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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.            )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

STANDARD PARKING CORPORATION

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

ý

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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GRAPHIC

August 3, 2012

Dear Stockholder:

        On behalf of the board of directors of Standard Parking Corporation ("Standard Parking", "we", "us" and "our"), we cordially invite you to attend a special meeting of our stockholders, which will be held on September 11, 2012, at 8:30 a.m. local time, at The Talbott Hotel located at 20 East Delaware Place, Chicago, Illinois 60611. At the special meeting, you will be asked to consider and vote upon: (1) a proposal to authorize the issuance of shares of our common stock in connection with our proposed acquisition of KCPC Holdings, Inc. ("KCPC"), the ultimate parent of Central Parking Corporation, by means of a merger of a new wholly-owned subsidiary of our company with and into KCPC and (2) a proposal to adjourn the special meeting, if necessary or appropriate, for the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to constitute a quorum or approve the issuance of shares of common stock. KCPC and its subsidiaries, including Central Parking Corporation, will hereafter be collectively referred to as "Central Parking." This information is solicited on behalf of our board of directors.

        We are seeking stockholder approval of the issuance of shares of our common stock in connection with the proposed merger to satisfy NASDAQ Listing Rule 5635(a), which requires stockholder approval prior to the issuance of securities in connection with the acquisition of stock or assets of another company if the issuance would constitute more than 20% of the total number of shares of common stock outstanding before the issuance. If the merger is completed, we will issue up to 6,161,334 shares of our common stock to the stockholders of KCPC, which represents approximately 39% of the total number of shares of our common stock issued and outstanding immediately prior to the signing of the merger agreement and approximately 28% of the total number of shares of our common stock issued and outstanding immediately following the consummation of the merger and the issuance of the stock. In addition, the merger may be considered a change of control due to, among other things, the addition of three new directors to our board of directors who are designated for appointment by a representative of KCPC's stockholders and the issuance of over 20% of our common stock in connection with the merger to parties that could be considered an affiliated group (namely, the stockholders of KCPC). Accordingly, we are also seeking stockholder approval to satisfy NASDAQ Listing Rule 5635(b), which requires stockholder approval prior to the issuance of securities in connection with a change of control.

        The issuance of our common stock must be approved by the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter (provided that a quorum is present in person or by proxy at the special meeting). The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter is required for the approval of the adjournment of the special meeting, if necessary and appropriate, for the solicitation of additional proxies if a quorum is present at the special meeting; if less than a quorum is present in person or by proxy at the special meeting, then the affirmative vote of the holders of shares having a majority of the voting power of all shares represented at the special meeting may adjourn the special meeting.

        Stockholders of record at the close of business on July 19, 2012 are entitled to receive notice of, and to vote at, the special meeting and any adjournment or postponement thereof.

        AFTER CAREFUL CONSIDERATION, OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO AUTHORIZE THE ISSUANCE OF SHARES OF OUR COMMON STOCK IN CONNECTION WITH THE PROPOSED MERGER AND FOR THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.


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        This proxy statement provides you with detailed information about us, Central Parking and the issuance of shares of our common stock in connection with the proposed merger. You may obtain additional information about us from documents that we have filed with the Securities and Exchange Commission as described under "Where You Can Find More Information" beginning on page 149 of this proxy statement. We strongly encourage you to carefully read this proxy statement and the information incorporated by reference into this proxy statement. Before deciding how to vote on the proposal to authorize the issuance of shares of our common stock in connection with the proposed merger, you should consider the information contained in the section entitled "Risk Factors" beginning on page 14 of this proxy statement.

        It is very important that your vote be represented at the special meeting regardless of the number of shares you own. Even if you plan to attend the special meeting, we urge you to submit your vote promptly. You may vote your shares via a toll-free telephone number, over the Internet, or by marking, signing and dating your proxy card and returning it in the envelope provided, as described in further detail herein. Voting by telephone, over the Internet or by proxy card will not prevent you from voting in person, but will ensure that your vote is counted if, for whatever reason, you are unable to attend the special meeting.

        Thank you for your cooperation and continued support.

  On behalf of the Board of Directors,

 


GRAPHIC

Robert Roath
Chairman of the Board

 


GRAPHIC

James Wilhelm
Chief Executive Officer

        These proxy materials are being mailed to stockholders of record on or about August 6, 2012.


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GRAPHIC


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 11, 2012

Dear Stockholders:

        You are cordially invited to attend a special meeting of the stockholders of Standard Parking Corporation, a Delaware corporation ("Standard Parking"), to be held on September 11, 2012, at 8:30 a.m. local time, at The Talbott Hotel located at 20 East Delaware Place, Chicago, Illinois 60611.

        At the special meeting, you will be asked to consider and vote upon proposals to:

            1.     Approve the issuance of up to 6,161,334 shares of our common stock in connection with our proposed acquisition of KCPC Holdings, Inc. ("KCPC"), the ultimate parent of Central Parking Corporation, by means of a merger of a new wholly-owned subsidiary of our company with and into KCPC, pursuant to an Agreement and Plan of Merger, dated as of February 28, 2012, by and among KCPC, Standard Parking, Hermitage Merger Sub, Inc., and Kohlberg CPC Rep, L.L.C., in its capacity as Stockholders' Representative, attached as Annex A to this proxy statement.

            2.     Adjourn the special meeting, if necessary or appropriate, for the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to constitute a quorum or approve the issuance of shares of our common stock.

        This proxy statement provides you detailed information about these items of business.

        Stockholders will also transact such other business as may properly come before the special meeting or any adjournment thereof. At this time, our board of directors knows of no other proposals or matters to be presented.

        Only stockholders of record as of the close of business on July 19, 2012 will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof. A list of stockholders entitled to vote at the special meeting will be available for inspection at our headquarters for at least ten days prior to the special meeting and will also be available for inspection at the special meeting.

        AFTER CAREFUL CONSIDERATION, OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO AUTHORIZE THE ISSUANCE OF SHARES OF OUR COMMON STOCK IN CONNECTION WITH THE PROPOSED MERGER AND FOR THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.


YOUR VOTE IS IMPORTANT!

        Your vote is important. We cannot issue shares of our common stock in connection with the proposed merger unless such issuance is approved by the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter (provided that a quorum is present in person or by proxy at the special meeting). Additionally, the approval of the adjournment of the special meeting, if necessary and appropriate, for the solicitation of additional proxies requires the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter if a quorum is present; if less than a quorum is present in person or by proxy at the special meeting, then the affirmative vote of the holders of shares having a majority of the voting power of all shares represented at the special meeting may adjourn the special meeting. Accordingly, we urge you to read this proxy statement and the information incorporated by reference herein carefully and request that you vote your shares promptly either by telephone, by Internet or by mail as described in further detail in this proxy statement. You may revoke your proxy at any time


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before it is exercised at the special meeting by giving written notice to our corporate Secretary, by attending the meeting and voting in person or by submitting a telephone vote, an Internet vote or a properly executed proxy card bearing a later date.

        This proxy statement is being mailed to stockholders of record on or about August 6, 2012. Thank you very much for your continued support.

    On behalf of the Board of Directors,

 

 


GRAPHIC

Robert N. Sacks
Executive Vice President, General Counsel
and Secretary

Chicago, Illinois
August 3, 2012


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ADDITIONAL INFORMATION

        Additional business and financial information about Standard Parking can be found in documents previously filed by us with the Securities and Exchange Commission (the "SEC"). This information is available to you without charge at the SEC's website at http://www.sec.gov. You can also obtain additional copies of this proxy statement, as well as other relevant materials, by visiting our transaction specific website at www.standardparkingevolution.com or by requesting them in writing or by e-mail using the following contact information:

Standard Parking Corporation
Investor Relations
900 North Michigan Avenue
Chicago, IL 60611-1542
investor_relations@standardparking.com

        You may also request additional copies from our proxy solicitor, Morrow & Co, LLC, using the following contact information:

Morrow & Co., LLC
470 West Avenue
Stamford, CT 06902
(800) 662-5200 (toll-free)
stan.info@morrowco.com

        If you would like to request any documents, please do so by September 6, 2012 in order to receive them before the special meeting.

        See "Where You Can Find More Information" beginning on page 149 for more information about the documents previously filed by us with the SEC and incorporated herein by reference.

        In addition, if you have questions about the merger, you may contact our proxy solicitor, Morrow & Co., LLC, by telephone at (800) 662-5200 (toll-free) or via email at stan.info@morrowco.com.

        All information contained in this proxy statement regarding Central Parking was provided by Central Parking.


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TABLE OF CONTENTS

SUMMARY

  i

QUESTIONS AND ANSWERS

  1

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

  12

RISK FACTORS

  14

Risk Factors Related to the Merger

  14

Risk Factors Related to the Business of Standard Parking and Central Parking

  22

STANDARD PARKING SPECIAL MEETING

  28

THE MERGER

  32

General Description of the Merger

  32

The Companies

  35

Background of the Merger

  36

Board Recommendation

  39

Reasons for the Merger

  40

Opinion of Standard Parking's Financial Advisor

  47

Certain Financial Projections

  56

Material Agreements and Relationships between Standard Parking and Central Parking

  59

Interests of Directors and Executive Officers in the Merger

  59

Impact of the Stock Issuance on our Existing Stockholders

  66

Material United States Federal Income Tax Consequences of the Merger to Standard Parking and its Stockholders

  67

Accounting Treatment of the Merger

  68

Appraisal Rights

  68

Regulatory Approvals and Clearances

  68

Financing of the Merger

  69

THE MERGER AGREEMENT

  72

Explanatory Note Regarding the Merger Agreement

  72

The Merger

  72

Closing and Effective Time of Merger

  72

Management and Organizational Documents After the Merger

  72

Consideration to be Received in the Merger

  73

Surrender and Payment Procedures

  74

Treatment of KCPC Options

  74

Payment of Cash Consideration

  74

Representations and Warranties

  75

Conduct of KCPC's Business Pending the Merger

  77

Conduct of Our Business Pending the Merger

  78

Access

  79

Preparation of Proxy Statement; Stockholder Meetings

  79

Affiliate Transactions

  80

No Solicitation of Alternative Proposals

  80

Efforts to Close; Regulatory and Other Authorization; Consents

  81

Standard Parking Board Designees

  81

Financing

  83

Conditions to the Merger

  83

Termination

  85

Reimbursement of Expenses; Termination Fee

  86

Indemnification

  86

Specific Performance

  88

Governing Law; Jurisdiction

  89

Expenses

  89

Stockholders' Representative

  89

THE CLOSING AGREEMENTS

  90

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Voting

  90

Market Activities by the Stockholders

  91

Restrictive Covenants

  91

Release

  93

Restrictions on Transfer

  93

Indemnification Obligations

  93

Governing Law; Specific Performance

  93

Additional Closing Agreements

  93

REGISTRATION RIGHTS AGREEMENT

  94

Shelf Registration

  94

Piggyback Registration

  94

Underwritten Offering

  95

Indemnification

  95

Reports Under the Exchange Act

  95

Assignment of Registration Rights

  96

Specific Performance

  96

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF STANDARD PARKING

  97

Beneficial Ownership of Directors and Executive Officers

  97

Beneficial Ownership of More than Five Percent of Common Stock

  98

Change in Control

  99

COMPARATIVE PER SHARE DATA

  100

CENTRAL PARKING'S BUSINESS

  101

General

  101

Holders of Central Parking's Securities

  101

Parking Industry

  101

Strategic Plan

  101

Operating Strategy

  103

Acquisitions

  106

Business Development

  106

Operating Arrangements

  107

Competition

  108

Seasonality

  109

Insurance

  109

Regulation

  109

Employees

  110

Service Marks and Trademarks

  110

Foreign and Domestic Operations

  110

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CENTRAL PARKING

  111

CENTRAL PARKING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  112

Overview

  112

Second Quarter and First Six Months of Fiscal Year 2012 Overview and Items of Significance

  113

Results of Operations

  114

Fiscal Second Quarter Ended March 31, 2012 Compared to Fiscal Second Quarter Ended March 31, 2011

  114

Six Months Ended March 31, 2012 Compared to Six Months Ended March 31, 2011

  116

Year Ended September 30, 2011 Compared to Year Ended September 30, 2010

  119

Year Ended September 30, 2010 Compared to Year Ended September 30, 2009

  121

Recent Accounting Pronouncements

  122

Liquidity and Capital Resources

  122

Off Balance Sheet Arrangements

  127

Qualitative and Quantitative Risk

  127

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Critical Accounting Policies

  127

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

  130

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

  133

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

  135

UNAUDITED PRO FORMA INTERIM COMBINED STATEMENT OF OPERATIONS

  136

Notes to the Unaudited Pro Forma Combined Financial Information

  137

Notes to Unaudited Pro Forma Combined Balance Sheet

  141

Notes to Unaudited Pro Forma Combined Statement of Operations

  145

WHERE YOU CAN FIND MORE INFORMATION

  149

INDEX TO FINANCIAL STATEMENTS

  F-1

ANNEX A—MERGER AGREEMENT

  A-1

ANNEX B—FORM OF KOHLBERG & COMPANY, L.L.C. CLOSING AGREEMENT

  B-1

ANNEX C—FORM OF REGISTRATION RIGHTS AGREEMENT

  C-1

ANNEX D—OPINION OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

  D-1

ANNEX E—COMMITMENT LETTER

  E-1

ANNEX F—SCHEDULE B COMPANY NET WORKING CAPITAL

  AF-1

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SUMMARY

        This summary highlights some of the information in this proxy statement, the annexes attached to, and the documents incorporated by reference in, this proxy statement. It does not contain all of the information that is important to you. We urge you to read this proxy statement carefully and in its entirety, as well as the annexes to, and the documents incorporated by reference in, this proxy statement, to understand fully the merger agreement, the merger and the issuance of our common stock in connection with the proposed merger. The parenthetical page references included below direct you to a more complete description of the topics presented in this summary. You may obtain the information incorporated by reference into this proxy statement by following the instructions set forth in the section entitled "Where You Can Find More Information."


Standard Parking Special Meeting (page 28)

        The special meeting of the stockholders of Standard Parking Corporation ("Standard Parking", "we", "us" and "our") will be held at The Talbott Hotel, located at 20 East Delaware Place, Chicago, Illinois 60611 on September 11, 2012 at 8:30 a.m. local time. The special meeting of our stockholders is being held to consider and vote on:

    a proposal to approve the issuance of up to 6,161,334 shares of our common stock in connection with the merger of our wholly-owned subsidiary, Hermitage Merger Sub, Inc. ("Merger Sub"), and KCPC Holdings, Inc. ("KCPC"), referred to in this proxy statement as the "Stock Issuance"; and

    a proposal to adjourn the special meeting, if necessary or appropriate, for the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to constitute a quorum or approve the issuance of shares of our common stock.

Completion of the merger is conditioned on the approval of the Stock Issuance by our stockholders.

        Only stockholders of record of our common stock at the close of business on July 19, 2012, the record date, are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. You are entitled to one vote on each matter submitted to stockholders at the special meeting for each share of our common stock held as of the record date. At the close of business on the record date, 15,668,128 shares of our common stock were issued and outstanding.

        The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter will be required for the approval of the issuance of up to 6,161,334 shares of our common stock in connection with the proposed merger (provided that a quorum is present in person or by proxy at the special meeting). A properly executed proxy marked "Abstain" with respect to such matter will be counted for purposes of determining whether there is a quorum and will have the effect of a vote AGAINST the issuance of our common stock in connection with the proposed merger.

        The approval of the adjournment of the special meeting, if necessary and appropriate, for the solicitation of additional proxies also requires the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter if a quorum exists; if less than a quorum is present in person or by proxy at the special meeting, then the affirmative vote of the holders of shares having a majority of the voting power of all shares represented at the special meeting may adjourn the special meeting. In both instances, a properly executed proxy marked "Abstain" with respect to such matter will be counted for purposes of determining whether there is a quorum and will have the effect of a vote AGAINST the adjournment of the special meeting.

        If you do not provide voting instructions to your broker with respect to the proposal to approve the Stock Issuance or the proposal to adjourn the special meeting, the broker may not exercise discretion and would be prohibited from voting your shares with respect to those proposals. In such case, if your broker signs and returns a proxy with respect to your shares, but does not vote on such

 

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proposals, your shares will be reflected as "broker non-votes." Such "broker non-votes" will be included for purposes of determining whether a quorum is present at the special meeting, but would have no effect on the proposal to approve the Stock Issuance. Similarly, if a quorum is present at the special meeting, any such shares reflected as "broker non-votes" would have no effect on the approval to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. However, if a quorum is not present at the special meeting, any such shares reflected as "broker non-vote" would have the effect of a vote AGAINST the proposal to adjourn the special meeting.

        We will bear the costs of soliciting proxies from the holders of our common stock. In addition to the solicitation of proxies by mail, solicitation may be made by certain of our directors, officers and selected other employees telephonically, electronically or by other means of communication. Directors, officers and employees who help us in the solicitation will not be specially compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners. We have engaged Morrow & Co., LLC to assist in the solicitation of proxies for the special meeting and will pay Morrow & Co., LLC a fee of approximately $11,000, plus reimbursement of out-of-pocket expenses.


The Merger (page 32)

        On February 28, 2012, Standard Parking and Merger Sub entered into an Agreement and Plan of Merger with KCPC, a Delaware corporation and the ultimate parent of Central Parking Corporation, and Kohlberg CPC Rep, L.L.C., in its capacity as the Stockholders' Representative, pursuant to which Merger Sub will merge with and into KCPC, with KCPC surviving as a wholly-owned subsidiary of Standard Parking. KCPC and its subsidiaries, including Central Parking Corporation, are collectively referred to in this proxy statement as "Central Parking." The merger agreement provides for merger consideration consisting of the issuance of an aggregate of 6,161,334 shares (subject to reduction under specified circumstances as provided in the merger agreement) of our common stock to holders of KCPC's common stock and preferred stock to be issued at the closing of the merger and the payment of an aggregate of $27 million (subject to adjustment as provided in the merger agreement) to KCPC's common stockholders on the third anniversary of the closing of the merger, to the extent not used to satisfy indemnification obligations of KCPC's stockholders under the merger agreement.

        The exchange ratio will not be adjusted for changes in the market price of our common stock between the date of signing the merger agreement and completion of the merger, unless the arithmetic average of the volume-weighted average per share price of our common stock of each of the 20 consecutive trading days immediately preceding the third trading day prior to the closing date exceeds $24.27. Therefore, changes in the price of our common stock prior to the closing date of the merger will affect the value of the consideration we pay to KCPC's stockholders on the closing date of the merger. For example, based on the range of closing prices of our common stock during the period from February 28, 2012, the last trading day before public announcement of the merger, through August 2, 2012, the latest practicable trading date before the date of this proxy statement, the exchange ratio represented a value ranging from a high of $22.49 to a low of $17.54 for each share of KCPC common stock.

        The total value of the stock consideration is effectively capped at $149,535,576, however, because the number of shares of our common stock to be issued as consideration in the merger would be reduced in proportion to the amount that the arithmetic average of the volume-weighted average per share price of our common stock on each of the 20 consecutive trading days immediately preceding the third trading day prior to the closing of the merger exceeded $24.27. Additionally, both Standard Parking and KCPC may terminate the merger agreement, in the event the volume-weighted average per share price of our common stock is below $11.69 for a period of ten consecutive trading days, on at least five business days' notice sent no later than ten business days prior to our special meeting.

 

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        The merger may be completed a considerable period of time after the date of the special meeting of the stockholders. Therefore, at the time of the special meeting, our stockholders will not know with certainty the value of the consideration being paid to KCPC's stockholders.

        We anticipate total merger and integration costs of approximately $39 million. Approximately $8 million is expected for transaction costs, $22 million for synergy planning and integration costs and $9 million for financing costs. Approximately $9 million of the total anticipated costs had been incurred as of May 31, 2012.


The Companies (page 35)

Standard Parking Corporation

        We are a leading national provider of parking facility management, ground transportation and other ancillary services. With approximately 12,000 employees, we manage approximately 2,200 facilities, containing over 1.2 million parking spaces in hundreds of cities across North America, including parking-related and shuttle bus operations serving more than 60 airports. We maintain our principal executive offices at 900 North Michigan Avenue, Suite 1600, Chicago, Illinois 60611-1542. Our telephone number is (888) 700-7275.

Hermitage Merger Sub, Inc.

        Merger Sub is a Delaware corporation and our wholly-owned subsidiary. Merger Sub was incorporated on February 23, 2012, solely for the purpose of effecting the proposed merger with Central Parking. It has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

KCPC Holdings, Inc.

        KCPC is a holding company and the ultimate parent of Central Parking Corporation. Central Parking is a national leader in parking management serving large and small property owners, infrastructure funds and governmental clients to maximize service, revenue and value creation. With operations in 38 states, the District of Columbia and Puerto Rico, Central Parking's locations include: mixed-use developments, office buildings, hotels, stadiums and arenas, airports, hospitals, universities, municipalities and toll roads. In addition, through its USA Parking subsidiary, Central Parking provides valet services throughout the nation. Central Parking operates approximately 2,250 locations and over one million parking spaces under many brands, including Central Parking System, CPS Parking, New South Parking and USA Parking. KCPC is primarily owned by affiliates of Kohlberg & Company, L.L.C., Lubert-Adler Partners, L.P. and Versa Capital Management, LLC. The principal executive offices of Central Parking are located at 2401 21st Avenue South, Nashville, Tennessee 37212. Central Parking's telephone number is (615) 297-4255.


Board Recommendation (page 39)

        After discussion and deliberation based on the information considered during its evaluation of the proposed merger, our Board, by unanimous vote, determined that the merger agreement and related transaction documents and the transactions contemplated thereby are advisable, in our best interests and in the best interest of our stockholders. For more information regarding the factors considered by our Board in reaching its decision, see the section entitled "The Merger—Reasons for the Merger" beginning on page 40. Our Board recommends that you vote FOR the proposal to authorize the issuance of shares of our common stock in connection with the proposed merger and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

 

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Reasons for the Merger (page 40)

        In developing its recommendation to the stockholders to vote in favor of the Stock Issuance, our board of directors ("Board") considered many factors, including the benefits described in this proxy statement and the positive and negative factors described in the section of this proxy statement entitled "The Merger—Reasons for the Merger" beginning on page 40, and concluded that the Stock Issuance is advisable, is in our best interest and is in the best interests of our stockholders. Our Board believes that the merger will be beneficial because it will expand our location footprint, increase our opportunities to sell to clients and customers of each company those services that are currently only offered by the other company and provide significant cost synergies. Moreover, our Board believes that the free cash flow that the combined company is expected to generate will enable us to achieve within two years a funded debt to adjusted EBITDA (determined in accordance with our proposed new credit facility) ratio of approximately 2.5x, despite the fact that we will assume approximately $210 million of Central Parking's debt, net of cash acquired, in connection with the merger.


Opinion of Standard Parking's Financial Advisor (page 47)

        In connection with the merger, Standard Parking's financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, referred to in this proxy statement as "BofA Merrill Lynch", delivered a written opinion, dated February 28, 2012, to Standard Parking's Board as to the fairness, from a financial point of view and as of the date of the opinion, to Standard Parking of the consideration to be paid by Standard Parking in the merger. The full text of BofA Merrill Lynch's written opinion, dated February 28, 2012, is attached as Annex D to this proxy statement and sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken by BofA Merrill Lynch in rendering its opinion. BofA Merrill Lynch delivered its opinion to Standard Parking's Board for the benefit and use of Standard Parking's Board (in its capacity as such) in connection with and for purposes of its evaluation of the consideration from a financial point of view to Standard Parking. BofA Merrill Lynch's opinion did not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Standard Parking or in which Standard Parking might engage or as to Standard Parking's underlying business decision to proceed with or effect the merger. BofA Merrill Lynch also expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any related matter.


Material Agreements and Relationships between Standard Parking and Central Parking (page 59)

        Standard Parking and Central Parking are founding members of Parking Data Ventures, LLC, a limited liability company formed on November 4, 2008 to sell licenses to use a database, compiled from more than 20 of the largest parking companies operating more than 10,000 parking facilities in North America, that provides parking information to consumers via the Internet and mobile data devices. The company is currently inactive.


Interests of Directors and Executive Officers in the Merger (page 59)

Standard Parking

        As of the date of this proxy statement, none of our directors or executive officers have any interests in the merger that are different from, or in addition to, the interests of Standard Parking's stockholders generally. However, prior to the consummation of the merger, a bonus program may be approved granting certain of our directors, executive officers or members of our management team bonuses upon the successful completion of the merger. As of the date of this proxy statement, no determination has been made as to whether such bonus program will be established, and we have not identified any potential bonus recipients or developed any criteria to determine the amount of any potential bonuses.

 

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Central Parking

        Certain directors and executive officers of Central Parking have the following interests that are different from, or in addition to, the interests of Central Parking's stockholders generally:

    James Bond, an executive vice president of Central Parking, holds approximately 602,224 options each entitling him to purchase one share of Central Parking's common stock (the "Rollover Options"). The options are fully vested and have an exercise price of $0.25. Pursuant to the merger agreement, Mr. Bond may, at his election, exercise some or all of his Rollover Options prior to the closing of the merger. If Mr. Bond elects to exercise any of his Rollover Options prior to the closing of the merger, he will receive one share of Central Parking's common stock for each Rollover Option exercised, which, upon the closing of the merger, would entitle Mr. Bond to a portion of the consideration payable to all Central Parking stockholders in connection with the merger. Any Rollover Options not exercised prior to the merger will be cancelled and of no further force or effect.

    Central Parking's executive officers have employment agreements with Central Parking that provide for certain severance payments and benefits, including, among other things, payment of salary and bonus multiples, continuation of welfare or medical benefits and outplacement assistance payments, in the event of termination of the executive officers' employment following a change in control under specific circumstances. Based on the executive officers' compensation levels as of March 31, 2012, and assuming the merger is completed on September 30, 2012 and the termination of employment occurs immediately thereafter, Central Parking estimates that the aggregate maximum amount of the obligation for such severance payments and benefits will be approximately $7.2 million. In addition, William Bodenhamer, will be entitled to receive annual consulting fees equal to 5% of Central Parking's valet vertical business unit profits in excess of $2.4 million for the three-year period following a termination of his employment agreement.

    James Marcum, KCPC's current Chief Executive Officer, is expected to become Chief Operating Officer of Standard Parking following the merger. No determination has yet been as to which, if any, of the other executive officers of Central Parking will become officers of Standard Parking or the surviving corporation following the closing of the merger. Mr. Marcum and some of the other executive officers of Central Parking may enter into new employment agreements with Standard Parking or the surviving corporation following the closing of the merger. However, Standard Parking has not yet engaged in any discussion with any such person regarding the terms of any such employment agreement.

    Central Parking has adopted a cash bonus retention program for members of management in an aggregate amount of approximately $5 million.

    The merger agreement provides for insurance coverage for each of Central Parking's current and former directors and officers and provides that the organizational documents of the surviving corporation will include indemnification provisions for such directors and officers no less advantageous to those directors and officers than the corresponding provisions in Central Parking's current organizational documents.


Impact of the Stock Issuance on our Existing Stockholders (page 66)

        The Stock Issuance will dilute the ownership and voting interests of our existing stockholders. Based on 15,668,128 shares of our common stock issued and outstanding as of August 2, 2012 and assuming the issuance of 6,161,334 shares of common stock in connection with the merger and no other issuances of shares of our common stock after August 2, 2012, the stockholders of Central Parking would own 28.2% of the outstanding shares of our common stock and would own 27.9% of our common stock on a diluted basis (in other words, giving effect not only to the number of outstanding shares of common stock, but also the value, in terms of a number of shares of common stock, of the outstanding "in-the-money" options and restricted stock awards), in each case, immediately after the

 

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consummation of the merger and the related issuance of shares of our common stock. Therefore, the ownership and voting interests of our existing stockholders will be proportionately reduced.


Material United States Federal Income Tax Consequences of the Merger to Standard Parking and its Stockholders (page 67)

        The United States federal income tax treatment of the merger is unclear at this stage, as the merger may or may not qualify as a tax-free reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), dependent on, among other things, the value of the shares of our common stock issued in connection with the merger and the amount of the cash consideration payable pursuant to the merger. In any event, because our stockholders do not participate in the merger, our stockholders will not recognize gain or loss in connection with the merger with respect to their stock in Standard Parking. In the case of Standard Parking, if the merger does not qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code, the merger may be considered a taxable acquisition of the stock of Central Parking. The parties agreed that for U.S. federal income tax purposes, the merger shall be treated and reported as may be reasonably determined by Standard Parking. Standard Parking expects to make a determination regarding the U.S. federal income tax treatment of the merger for its U.S. federal income tax reporting purposes as soon as practicable following the consummation of the merger.


Accounting Treatment of the Merger (page 68)

        We prepare our financial statements in accordance with U.S. generally accepted accounting principals ("GAAP"). Under GAAP, the merger will be accounted for by applying the acquisition method with Standard Parking treated as the accounting acquirer.


Appraisal Rights (page 68)

        None of our stockholders will be entitled to exercise appraisal rights or to demand payment for his, her or its shares of our common stock in connection with the proposed merger.


Regulatory Approvals and Clearances (page 68)

        The parties cannot close the merger until each party files a pre-merger notification form with the U.S. Federal Trade Commission and the U.S. Department of Justice and the statutory 30-calendar day waiting period following the parties' filing of their respective notification forms has expired or been terminated. The merger is currently anticipated to close prior to September 30, 2012.


Financing of the Merger (page 69)

        Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, N.A., together with other financial institutions, have provided a senior debt commitment letter dated February 28, 2012 and related joinders to provide us with $450 million in senior secured credit facilities consisting of (1) a $200 million five year revolving credit facility and (2) a $250 million term loan facility. In conjunction with the merger, we will assume approximately $210 million of Central Parking's debt, net of cash acquired, which will be repaid at closing using proceeds of the $450 million senior credit facilities. In addition, the proceeds from these borrowings will be used by us to finance in part the merger, the costs and expenses related to the merger and our ongoing working capital and other general corporate purposes. The obligations of the lenders to provide the debt financing under the senior debt commitment letter is subject to a number of conditions which we believe are customary for financings of this type.

 

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The Merger Agreement (page 72)

        On February 28, 2012, Standard Parking, KCPC, Merger Sub and Kohlberg CPC Rep, L.L.C., in its capacity as the Stockholders' Representative, entered into an Agreement and Plan of Merger, providing for the merger of Merger Sub with and into KCPC, with KCPC surviving as a wholly-owned subsidiary of Standard Parking.

        Pursuant to the merger agreement, and subject to the terms and conditions thereof, at the effective time of the merger, the stockholders of KCPC will be entitled to receive 6,161,334 shares in the aggregate of our common stock, subject to reduction under specified circumstances as provided in the merger agreement. In addition, each holder of KCPC common stock will be entitled to receive a pro rata portion of $27 million of total cash consideration (subject to adjustment as provided in the merger agreement) to be paid on the third anniversary of the closing of the merger, to the extent not used to satisfy the indemnification obligations of KCPC's stockholders that may arise under the merger agreement.

        The merger agreement contains customary representations, warranties and covenants of Standard Parking and KCPC, including, among others, covenants of each of Standard Parking and KCPC not to engage in certain significant actions without the prior written consent of the other party (e.g., declaring dividends and incurring additional indebtedness).

        Pursuant to the merger agreement, KCPC's stockholders have agreed to indemnify us for a number of items, including, among others, adverse consequences resulting from breaches of representations, warranties and covenants and various identified liabilities. These indemnification obligations are in certain cases limited to claims that, in the aggregate, exceed a deductible amount of $1.5 million and, in the aggregate, do not exceed a cap amount of $27 million. Similarly, we have agreed to indemnify KCPC's stockholders for certain adverse consequences resulting from breaches of representations, warranties and covenants by us. These indemnification obligations are in certain cases limited to claims that, in the aggregate, exceed a deductible amount of $1.5 million and, in the aggregate, do not exceed a cap amount of $15 million.

        Additionally, the merger agreement provides that, immediately after the closing of the merger, we will increase the size of our Board from five to eight members and will appoint individuals designated by the representative of KCPC's stockholders to fill those vacancies. Following the merger, the representative of KCPC's stockholders will continue to have the right to designate the following number of members to our Board, subject to limitations imposed by the NASDAQ Marketplace Rules:

    three, so long as the former stockholders of KCPC collectively own greater than or equal to 5,444,678 shares of our common stock;

    two, so long as the former stockholders of KCPC collectively own greater than or equal to 4,355,742 shares of our common stock and less than 5,444,678 shares of our common stock;

    one, so long as the former stockholders of KCPC collectively own greater than or equal to 2,177,871 shares of our common stock and less than 4,355,742 shares of our common stock; and

    none if the former stockholders of KCPC collectively own less than 2,177,871 shares of our common stock.

        Each such designee (1) is required to furnish a completed director and officer questionnaire with respect to the background and qualifications of such designee, (2) is subject to a background check in a manner consistent with background checks customarily engaged in by us for prospective new members of our Board, (3) must make himself or herself available for interviews by our Board, (4) must qualify as an independent director under our corporate governance policies and the NASDAQ Marketplace Rules and (5) may be denied appointment if our Board determines in good faith, after consideration by the Nominating and Governance Committee of our Board and consultation with outside legal counsel, that such individuals' appointment would constitute a breach of its fiduciary duties.

 

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        The representative of KCPC's stockholders has designated Gordon Woodward, a current member of the boards of directors of KCPC and Central Parking Corporation and the current Chief Investment Officer of Kohlberg & Co., L.L.C., an affiliate of certain of KCPC's stockholders; Jonathan Ward, the current chairman of the boards of directors of KCPC and Central Parking Corporation and Operating Partner of Kohlberg & Co., L.L.C.; and Paul Halpern, a current member of the boards of directors of KCPC and Central Parking Corporation and the current Chief Investment Officer of Versa Capital Management, LLC, an affiliate of certain of KCPC's stockholders, for appointment to our Board, and our Board, upon the recommendation of its Nominating and Governance Committee, has appointed Messrs. Woodward, Ward and Halpern to our Board subject to, and effective immediately following, the consummation of the merger.

        The merger agreement and the other transactions contemplated by the merger agreement have been approved by each of our Board, the board of directors of KCPC and the stockholders of KCPC. Our stockholders must approve the Stock Issuance pursuant to NASDAQ listing standards, as discussed in this proxy statement. If our stockholders do not approve the Stock Issuance, the merger will not be completed.

        In addition to obtaining the approval of our stockholders as described above, the consummation of the merger is subject to various closing conditions, including, among others, antitrust clearance and the consummation of the financing contemplated by the commitment letter discussed in this proxy statement.

        The merger agreement also contains certain termination rights for both Standard Parking and KCPC. If either party terminates the merger agreement on at least five business days' notice sent no later than ten business days prior to our special meeting because the arithmetic average of the volume average weighted price of shares of our common stock for a period of ten consecutive trading days falls below $11.69, the terminating party will be required to reimburse the other party for its fees and expenses in an amount not to exceed $6 million. Furthermore, we will be required to reimburse KCPC for its fees and expenses in an amount not to exceed $6 million if either party terminates the merger agreement because our stockholders do not approve the Stock Issuance. Additionally, we will be required to pay KCPC $7.5 million if KCPC terminates the merger agreement as a result of our Board changing its recommendation that our stockholders vote to approve the Stock Issuance.


The Closing Agreements (page 90)

        On February 28, 2012, we entered into closing agreements with certain stockholders of KCPC representing over 90% of the outstanding shares of voting stock of KCPC. Under the closing agreements, the applicable stockholders of KCPC have agreed, among other things, for a three year period following the closing of the merger, to vote their shares of our common stock in accordance with the recommendation of our Board or, in specified cases, in proportion to the votes made by all of our stockholders.

        Additionally, the closing agreements provide that the applicable stockholders of KCPC will be subject to a four-year "standstill period" following the closing of the merger, during which each such stockholder of KCPC will not, among other things, (1) acquire any additional voting securities of Standard Parking, (2) seek or propose a merger, acquisition, tender offer or other extraordinary transaction with respect to Standard Parking, (3) call a meeting of our stockholders or initiate a stockholder proposal, or (4) form a "group" with any person with respect to the acquisition or voting of our voting securities.

        The closing agreements also impose certain restrictive covenants on certain stockholders of KCPC following the closing of the merger, including, among others, (1) non-compete covenants, (2) non-solicitation covenants, (3) confidentiality obligations and (4) non-disparagement requirements.

 

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        The other stockholders of KCPC will also be required to execute closing agreements in connection with the closing of the merger; however, such agreements will not contain some of the covenants discussed above.


Registration Rights Agreement (page 94)

        The merger agreement provides that, on the closing date of the merger, we will enter into a registration rights agreement with the stockholders of KCPC which will require us to file a shelf registration statement, registering for public sale by the former stockholders of KCPC the shares of our common stock acquired by them in the merger. The registration rights agreement will also provide the former stockholders of KCPC with piggyback registration rights with respect to underwritten public offerings that we may effect for our own account or for the benefit of other selling stockholders. Former stockholders of KCPC will also have the right to demand up to four underwritten public offerings of the shares of our common stock acquired by such stockholders in the merger. Such demand registrations may not be requested prior to the first anniversary of the closing of the merger and no more than one demand may be made during any six month period.


Summary Historical Consolidated Financial Data

Selected Historical Consolidated Financial Data of Standard Parking

        The following table presents selected historical consolidated financial data for the years ended December 31, 2011, 2010 and 2009 and as of December 31, 2011 and 2010, derived from our audited consolidated financial statements, which are included in our annual report on Form 10-K for the year ended December 31, 2011 and incorporated by reference in this proxy statement. The table also presents selected historical consolidated financial data for the years ended, and as of, December 31, 2008 and 2007 derived from audited consolidated financial statements that are not included or incorporated by reference in this proxy statement. Additionally, the table presents selected historical consolidated financial data for the three months ended March 31, 2012 and 2011 and as of March 31, 2012, derived from our unaudited consolidated financial statements, which are included in our quarterly report on Form 10-Q for the three months ended March 31, 2012 and incorporated by reference in this proxy statement. The selected financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and notes thereto for 2011, 2010 and 2009, which are included in our annual report on Form 10-K for the year ended December 31, 2011, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and notes thereto for the three months ended March 31, 2012 and March 31, 2011 which are included in our quarterly report on Form 10-Q for the three months ended March 31, 2012, and, in each case, are incorporated by reference in this proxy statement. The historical results do not necessarily indicate results expected for any future period.

 

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    (Amounts in thousands except for per share data)

 
  Three Months
Ended
March 31,
  Year Ended December 31,  
 
  2012   2011   2011   2010   2009   2008   2007  

Statement of Operations Data:

                                           

Parking services revenue:

                                           

Lease contracts

  $ 37,544   $ 35,205   $ 147,510   $ 138,664   $ 140,441   $ 154,311   $ 145,327  

Management contracts

    47,964     45,954     173,725     171,331     153,382     145,828     119,612  

Reimbursed management contract revenue

    103,937     101,124     408,427     411,148     401,671     400,621     356,782  
                               

Total revenue

    189,445     182,283     729,662     721,143     695,494     700,760     621,721  

Cost of parking services:

                                           

Lease contracts

    35,387     33,499     136,494     128,613     130,897     140,058     129,550  

Management contracts

    28,492     27,492     96,159     94,481     84,167     69,285     49,726  

Reimbursed management contract expense

    103,937     101,124     408,427     411,148     401,671     400,621     356,782  
                               

Total cost of parking services

    167,816     162,115     641,080     634,242     616,735     609,964     536,058  

Gross profit:

                                           

Lease contracts

    2,157     1,706     11,016     10,051     9,544     14,253     15,777  

Management contracts

    19,472     18,462     77,566     76,850     69,215     76,543     69,886  
                               

Total gross profit

    21,629     20,168     88,582     86,901     78,759     90,796     85,663  

General and administrative expenses

    15,045     11,182     48,297     47,878     44,707     47,619     44,796  

Depreciation and amortization

    1,728     1,533     6,618     6,074     5,828     6,059     5,335  
                               

Operating income

    4,856     7,453     33,667     32,949     28,224     37,118     35,532  

Interest expense

    1,130     1,169     4,691     5,335     6,012     6,476     7,056  

Interest income

    (70 )   (60 )   (537 )   (249 )   (268 )   (173 )   (610 )
                               

    1,060     1,109     4,154     5,086     5,744     6,303     6,446  
                               

Income before income taxes

    3,796     6,344     29,513     27,863     22,480     30,815     29,086  

Income tax expense

    1,528     2,479     11,235     10,755     8,265     11,622     11,267  
                               

Net income

    2,268     3,865     18,278     17,108     14,215     19,193     17,819  

Less: Net income attributable to noncontrolling interest(1)

    72     86     378     268     123     148     446  
                               

Net income attributable to Standard Parking Corporation

  $ 2,196   $ 3,779   $ 17,900   $ 16,840   $ 14,092   $ 19,045   $ 17,373  
                               

Net income per share:

                                           

Basic

    0.14     0.24     1.14     1.08     0.92     1.10     0.92  

Diluted

    0.14     0.23     1.12     1.06     0.90     1.07     0.90  

Common stock dividends declared

                             
                               

 

 
   
  December 31,  
 
  March 31, 2012  
 
  2011   2010   2009   2008   2007  

Balance Sheet Data:

                                     

Cash and cash equivalents

  $ 9,047   $ 13,220   $ 7,305   $ 8,256   $ 8,301   $ 8,466  

Total assets

    262,562     257,073     255,632     242,754     229,241     215,388  

Total debt

    88,542     82,013     97,902     113,211     125,064     80,363  

Total Standard Parking Corporation stockholders' equity

    52,705     49,727     36,878     14,749     1,017     39,339  

(1)
Reflects the retrospective adoption, effective January 1, 2009, of Financial Accounting Standards Board Accounting Standards Codification Topic 810, Consolidation (formerly FAS 160) ("ASC 810"). Upon adoption of ASC 810, we reclassified minority interests in our consolidated balance sheet from accrued expenses to noncontrolling interests in the equity section. Additionally, we changed the way noncontrolling interests are presented within the consolidated statement of income such that the statement of income reflects results attributable to both our interests and noncontrolling interests. While the accounting provisions of ASC 810 are being applied prospectively beginning January 1, 2009, the presentation and disclosure requirements have been applied retrospectively. The results attributable to our interests did not change upon the adoption of ASC 810.

 

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Selected Historical Consolidated Financial Data of Central Parking

        The following table sets forth selected historical consolidated statement of operations data of KCPC for the fiscal years ended September 30, 2011, 2010, 2009, 2008 and 2007 and for the six months ended March 31, 2012 and 2011, and consolidated balance sheet data of KCPC as of September 30, 2011, 2010, 2009, 2008 and 2007 and as of March 31, 2012. The selected consolidated statements of operations data of KCPC for the fiscal years ended September 30, 2011, 2010 and 2009 and consolidated balance sheet data of KCPC as of September 30, 2011 and 2010 have been derived from the audited consolidated financial statements of KCPC for such fiscal years and as of such dates included in this proxy statement beginning on page F-18 and ending on page F-48. The selected consolidated statements of operations data of KCPC for the fiscal years ended September 30, 2008 and 2007 and consolidated balance sheet data of KCPC as of September 30, 2009, 2008 and 2007 have been derived from previously audited consolidated financial statements of KCPC for such fiscal years and as of such dates that are not included in this proxy statement. The consolidated statements of operations for the fiscal years ended September 30, 2008 and 2007, and the consolidated balance sheet as of September 30, 2008 and 2007, were audited by other firms and have been adjusted by management for discontinued operations and for adjustments required for consistent presentation with the other periods presented. The selected consolidated statements of operations data of KCPC for the six months ended March 31, 2012 and 2011 and consolidated balance sheet data of KCPC as of March 31, 2012 have been derived from the unaudited consolidated financial statements of KCPC for such periods and as of such date included in this proxy statement beginning on page F-2 and ending on page F-17. The selected historical consolidated financial data of KCPC should be read in conjunction with "Central Parking Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this proxy statement and the "Consolidated Financial Statements of KCPC Holdings, Inc. and Subsidiaries" and the related notes and other financial information included elsewhere in this proxy statement.

    (Amounts in thousands)

 
   
   
  Periods ended  
 
  Six Months ended March 31,  
 
  September 30,    
   
 
 
  Successor
September 30,
2007
  Predecessor
May 21,
2007
 
Statement of Operations Data
  2012   2011   2011   2010   2009   2008  

Revenues before reimbursements

  $ 269,829     270,583     557,882     537,967     546,365     511,555     196,452     359,642  

Total revenues including reimbursements

  $ 393,833     401,752     824,862     799,902     845,490     874,408     331,586     564,763  

Loss from continuing operations

  $ (16,253 )   (9,641 )   (63,137 )   (100,014 )   (5,048 )   (5,418 )   (14,529 )   (30,454 )

 

 
   
  September 30,  
 
  March 31,
2012
 
Balance Sheet Data
  2011   2010   2009   2008   2007  

Total assets

  $ 483,097     701,139     827,496     932,948     1,023,075     1,348,074  

Long term obligations

  $ 216,848     402,792     408,714     396,270     448,682     659,706  

 

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Selected Unaudited Pro Forma Condensed Combined Financial Information

        The following selected pro forma condensed combined financial information is based on the historical financial statements of Standard Parking and Central Parking after giving effect to the proposed merger transaction described below and elsewhere in this proxy statement and the assumptions and adjustments described in the section entitled "Unaudited Pro Forma Combined Financial Information" beginning on page 130. Standard Parking's fiscal year ends on December 31 while Central Parking's fiscal year ends on September 30. The selected pro forma combined balance sheet dated as of March 31, 2012 is based on the historical balance sheet of Standard Parking as of March 31, 2012 and of Central Parking as of March 31, 2012 and has been prepared to reflect the merger as if it occurred March 31, 2012. The selected pro forma combined statement of operations data for the year ended December 31, 2011 combines the results of operations of Standard Parking for the year ended December 31, 2011 and of Central Parking for the year ended September 30, 2011 (in each case, the most recently completed fiscal year), as though the merger had occurred on January 1, 2011 and October 1, 2010, the first days of Standard Parking's and Central Parking's 2011 fiscal year, respectively. The selected pro forma combined statement of operations data for the three months ended March 31, 2012 combines the results of operations of Standard Parking for the three months ended March 31, 2012 and of Central Parking for the three months ended March 31, 2012, as though the merger had occurred on January 1, 2011. Certain reclassification adjustments to the pro forma financial information were made to the Central Parking pro forma financial information to conform to Standard Parking's financial statement presentation.

        The following should be read in connection with the section of this proxy statement entitled "Unaudited Pro Forma Combined Financial Information" beginning on page 130, and the other information included or incorporated by reference into this proxy statement.

 
  Three Months Ended March 31, 2012   Year Ended December 31, 2011  

Selected unaudited pro forma condensed combined statement of operations data (in thousands except share and per share data):

             

Net Revenue

  $ 382,309   $ 1,540,901  

Cost of parking services

    341,460     1,370,388  

Gross profit

    40,849     170,513  

Other operating expense

    38,727     157,745  

Total operating expenses

    380,187     1,528,133  

Operating income (loss)

    2,122     12,768  

Interest expense, net

    4,424     19,510  

Other expense (income)

    1,513     (2,811 )

Income (loss) before income from continuing operations

    (3,815 )   (3,931 )

Provision (benefit) from income taxes

    674     1,946  

Net income (loss) from continuing operations attributable to controlling interest

    (5,179 )   (8,621 )

Net income (loss) from continuing operations per common share:

             

Basic

    (0.24 )   (0.39 )

Diluted

  $ (0.24 ) $ (0.39 )

 

 
  March 31, 2012  

Selected unaudited pro forma combined balance sheet data:

       

Cash and cash equivalents

  $ 22,422  

Total assets

    936,872  

Long-term debt and capital leases, including current portion

    325,447  

Total stockholders' equity

  $ 159,163  

 

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QUESTIONS AND ANSWERS

        The following questions and answers are intended to address briefly some commonly asked questions regarding the proposed merger and the proposed issuance of shares of our common stock in connection with the merger. These questions and answers, as well as the summary beginning on page i, are not meant to be a substitute for the information contained in the remainder of this proxy statement, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement. Stockholders are urged to carefully read this entire proxy statement, including the attached annexes. You should pay special attention to "Special Note Concerning Forward-Looking Statements" beginning on page 12 and "Risk Factors" beginning on page 14.

Q:
Why am I receiving this document?

A:
We are using this document to solicit proxies of our stockholders in connection with the issuance of up to 6,161,334 shares of our common stock in connection with the proposed merger of a new wholly-owned subsidiary of our company with and into KCPC, pursuant to the Agreement and Plan of Merger, dated as of February 28, 2012, by and among KCPC, Standard Parking, Merger Sub and Kohlberg CPC Rep, L.L.C., in its capacity as Stockholders' Representative. Following the completion of the merger, KCPC will be a wholly-owned subsidiary of Standard Parking.

    In order to complete the merger, our stockholders must vote to approve the issuance of the shares of our common stock to be issued in connection with the proposed merger. We are holding a special meeting of stockholders in order to obtain the necessary stockholders' approval for the issuance of such shares of our common stock. Our stockholders are also being asked to approve the adjournment of the special meeting, if necessary or appropriate, for the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to constitute a quorum or approve the issuance of shares of common stock.

    This document contains important information about the merger, the merger agreement, the other agreements entered into in connection with the merger and the special meeting of our stockholders, and you should read it, and the documents incorporated by reference into this proxy statement, carefully and in their entirety.

Q:
When is the special meeting of the stockholders and where will it be held?

A:
The special meeting will be held on September 11, 2012, at The Talbott Hotel located at 20 East Delaware Place, Chicago, Illinois 60611, at 8:30 a.m. local time.

    We provide additional information relating to the special meeting in the section below entitled "Standard Parking Special Meeting" beginning on page 28.

Q:
Who is eligible to vote at the special meeting?

A:
If you are a Standard Parking stockholder of record as of the close of business on July 19, 2012, the record date for the special meeting, you are entitled to receive notice of, and are eligible to vote at, the special meeting.

    At the close of business on the record date, we had 15,668,128 shares of common stock outstanding entitled to cast a vote on the proposals presented in this proxy statement. Each outstanding share of our common stock entitles its holder to one vote.

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Q:
What matters are Standard Parking's stockholders being asked to approve at the Standard Parking special meeting?

A:
You are being asked to vote on the following matters:

1.
A proposal to approve the issuance of up to 6,161,334 shares of our common stock in connection with the proposed merger of our wholly-owned subsidiary, Merger Sub, and Central Parking, referred to in this proxy statement as the "Stock Issuance."

2.
A proposal to adjourn the special meeting, if necessary or appropriate, for the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to constitute a quorum or approve the issuance of shares of common stock.

Q:
Why is stockholder approval of the Stock Issuance required?

A:
We are seeking stockholder approval of the issuance of shares of our common stock in connection with the proposed merger to satisfy NASDAQ Listing Rule 5635(a), which requires stockholder approval prior to the issuance of securities in connection with the acquisition of stock or assets of another company if the issuance would constitute more than 20% of the total number of shares of common stock outstanding before the issuance. If the merger is completed, we will issue up to 6,161,334 shares of our common stock to the stockholders of KCPC, which represents approximately 39% of the total number of shares of our common stock issued and outstanding immediately prior to the signing of the merger agreement and approximately 28% of the total number of shares of our common stock issued and outstanding immediately following the consummation of the merger and the related issuance of stock. In addition, the merger may be considered a change of control due to, among other things, the addition of three new directors to our Board who are designated for appointment by a representative of KCPC's stockholders and the issuance of over 20% of our common stