professional judgment and experience. To calculate the implied equity value, Morgan Stanley then adjusted the discounted value of unlevered free cash flows and terminal value by subtracting net debt as of June 30, 2023 as provided by SP+’s management.

Based on this analysis, Morgan Stanley derived a range of estimated implied values per share of SP+ Common Stock of $47.25 to $67.75, rounded to the nearest $0.25, as compared to the consideration offered and payable pursuant to the Merger Agreement of $54.00 per share.

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Precedent Transactions Analysis.

Morgan Stanley performed a precedent transactions analysis, which attempts to provide an implied value of a company based on publicly available financial terms of selected precedent transactions based on Morgan Stanley’s professional judgment and experience (the “Selected Precedent Transactions”). For purposes of this analysis, Morgan Stanley analyzed the ratios of AV to LTM EBITDA of the target company based on publicly available information at the time of announcement or at the unaffected date of each such transaction.

The selected precedent transactions varied significantly based upon company scale, business risks, growth prospects and geography, as well as the prevailing market environment at the time of such transactions. Based on its professional judgment and experience and taking into consideration, among other things, (i) the observed multiples (identified in the table above) for the precedent transactions listed above, and (ii) the prevailing market environment for the valuation and performance of the companies in SP+’s industry at the time of each transaction as compared to the current prevailing market trends, Morgan Stanley applied AV / LTM EBITDA multiples of 10.5x and 12.5x to SP+’s LTM EBITDA as of June 30, 2023 of $122 million. Based on this analysis, Morgan Stanley calculated estimated implied values per share of SP+ Common Stock of $45.25 and $57.25, each rounded to the nearest $0.25, as compared to the consideration payable pursuant to the Merger Agreement of $54.00 per share.

No company or transaction utilized in the precedent transactions analysis is identical to SP+ or the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of SP+, such as the impact of competition on SP+’s business or the industry generally, industry growth, and the absence of any adverse material change in the financial condition or prospects of SP+ or the industry, or in the financial markets in general.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion, but which were noted as reference data for the Board, including the following information described below under the sections entitled “—Equity Research Analysts’ Future Price Targets” and “—Historical Trading Range.”

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Equity Research Analysts’ Future Price Targets.

For reference only, Morgan Stanley reviewed future public market trading price targets for SP+ Common Stock prepared and published by three equity research analysts prior to October 3, 2023, the last full trading day before the October 4, 2023 presentation by Morgan Stanley to the Board. These forward targets generally reflected each analyst’s estimate of the 12-month future public market trading price of SP+ Common Stock. Morgan Stanley also discounted such 12-month future market trading price estimates by the estimated cost of equity of 11.1% for SP+. Based on the foregoing, the indicative discounted value range of the research analysts’ price targets for SP+, rounded to the nearest $0.25, was $45.00 to $57.50 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for SP+ Common Stock and these estimates are subject to uncertainties, including the future financial performance of SP+, and future financial market conditions.

Historical Trading Range.

For reference only, Morgan Stanley reviewed the historical trading range of SP+ Common Stock over the 52-week period ended on October 3, 2023, the last full trading day before the October 4, 2023 presentation by Morgan Stanley to the Board. For the 52-week period reviewed, Morgan Stanley observed that the intraday high and low prices of SP+ Common Stock were $31.13 and $42.29 per share, respectively.

General

In connection with the review of the Merger by the Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the range of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of SP+.

In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of SP+. These include, among other things, the impact of competition on the business of SP+ and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of SP+ and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the Merger Consideration to be received by the holders of shares of SP+ Common Stock pursuant to the Merger Agreement, and in connection with the delivery of its opinion dated October 4, 2023 to the Board.

The Merger Consideration was determined through arm’s-length negotiations between SP+ and Parent, and was approved by the Board. Morgan Stanley acted as financial advisor to the Board during these negotiations but did not, however, recommend any specific consideration to SP+ or the Board, nor opine that any specific consideration constituted the only appropriate consideration for the Merger.

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Morgan Stanley’s opinion and its presentation to the Board was one of many factors taken into consideration by the Board in deciding to approve the execution, delivery and performance by SP+ of the Merger Agreement and the transactions contemplated thereby. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board with respect to the Merger Consideration pursuant to the Merger Agreement or of whether the Board would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

The Board retained Morgan Stanley based on Morgan Stanley’s experience in transactions similar to the Merger, qualifications, expertise and reputation and its knowledge of SP+ and its business and the industries in which SP+ conducts its business. Under the terms of its engagement letter dated August 22, 2023, Morgan Stanley provided SP+ financial advisory services and an opinion, described in this section and attached to this Proxy Statement as Annex B, in connection with the Merger. As compensation for Morgan Stanley’s financial advisory services, SP+ has agreed to pay Morgan Stanley a fee, a substantial portion of which is contingent upon the closing of the Merger, which is estimated, as of the date of this Proxy Statement, to be approximately $26 million (the “Morgan Stanley Transaction Fee”). As compensation for Morgan Stanley rendering a financial opinion to the Board, SP+ paid Morgan Stanley a fee equal to $3 million, which will be credited against the Morgan Stanley Transaction Fee payable if the Merger is consummated. SP+ has also agreed to reimburse Morgan Stanley for its reasonable and documented out-of-pocket expenses incurred from time to time in connection with Morgan Stanley’s engagement. In addition, SP+ has agreed to indemnify Morgan Stanley and its affiliates, its and their respective current and former officers, directors, employees and agents and each other entity or person, if any, controlling Morgan Stanley or any of its affiliates, from and against certain losses, claims, damages and liabilities related to, arising out of or in connection with Morgan Stanley’s engagement.

In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have not provided financial advisory or financing services to SP+, Parent or 3L Capital Management (“3L”) (which Morgan Stanley understands ultimately held, as of the date of its opinion, a significant equity ownership in Parent) and have not received any fees for such services. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have provided certain financing services to Eldridge (which Morgan Stanley understands ultimately held, as of the date of its opinion, a significant equity ownership interest in Parent) and certain of its majority-controlled affiliates (which includes portfolio companies, including Security Benefit Life Insurance Company) (collectively, for the purposes of this section, the “Eldridge Related Entities”), for which Morgan Stanley and its affiliates have received aggregate fees of approximately less than $1 million in connection with such services. Morgan Stanley may also seek to provide financial advisory and financing services to SP+, Parent, Eldridge, the Eldridge Related Entities, and 3L and their respective affiliates in the future and would expect to receive fees for the rendering of these services. In addition, Morgan Stanley, its affiliates, directors or officers, including individuals working with SP+ in connection with the Merger, may have committed and may commit in the future to invest in investment funds managed by 3L or its affiliates, or in affiliates of Morgan Stanley that may hold direct equity and/or partnership interests in investment funds managed by 3L or its affiliates.

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of SP+, Parent, Eldridge, the Eldridge Related Entities, 3L and their respective affiliates, or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument.

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Projections Prepared by SP+’s Management

As part of SP+’s ordinary course strategic planning process, SP+’s management prepared certain non-public unaudited prospective financial information with respect to SP+ on a stand-alone basis for fiscal year 2023 through fiscal year 2027 (the “SP+ Projections”), which was used by the Board in connection with its review of strategic alternatives. The SP+ Projections were provided to Morgan Stanley and were authorized by the Board for Morgan Stanley’s use and reliance for purposes of preparing its financial analyses and fairness opinion provided to the Board on October 4, 2023 in connection with its consideration of the transactions contemplated by the Merger, as described in the section entitled “The Merger—Opinion of SP+’s Financial Advisor” beginning on page [●] of this Proxy Statement. In addition, the SP+ Projections were made available to Parent in connection with its due diligence review of a potential transaction. The SP+ Projections were prepared in August 2023, treating SP+ on a stand-alone basis without giving effect to, and as if SP+ never contemplated, the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

The SP+ Projections were not prepared with a view toward public disclosure, and the summary thereof is included in this Proxy Statement only because such information was made available to the Board in connection with its review of strategic alternatives, to Parent in connection with its due diligence review of a potential transaction, and to Morgan Stanley for purposes of preparing its financial analyses and fairness opinion provided to the Board on October 4, 2023 in connection with its consideration of the transactions contemplated by the Merger, as described in the section entitled “The Merger—Opinion of SP+’s Financial Advisor” beginning on page [●] of this Proxy Statement. The summary of the SP+ Projections is not being included in this Proxy Statement to influence your decision whether to vote for the proposal to adopt the Merger Agreement or to influence any other investment decision, including whether or not to seek appraisal rights with respect to your shares of SP+ Common Stock. The SP+ Projections were not prepared with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or in conformity with accounting principles generally accepted in the United States (“GAAP”), and the SP+ Projections do not include footnote disclosures as may be required by GAAP. Neither Ernst & Young LLP (“EY”), SP+’s independent registered public accounting firm, nor any other independent accountant has compiled, reviewed, examined, performed any other assurance procedures, or expressed any form of assurance with respect to the SP+ Projections included in this Proxy Statement. The EY report included in SP+’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which is incorporated by reference into this Proxy Statement, relates to SP+’s historical audited financial statements and does not extend to the unaudited SP+ Projections and should not be read to do so.

The SP+ Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the SP+ Projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by SP+ management as of the date of their preparation. These estimates and assumptions contain forward-looking information that may prove to be inaccurate for any number of reasons, including general economic, regulatory and market conditions, industry performance, competition, other future events and the risks discussed in this Proxy Statement under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●] of this Proxy Statement. The SP+ Projections also reflect assumptions as to certain business decisions that are subject to change. In addition, the SP+ Projections will be affected by SP+’s ability to achieve strategic goals, objectives and targets over the applicable periods. There can be no assurance that the projections contained in the SP+ Projections will be realized, and actual results may differ materially from those shown therein. Generally, the further in the future the period is to which SP+ Projections relate, the more unreliable the projections become.

The information in the SP+ Projections is not factual and should not be relied upon as being necessarily indicative of future results, and SP+’s stockholders are cautioned not to place undue reliance on the SP+

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Projections. The SP+ Projections should be evaluated in conjunction with the historical financial statements and other information regarding SP+ contained in SP+’s public filings with the SEC.

The SP+ Projections contain certain “non-GAAP financial measures,” which are numerical measures of financial performance, financial position or cash flows that are not calculated and presented in accordance with GAAP. These non-GAAP financial measures include Adj. Gross Profit (which means total revenue less total cost of services (exclusive of depreciation and amortization)), EBITDA (which means earnings before interest, taxes, depreciation and amortization), Adj. EBITDA (which excludes from EBITDA gain on sale of a business or contribution of a business to an unconsolidated entity, gain/loss on termination of joint ventures or sale of other investments and other items that management does not consider indicative of its core performance), and free cash flow (which means net cash provided by (used in) operating activities, less cash used for investing activities (exclusive of cash used for acquisitions or the purchase of intangible assets and net after-tax cash proceeds from the sale of businesses or joint venture related assets), less distributions to non-controlling interests, plus the effect of exchange rate changes on cash and cash equivalents). SP+ believes that its presentation of these non-GAAP measures provides useful supplemental information to investors and management regarding SP+’s financial condition and results of operations. Other firms may calculate non-GAAP measures differently than SP+, which limits comparability between companies. Non-GAAP measures are not in accordance with, or a substitute for, GAAP.

Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Merger, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules. As a result, the SP+ Projections are not subject to SEC rules that would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP. In addition, reconciliations of non-GAAP financial measures were not relied upon by Morgan Stanley for purposes of its opinion or by the Board in connection with its evaluation of the Merger. Accordingly, SP+ has not provided a reconciliation of the non-GAAP financial measures included in the SP+ Projections to the most directly comparable GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated and presented in accordance with GAAP, and non-GAAP financial measures as used by SP+ may not be comparable to similarly titled amounts used by other companies. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures calculated and presented in accordance with GAAP.

None of SP+ or Morgan Stanley or their respective affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the SP+ Projections. Except as required by applicable securities laws, none of SP+ or its affiliates undertakes any obligation to update, or otherwise revise or reconcile, the SP+ Projections to reflect circumstances existing after the date the SP+ Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the SP+ Projections are shown to be in error. Since the date of the SP+ Projections, SP+ has made publicly available its actual results of operations and financial condition for the third quarter ended September 30, 2023. You should review SP+’s Current Reports on Form 8-K filed with the SEC on November 1, 2023 for this information. The inclusion of the SP+ Projections herein should not be viewed as a representation by any of SP+, Morgan Stanley or their respective affiliates, advisors, officers, directors or other representatives regarding the SP+ Projections, regarding SP+’s ultimate performance compared to the information contained in the SP+ Projections or that forecasted results will be achieved.

The following table presents a summary of the SP+ Projections:

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In addition, at the direction of SP+ management, Morgan Stanley calculated unlevered free cash flow for SP+ based on the SP+ Projections and based on information and assumptions provided by SP+ management, which calculations were authorized by the Board for Morgan Stanley’s use and reliance for purposes of preparing its financial analyses and fairness opinion provided to the Board on October 4, 2023 in connection with its consideration of the transactions contemplated by the Merger, as described in the section entitled “The Merger—Opinion of SP+’s Financial Advisor” beginning on page [●] of this Proxy Statement. The following table sets forth the results of these calculations for the second half of the calendar year ending December 31, 2023 (“2H2023”) through the end of the calendar year ending December 31, 2027.

Interests of the Directors and Executive Officers of SP+ in the Merger

In considering the recommendation of the Board that holders of SP+ Common Stock vote to adopt the Merger Agreement, our stockholders should be aware that certain of SP+’s non-employee directors and executive officers have interests in the Merger that may be different from, or in addition to, those of SP+’s stockholders generally. The Board was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by SP+ stockholders.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

As the amounts provided below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

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Treatment and Quantification of Shares and SP+ Awards

Treatment of Shares

At the Effective Time, each share of SP+ Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Excluded Shares, which in each case will be canceled and retired for no consideration, and (ii) Dissenting Shares) will be canceled and converted to receive an amount in cash, without interest, equal to the Merger Consideration.

Treatment of SP+ RSUs

At the Effective Time, each SP+ RSU that is outstanding immediately prior to the Effective Time will automatically vest (if unvested) and be canceled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of SP+ Common Stock underlying such SP+ RSU multiplied by (ii) the Merger Consideration.

Treatment of SP+ PSUs

At the Effective Time, each SP+ PSU that is outstanding immediately prior to the Effective Time will automatically be canceled and converted into the right to receive an amount in cash, without interest, equal to (i) the number of shares of SP+ Common Stock underlying such SP+ PSU attributable to the percentage of the SP+ PSUs that vest as of immediately prior to the Effective Time (with vesting determined in accordance with the following sentence) multiplied by (ii) the Merger Consideration, and any SP+ PSUs that do not so vest will be canceled and terminated for no consideration. Each SP+ PSU (x) in respect of which the performance period has not expired as of the Effective Time shall vest determined based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (determined by pro-rating the performance metrics to reflect the shortened performance period) and (y) in respect of which the performance period has expired as of the Effective Time, shall vest based on actual level of performance through the end of the performance period, in each case, as determined in good faith consistent with past practices by the Board; provided that in the event the Effective Time occurs on or after December 31, 2024, each outstanding award of SP+ PSUs will vest immediately prior to the Effective Time, regardless of whether the performance period has expired as of the Effective Time, determined based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (determined by pro-rating the performance metrics to reflect the shortened performance period).

2023 Acceleration of SP+ RSUs, SP+ PSUs and Performance-Based Cash Incentive Awards

Each outstanding (i) SP+ RSU which was scheduled to vest on December 31, 2023 that was held by a disqualified individual (within the meaning of Section 280G of the Code) vested in full and settled in December 2023; and (ii) SP+ PSU and performance-based cash incentive award, in each case, for the performance period which was scheduled to end on December 31, 2023 that was held by a disqualified individual (within the meaning of Section 280G of the Code) vested and will be paid or was settled, as applicable, in December 2023, determined based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (which was equal to 200% of target performance for the SP+ PSUs and payout percentages ranging from 88% to 175% of target (after applying the company performance factor) for the SP+ performance-based cash incentive awards).

Treatment of SP+ RSUs Granted After October 4, 2023

If the closing of the Merger does not occur on or before December 31, 2023, then SP+ may grant additional time-based SP+ RSUs to executives and other employees of SP+; provided that the aggregate target grant date fair value of such awards granted to executives and other employees in 2024 shall not exceed $10,700,000 (with the grant date fair value determined based on the Merger Consideration) and will be subject to a three-year vesting period and will vest on a pro-rata basis immediately prior to the Effective Time based on the number of days that

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have elapsed since the beginning of the vesting period, e.g., if the Effective Time occurs on June 30, 2024, then one-sixth (1/6th) of the SP+ RSUs underlying an applicable award will vest, with any portion of the SP+ RSUs underlying such award that does not vest being forfeited for no consideration at the Effective Time.

Treatment of SP+ Annual Cash Awards Granted After October 4, 2023

If the closing of the Merger does not occur on or before December 31, 2023, SP+ may make time- and/or performance-based annual cash award grants to executives and other employees; provided that the aggregate dollar value of such awards granted to executives and other employees in 2024 shall not exceed $10,400,000 and will be subject to a one-year vesting period and vest on a pro-rata basis immediately prior to the Effective Time based on the number of days that have elapsed since the beginning of the vesting period, e.g., if the Effective Time occurs on June 30, 2024, then one-half (¹⁄₂) of such awards shall vest, with any portion of such awards that does not vest being forfeited for no consideration at the Effective Time.

Based on the assumptions described above under “The Merger—Interests of the Directors and Executive Officers of SP+ in the Merger—Certain Assumptions” beginning on page [●] of this Proxy Statement, the estimated aggregate amounts that would become payable to SP+’s executive officers and non-employee directors with respect to their SP+ Common Stock and SP+ equity awards is set forth in the following tables. The information in the following tables is based on the number of shares of SP+ Common Stock and SP+ equity awards directly or indirectly held by SP+’s executive officers and non-employee directors as of December 11, 2023. However, the actual amount of SP+ Common Stock and SP+ equity awards that will be canceled and converted into the right to receive Merger Consideration in the manner described above will depend on the actual amount held by the individuals at the actual Effective Time. The following tables do not include the estimated aggregate amounts that would become payable to SP+’s executive officers with respect to any annual cash awards granted in 2024, which will be determined in the Board’s sole discretion and are unable to be quantified prior to the filing of this Proxy Statement.

Quantification of SP+ Common Stock

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Quantification of SP+ Equity Awards

Each of the executive officers has consented to the vesting of their SP+ PSUs based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (determined by pro-rating the performance metrics to reflect the shortened performance period), which is equal to 153% of target performance with respect to the 2022-2024 cycle and 137% of target performance with respect to the 2023-2025 cycle.

Double-Trigger Change in Control Payments under the CEO Employment Agreement and the Change in Control Plan with SP+ Executive Officers

SP+ entered into an amended and restated CEO employment agreement with Mr. Baumann on October 4, 2023 (the “CEO Employment Agreement”) in connection with his continued service as Chief Executive Officer of SP+. The CEO Employment Agreement provides that Mr. Baumann is eligible to receive severance benefits if his employment is terminated by SP+ without “Cause” or by Mr. Baumann for “Good Reason” during the period beginning three (3) months prior to the public announcement of a Change in Control (which includes the Merger) and ending on the second (2^nd) anniversary of a Change in Control (which includes the Merger) (a “Baumann Change in Control Termination”), among other circumstances. “Cause,” “Good Reason” and “Change in Control” are defined in the CEO Employment Agreement. Upon a Baumann Change in Control Termination, subject to Mr. Baumann’s agreement to comply in all material respects with the non-competition, non-solicitation and confidentiality obligations set forth in the CEO Employment Agreement and his execution and non-revocation of a separation agreement and release in substantially the form attached to the CEO Employment Agreement (the “Release”), Mr. Baumann is eligible to receive:

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Under the non-competition restrictive covenants in the CEO Employment Agreement, Mr. Baumann may not, directly or indirectly, engage in any business which is competitive with the business of SP+ or its affiliates while he is employed by SP+ and for twenty-four (24) months after his separation of service without first obtaining the express written permission of SP+’s Chief Legal Officer, which permission may be withheld in SP+’s sole discretion.

Under the non-solicitation restrictive covenants in the CEO Employment Agreement, while Mr. Baumann is employed by SP+ and for twenty-four (24) months after his separation from service, he may not directly or indirectly solicit (i) certain of SP+’s clients, customers or persons responsible for referring business to SP+ without first obtaining the express written permission of SP+’s Chief Legal Officer, which permission may be withheld in SP+’s sole discretion, or (ii) any employees or representatives of SP+ who possess trade secret and confidential information of SP+.

Mr. Baumann is also subject to perpetual confidentiality restrictive covenants.

Each of SP+’s other executive officers, Mr. Roy, Mr. Sherman and Ms. Vig, are eligible to receive benefits under the SP Plus Corporation Change in Control Severance Plan, as established on December 28, 2022, as it may be amended from time to time (the “Change in Control Plan”). The Change in Control Plan generally provides that if the executive officer is terminated from employment by SP+ without “Cause” or on account of the executive officer’s death, or the executive officer resigns for “Good Reason,” during the period beginning three (3) months prior to the public announcement of a Change in Control (which includes the Merger) and ending on the second (2^nd) anniversary of a Change in Control (which includes the Merger), then the executive officer is eligible to receive the following, subject to their timely execution and non-revocation of a release in favor of SP+ in the form attached to the Change in Control Plan (the “CIC Release”) and adherence to certain non-competition, non-solicitation, non-disparagement and confidentiality obligations:

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“Cause,” “Good Reason” and “Change in Control” are defined in the Change in Control Plan.

Under the non-competition restrictive covenants in the Change in Control Plan, an executive officer may not, directly or indirectly, engage in any business which is competitive with the business of SP+ or its affiliates for one year after the executive officer’s separation of service, without the prior written consent of SP+.

Under the executive officers’ non-solicitation restrictive covenants in the Change in Control Plan, an executive officer may not directly or indirectly solicit certain of SP+’s employees for one year after the executive officer’s separation of service.

Under the executive officers’ non-disparagement restrictive covenants in the Change in Control Plan, an executive officer may not directly or indirectly make any disparaging statements about SP+ or its directors, officers, or employees (excluding certain required evidence or testimony) and similarly SP+ and its officers and directors may not disparage or defame the executive officer.

Each executive officer is also subject to perpetual confidentiality restrictive covenants.

See the section entitled “The Merger—Interests of the Directors and Executive Officers of SP+ in the Merger—NEO Golden Parachute Compensation” beginning on page [●] of this Proxy Statement for an estimate of the amounts that would become payable under the CEO Employment Agreement with respect to Mr. Baumann and the Change in Control Plan with respect to each other SP+ named executive officer upon a termination of employment without cause or for good reason as of the Change in Control Date.

SP+ RSUs Granted After October 4, 2023

In 2024, prior to the closing of the Merger, SP+ expects to approve the grant of an annual award of SP+ RSUs to each executive officer, which will vest and be paid out on a pro-rata basis at the Effective Time, with any portion of such awards that does not vest being forfeited for no consideration at the Effective Time. The number of SP+ RSUs subject to any such award will be determined in the Board’s sole discretion and is unable to be quantified prior to the filing of this Proxy Statement.

SP+ Annual Cash Awards Granted After October 4, 2023

In 2024, prior to the closing of the Merger, SP+ expects to approve the grant of an annual cash award to each executive officer, which will vest and be paid out on a pro-rata basis at the Effective Time, with any portion of such awards that does not vest being forfeited for no consideration at the Effective Time. The amount of cash subject to any such award will be determined in the Board’s sole discretion and is unable to be quantified prior to the filing of this Proxy Statement.

Transaction Bonus Awards

Certain employees, including certain executive officers and excluding the Chief Executive Officer, will receive transaction bonus awards which will vest in full upon the Effective Time, subject to accelerated vesting upon an earlier termination of employment by SP+ other than for cause prior to the Effective Time. The amount of each transaction bonus award for each executive officer, other than the Chief Executive Officer, will be equal to $200,000.

Nonqualified Deferred Compensation Plan

SP+ offers a nonqualified deferred compensation plan to those employees whose participation in SP+’s 401(k) plan is limited by statute or regulation. The nonqualified deferred compensation plan allows certain employees to defer a portion of their compensation to be paid to the participants upon a change in control or other distribution

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date selected by the employee. Each of our executive officers has elected to receive certain lump sum payments with respect to their deferred compensation accounts upon a change in control event, equal in the aggregate to $350,686 for G Marc Baumann, $460,824 for Kristopher H. Roy, $710,005 for Christopher R. Sherman, and $92,434 for Ritu Vig, which will become payable upon the closing of the Merger. Additionally, Christopher Sherman has elected to receive $197,980 in annual installments over a term of ten years following a change in control event with respect to one of his deferred compensation accounts, which will commence upon the closing of the Merger.

280G Mitigation Actions

To the extent that the closing of the Merger is anticipated to occur in 2024, SP+ may take the following tax-planning actions to mitigate any adverse tax consequences under Sections 280G or 4999 of the Code that could arise in connection with the closing of the Merger: (i) provide for payment in 2023 of cash incentive compensation awards that would otherwise be payable in 2024, and (ii) settle equity awards that would otherwise have been settled in accordance with their terms in 2024, in each case, with respect to performance-based awards based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (determined by pro-rating the performance metrics to reflect the shortened performance period). Further, SP+ expects to engage an independent compensation consultant to determine the value attributable to restrictive covenants that would be considered reasonable compensation for services after the closing of the Merger.

As of the date of this Proxy Statement, SP+ has determined that it will take some or all of the foregoing actions to mitigate the potential impact of the excise tax imposed on amounts that constitute “excess parachute payments” under Section 280G of the Code on any affected individuals (including SP+’s executive officers).

In December 2023, SP+ will pay the cash incentive compensation awards that would otherwise be payable in 2024, and settled equity awards that would otherwise have been settled in accordance with their terms in 2024, in each case, with respect to performance-based awards based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (determined by pro-rating the performance metrics to reflect the shortened performance period).

As of the date of this Proxy Statement, SP+ has also engaged an independent compensation consultant to determine the value attributable to restrictive covenants that apply to Mr. Baumann and Mr. Roy, but such value has not yet been determined prior to the filing of this Proxy Statement.

Tax Reimbursement Agreements

On October 4, 2023, SP+ entered into tax reimbursement agreements with Mr. Baumann and Mr. Roy, and on November 22 and November 24, 2023, SP+ entered into tax reimbursement agreements with Mr. Sherman and Ms. Vig, respectively, which provide each of them, to the extent they are subjected to the excise tax under Section 4999 of the Code, with a payment such that each of them will retain an amount equal to the amount he or she would have received had the excise tax not applied to certain payments and benefits received in connection with the Merger.

Compensation Arrangements with Parent

As of the date of this Proxy Statement, none of SP+’s executive officers have entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent, the Surviving Corporation or one or more of their affiliates. Prior to, or following the closing of the Merger, however, some or all of SP+’s executive officers may discuss or enter into agreements with Parent regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates (including the Surviving Corporation).

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NEO Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K under the Securities Act of 1933, as amended, the table below sets forth the compensation that is based on, or otherwise relates to, the Merger that will or may become payable to each “named executive officer” or “NEO” of SP+ in connection with the Merger. For purposes of this disclosure, SP+’s named executive officers are:

Executive Advisor Agreements

On January 1, 2023, Mr. Toy transitioned from his role with SP+ as President of the Commercial Division to Executive Advisor to the Commercial Division. In connection with this transition, SP+ entered into an Amended and Restated Employment Agreement with Mr. Toy, effective as of January 1, 2023 (the “Toy Agreement”). The Toy Agreement provides that SP+ shall employ Mr. Toy as an executive advisor for an employment period beginning on January 1, 2023, and ending December 31, 2025. Pursuant to the Toy Agreement, Mr. Toy is not entitled to any severance payments or benefits if SP+ terminates his employment, or he resigns for Good Reason, in either case, after December 31, 2023.

However, if Mr. Toy voluntarily terminates his employment or if his employment is terminated by SP+ for Cause at any time, subject to his adherence to certain non-competition, non-solicitation and confidentiality obligations and his execution of a confidential severance agreement and general release which shall contain confirmation of his agreement to strictly comply with such non-competition, non-solicitation and confidentiality obligations, SP+ shall pay him as additional consideration for such strict compliance, an amount equal to one-twenty-fourth (1/24) of his annual base salary in effect as of the day before the date of such employment termination.

Under the non-competition restrictive covenants in the Toy Agreement, Mr. Toy may not, directly or indirectly, engage in any business which is competitive with the business of SP+ or its affiliates while he is employed by SP+ and for twelve (12) months after his separation of service without first obtaining the express written permission of SP+’s Chief Legal Officer, which permission may be withheld in SP+’s sole discretion.

Under the non-solicitation restrictive covenants in the Toy Agreement, while Mr. Toy is employed by SP+ and for twelve (12) months after his separation from service, he may not directly or indirectly solicit (i) certain of SP+’s clients, customers or persons responsible for referring business to SP+ without first obtaining the express written permission of SP+’s Chief Legal Officer, which permission may be withheld in SP+’s sole discretion, or (ii) any employees or representatives of SP+ who possess trade secret and confidential information of SP+.

Mr. Toy is also subject to perpetual confidentiality restrictive covenants.

“Cause” and “Good Reason” are defined in the Toy Agreement.

In addition, John Ricchiuto transitioned from his role as President of the Airports Division to Executive Advisor to the Airports Division. On December 29, 2022, SP+ entered into a fourth amendment to the employment agreement dated December 1, 2002, as amended, between SP+ and Mr. Ricchiuto (the “Ricchiuto Amendment”) and a Consulting Agreement with Mr. Ricchiuto (the “Ricchiuto Consulting Agreement”). The Ricchiuto Amendment provides that SP+ shall employ Mr. Ricchiuto as an executive advisor for an employment period beginning on January 1, 2023, and ending December 31, 2023. The Ricchiuto Consulting Agreement provides

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that SP+ shall engage Mr. Ricchiuto as a consultant to SP+ beginning on January 1, 2024, and ending December 31, 2024. Pursuant to the Ricchiuto Amendment and the Ricchiuto Consulting Agreement, Mr. Ricchiuto is not entitled to any severance payments or benefits if SP+ terminates his employment or service, or he resigns for Good Reason, in either case, after December 31, 2023.

Pursuant to the Ricchiuto Consulting Agreement, Mr. Ricchiuto has also agreed to be bound by certain non-solicitation and confidentiality obligations.

Under the non-solicitation restrictive covenants in the Ricchiuto Consulting Agreement, during the term of the Ricchiuto Consulting Agreement and for one year after Mr. Ricchiuto’s separation from service, he may not directly or indirectly solicit (i) certain of SP+’s clients, customers or persons responsible for referring business to SP+ without first obtaining the express written permission of SP+’s Chief Legal Officer, which permission may be withheld in SP+’s sole discretion, or (ii) any employees or representatives of SP+ who possess trade secret and confidential information of SP+.

Mr. Ricchiuto is also subject to perpetual confidentiality restrictive covenants.

“Cause” and “Good Reason” are defined in Mr. Ricchiuto’s original employment agreement.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to completion of the Merger, including any equity award grants that may be made after the assumed Change in Control Date of April 30, 2024. For purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

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NEO Golden Parachute Compensation Table

The estimated amount of each of the foregoing payments is shown in the following table:

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Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, SP+’s directors and executive officers will be entitled to certain ongoing indemnification and coverage for a period of six (6) years following the Effective Time under directors’ and officers’ liability insurance policies from the Surviving Corporation. This indemnification and insurance coverage is further described in the section entitled “Terms of the Merger Agreement—Indemnification and Insurance” beginning on page [●] of this Proxy Statement.

Financing of the Merger

The total amount of funds necessary to consummate the Merger and related transactions, including payment of related fees and expenses, is presently anticipated to be approximately $1,659,000,000.

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Equity Commitments

In connection with the Merger Agreement, Parent has arranged the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter, pursuant to which certain Metropolis Investors provided commitments in an aggregate amount of $1,050,000,000 in cash, in immediately available U.S. funds, solely for the purpose of funding at the Closing (i) the payment by Parent of the aggregate Merger Consideration and (ii) any other amounts required to be paid pursuant to the Merger Agreement by Parent or Merger Sub, as applicable, in each case, pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement.

The several (and not joint) obligation of each of the Metropolis Investors to fund its respective equity commitment is subject to (a) the terms of the Equity Commitment Letter, (b) the satisfaction or waiver of all of the conditions to the obligations of Parent and Merger Sub to effect the closing of the Merger as set forth in the Merger Agreement prior to or substantially concurrently with the closing of the Merger (other than those conditions that by their nature are to be satisfied at the closing of the Merger (but subject to such conditions being satisfied or, to the extent not prohibited by law, waived at the closing of the Merger)) and (c) the contemporaneous consummation of the Merger (assuming the funding of the equity commitments) in accordance with the terms of the Merger Agreement.

Debt Commitment

In connection with the Merger Agreement, Parent has arranged the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter, pursuant to which the Debt Commitment Lenders have provided commitments in respect of (i) a Term Facility in an aggregate principal amount of $550,000,000 and (ii) a Revolving Facility in a principal amount of up to $100,000,000. The proceeds of the Term Facility may be used on the Closing Date (a) to (i) repay certain existing indebtedness of Parent, the Company and their respective subsidiaries, (ii) finance a portion of the purchase price and (iii) pay fees, expenses and other costs (including upfront fees and original issue discount) incurred in connection with the transactions contemplated by the Merger Agreement, and (b) if any proceeds of the Term Facility remain following the consummation of the Merger, for general corporate purposes. The proceeds of the Revolving Facility may be used (i) on the Closing Date to (A) finance a portion of the purchase price and to pay fees, expenses and other costs incurred in connection with the transactions contemplated by the Merger Agreement, (including costs incurred in connection with such transactions), (B) cash collateralize, replace or provide credit support with respect to any existing letters of credit, bank guarantees, surety bonds or similar instruments outstanding on the Closing Date under facilities no longer available to SP+ or its subsidiaries as of the Closing Date, and (C) fund working capital needs of Parent and its subsidiaries (including to repay outstanding revolving loans under the Existing Credit Agreement (as defined below)); provided that amounts borrowed pursuant to clause (i)(A) on the Closing Date shall not exceed $70.0 million in the aggregate and (ii) after the Closing Date, solely to finance the working capital needs and for the general corporate purposes of Parent and its subsidiaries.

Notwithstanding the foregoing, in lieu of the entire amount of the Revolving Facility, Parent may arrange to have one or more financial institutions commit to provide financing on a pari passu or super-priority basis (an “Alternate Revolving Facility”) in an aggregate principal amount not to exceed $200,000,000.

The initial borrowings under the Debt Facilities are subject to the satisfaction (or waiver by the Debt Financing Sources (as defined in “Terms of the Merger Agreement—Financing Efforts”)) of a number of limited conditions, including (i) the execution and delivery of executed definitive loan documentation and receipt of customary legal opinions and closing documents, notices and certificates (including a customary solvency certificate), (ii) receipt by Parent of the proceeds of the Equity Financing, (iii) substantially concurrently with the initial funding of the Term Facility, consummation of the Merger pursuant to the Merger Agreement without amendment or modification thereof, that is, in any case, materially adverse to the interests of the Debt Financing Sources unless consented to by the Debt Financing Sources (subject to customary exceptions for changes in the acquisition consideration that will not be deemed to be materially adverse to the Debt Financing Sources), (iv) from the date

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of the Merger Agreement, there having not been a Company Material Adverse Effect (as defined in the Merger Agreement), (v) delivery of certain historical and pro forma financial statements of Parent and its subsidiaries, (vi) delivery of certain documentation with respect to Parent and the guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, (vii) payment of required fees and expenses, (viii) delivery of all documents required to perfect the security interest granted to the applicable agent under the Debt Facilities in the collateral provided thereunder, (ix) the making and accuracy in all material respects of the specified representations set forth in the Debt Commitment Letter and certain representations and warranties in the Merger Agreement and (x) substantially simultaneously with the initial borrowing under the Debt Facilities, the repayment of certain existing and outstanding indebtedness.

The commitments and agreements of the Debt Commitment Lenders under the Debt Commitment Letter will terminate on the earliest to occur of (i) five (5) business days after the Termination Date (as defined in the Merger Agreement), giving effect to, if applicable, certain extension provisions contained in the Merger Agreement, (ii) the Closing Date, (iii) upon the termination of the Merger Agreement in accordance with its terms without the funding of the Debt Facilities and (iv) the consummation of the Merger without the funding of the Debt Facilities.

Limited Guarantees

In connection with the Merger Agreement, Parent and Merger Sub have delivered to SP+ the duly executed limited guarantees (the “Limited Guarantees”) of each of Security Benefit and Eldridge (the “Guarantors”), pursuant to which, and on the terms and subject to the conditions set forth therein, the Guarantors have guaranteed to SP+ each of their pro rata portions of (i) the reverse termination fee under the Merger Agreement, (ii) expenses to enforce payment of the reverse termination fee under the Merger Agreement and (iii) any indemnification and expense reimbursement obligations of Parent in connection with the Debt Financing. The Limited Guarantee of Eldridge is subject to an aggregate cap of $52,216,666.67 and the Limited Guarantee of Security Benefit is subject to an aggregate cap equal to $12,783,333.33.

Closing and Effective Time

Unless otherwise agreed to in writing by SP+ and Parent, the closing of the Merger will take place no later than the second (2nd) business day after the satisfaction or, to the extent not prohibited by law, waiver in accordance with the Merger Agreement of all of the conditions to the closing of the Merger (as described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page [●] of this Proxy Statement), other than those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent not prohibited by law, waiver of such conditions.

Accounting Treatment

The Merger will be accounted for using the acquisition method. In accordance with current accounting guidance, the assets acquired and liabilities assumed will be recorded at their estimated fair values as of the acquisition date. Goodwill is recorded as the excess of consideration over the assets acquired. Goodwill will be evaluated for impairment annually. Finite-lived intangible assets will be amortized over their estimated lives. The operating results of SP+ will be included in the operating results of Parent from the Closing Date.

U.S. Federal Income Tax Considerations of the Merger

The following is a summary of the U.S. federal income tax considerations of the Merger generally applicable to holders of SP+ Common Stock whose shares of SP+ Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion applies only to holders who hold shares of SP+ Common Stock as “capital assets” within the meaning of the Code (generally, property held for investment).

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This discussion is based on the Code, its legislative history, final, temporary and proposed U.S. Treasury regulations promulgated thereunder, published positions of the Internal Revenue Service (the “IRS”), court decisions and other applicable authorities, all as in effect on the date hereof, and all of which may be repealed, revoked or modified (possibly with retroactive effect) so as to result in U.S. federal income tax consequences different from those discussed below.

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, nor does it address any consequences to stockholders subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, S corporations, partnerships or other pass-through entities (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) and partners therein, controlled foreign corporations and passive foreign investment companies, banks and financial institutions, insurance companies, brokers and dealers in securities, currencies or commodities, dealers or traders in securities who elect to apply a mark-to-market method of accounting with respect to SP+ Common Stock, regulated investment companies, real estate investment trusts, governmental organizations and qualified foreign pension funds, persons who are subject to the alternative minimum tax, certain former citizens or long-term residents of the United States, persons who actually or constructively own or have owned five percent (5%) or more of SP+ Common Stock, persons who acquire their shares of SP+ Common Stock pursuant to the exercise of employee stock options or otherwise as compensation or in connection with the performance of services, persons who hold their shares of SP+ Common Stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes, and persons whose functional currency is not the U.S. dollar. This discussion does not address any U.S. federal estate, gift or other non-income tax consequences or any state, local or non-U.S. tax consequences, or the consequences of the Medicare tax on net investment income.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of SP+ Common Stock, the tax treatment of a partner in such partnership (or other entity or arrangement) will generally depend upon the status of the partner and the activities of the partnership. Partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding shares of SP+ Common Stock and partners therein should consult their own tax advisors regarding the consequences of the Merger to their particular circumstances.

No ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the Merger described herein. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the discussion set forth in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and U.S. courts could disagree with one or more of the positions taken in this summary.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL THE TAX CONSEQUENCES RELATING TO THE MERGER. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of SP+ Common Stock who is, for U.S. federal income tax purposes:

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The receipt of cash by a U.S. Holder in exchange for shares of SP+ Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis will generally equal the U.S. Holder’s acquisition cost less any prior distribution paid to such U.S. Holder with respect to its shares of SP+ Common Stock treated as a return of capital. Gain or loss will be determined separately for each block of shares of SP+ Common Stock (that is, shares acquired at the same cost in a single transaction). Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one (1) year at the time of the Merger. A reduced tax rate on capital gain will generally apply to long-term capital gain of a non-corporate U.S. Holder. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of SP+ Common Stock who is neither a U.S. Holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

A Non-U.S. Holder will generally not be subject to U.S. federal income tax on any gain realized pursuant to the Merger unless:

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Regulatory Approvals Required for the Merger

Under the Merger Agreement, the Merger cannot be consummated until the applicable waiting period under the HSR Act has expired or been terminated or early termination thereof shall have been granted. SP+ and Parent each made their respective filings required under the HSR Act on December 4, 2023.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder by the U.S. Federal Trade Commission (the “FTC”), the Merger cannot be consummated until SP+ and Parent each file a notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be consummated until the expiration of a thirty (30) calendar day waiting period following the parties’ filing of their respective HSR Act notification forms, unless (i) such waiting period is extended by a request for additional information, (ii) either party withdraws and refiles its HSR Act notification forms prior to the expiration of the initial waiting period, in which case a new thirty (30) calendar day waiting period will be initiated or (iii) the waiting period is terminated earlier. The parties made the filings required under the HSR Act on December 4, 2023.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Additionally, at any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

As of the date of this Proxy Statement, the parties have not identified any non-U.S. antitrust filings that are required to be made in connection with the transactions contemplated by the Merger Agreement. One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants any necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the SP+ Stockholder Approval and the consummation of the Merger.

Although it is expected that all required regulatory clearances and approvals will be obtained, there are no assurances that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the consummation of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement.

Legal Proceedings Regarding the Merger

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to SP+, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that no governmental authority of the United States shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

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TERMS OF THE MERGER AGREEMENT

The discussion of the terms of the Merger Agreement in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated herein by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A hereto. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about SP+, Parent, Merger Sub, the Metropolis Investors or their respective affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in SP+’s public disclosures. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding SP+ and its business. Please see the section entitled “Where You Can Find More Information” beginning on page [●] of this Proxy Statement.

Effects of the Merger

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into SP+, whereupon the separate existence of Merger Sub shall cease, and SP+ shall continue under the name “SP Plus Corporation” as the Surviving Corporation and shall continue to be governed by the laws of the State of Delaware.

Closing and Effective Time

Unless otherwise agreed to in writing by SP+ and Parent, the closing of the Merger will take place no later than the second (2nd) business day after the satisfaction or, to the extent not prohibited by law, waiver in accordance with the Merger Agreement of all of the conditions to the closing of the Merger (as described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page [●] of this Proxy Statement), other than those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent not prohibited by law, waiver of such conditions. Concurrently with the closing of the Merger, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL.

Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that the board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Merger Sub

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immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. From and after the Effective Time, the officers of SP+ at the Effective Time shall be the officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified in accordance with applicable law.

Subject to compliance with the obligations described in the section entitled “Terms of the Merger Agreement—Indemnification and Insurance” beginning on page [●] of this Proxy Statement, at the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be amended and restated to be identical to the certificate of incorporation and bylaws of Merger Sub, until thereafter amended in accordance with the applicable provisions of the certificate of incorporation and bylaws of the Surviving Corporation and the DGCL, except that (i) in each case, the name of the Surviving Corporation shall be SP Plus Corporation and (ii) the indemnity provisions shall be the same as those under SP+’s certificate of incorporation and bylaws, respectively, in each case as in effect immediately prior to the Effective Time.

Merger Consideration

SP+ Common Stock

Upon the consummation of the Merger, at the Effective Time, each share of SP+ Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Excluded Shares, which in each case will be canceled and retired for no consideration, and (ii) Dissenting Shares) will be converted into the right to receive the Merger Consideration.

Outstanding SP+ Equity Awards

The Merger Agreement provides that SP+’s equity awards granted under the SP+ Equity Plan that are outstanding immediately prior to the Effective Time will be subject to the following treatment as of the Effective Time:

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Exchange and Payment Procedures

Prior to the Effective Time, Parent shall, at its sole cost and expense, designate a reputable bank or trust company (the “Paying Agent”), the identity and the terms of appointment of which must be reasonably acceptable to SP+, to make payments of the Merger Consideration to stockholders, and Parent and the Paying Agent shall enter into an agreement relating to the Paying Agent’s responsibilities with respect thereto (the “Paying Agent Agreement”), in form and substance reasonably acceptable to SP+. Immediately prior to or concurrently with the Effective Time, Parent will deposit, or cause to be deposited with the Paying Agent, cash constituting an amount equal to the aggregate Merger Consideration (the “Exchange Fund”). The Paying Agent Agreement will provide that the Paying Agent shall invest any cash included in the Exchange Fund as directed by Parent or, after the Effective Time, the Surviving Corporation; provided that all such investments must be in short-term obligations of the United States of America with maturities of no more than thirty days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Services, Inc. or Standard & Poor’s Corporation, respectively. In the event the Exchange Fund is insufficient to make the payments of the Merger Consideration as required by the Merger Agreement, Parent must promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount which is equal to the deficiency such that such payments will be made in full.

Upon surrender of a certificate (or affidavit of loss in lieu thereof) or book-entry evidence for cancellation to the Paying Agent, together with, in the case of certificates and book-entry evidence not held through The Depository Trust Company, a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, or, in the case of book-entry evidence held through The Depository Trust Company, receipt of an “agent’s message” by the Paying Agent, and such other documents as may be required pursuant to such instructions, the holder of such certificate or book-entry evidence shall be entitled to receive in exchange therefor the Merger Consideration for each share of SP+ Common Stock formerly represented by such certificate or book-entry evidence upon the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such certificate (or affidavit of loss in lieu thereof), book-entry evidence or “agent’s message,” and the certificate (or affidavit of loss in lieu thereof) or book-entry evidence so surrendered shall be forthwith canceled. The Paying Agent Agreement shall provide that the Paying Agent shall accept such certificates (or affidavits of loss in lieu thereof) or book-entry evidence upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the certificates or book-entry evidence on the Merger Consideration payable upon the surrender of the certificates or book-entry evidence.

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Any portion of the Exchange Fund which remains undistributed to the holders of the certificates or book-entry evidence for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, upon written demand, and any such holders prior to the Merger who have not theretofore complied with the exchange procedures in the Merger Agreement shall thereafter look only to the Surviving Corporation as a general creditor thereof for payment of their claims for Merger Consideration (without any interest thereon) in respect thereof (other than Dissenting Shares and Excluded Shares), subject to abandoned property, escheat or similar law.

The letter of transmittal will include instructions if a stockholder has lost a stock certificate or if such certificate has been stolen or destroyed. If any certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit, in form and substance reasonably acceptable to Parent and SP+, of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such person of a bond, in such reasonable and customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to which the holder thereof is entitled pursuant to the exchange procedures in the Merger Agreement.

These procedures will be described in the letter of transmittal that you will receive if you are the holder of record of your shares of SP+ Common Stock, which you should read carefully in its entirety.

Representations and Warranties

The Merger Agreement contains representations and warranties of SP+, Parent and Merger Sub.

Certain of the representations and warranties in the Merger Agreement made by SP+ are qualified by knowledge and/or “materiality” qualifications or a “Company Material Adverse Effect” clause. For purposes of the Merger Agreement, “Company Material Adverse Effect” means any change, event, effect, circumstance or development which, individually or in the aggregate has resulted in or would reasonably be expected to result in a material adverse effect on the business, financial condition, properties, assets, or results of operations of SP+ and its subsidiaries, taken as a whole; provided, however, that changes, events, effects, circumstances or developments, to the extent they directly or indirectly relate to or result from the following, shall be excluded from the determination of Company Material Adverse Effect:

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However, in the case of the first four (4) exclusions above, such matters will be taken into account to the extent (and only to the extent) that any such change, event, effect, circumstance or development affects SP+ and its subsidiaries, taken as a whole, in a materially disproportionate manner when compared to the effect of such change, event, effect, circumstance or development on other persons in the industries in which SP+ and its subsidiaries operate.

In addition, certain of the representations and warranties in the Merger Agreement made by Parent and Merger Sub are qualified by knowledge and/or “materiality” qualifications or a “Parent Material Adverse Effect” clause. For purposes of the Merger Agreement, “Parent Material Adverse Effect” means any change, event, effect or circumstance which, individually or in the aggregate has prevented or materially delayed or materially impaired or would reasonably be expected to prevent or materially delay or materially impair, the ability of Parent to consummate the Merger and the other transactions contemplated by the Merger Agreement.

In the Merger Agreement, SP+ has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in the SP+ Disclosure Letter. These representations and warranties relate to, among other things:

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In addition, in the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to SP+ that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in Parent’s disclosure letter to the Merger Agreement delivered in connection therewith. These representations and warranties relate to, among other things: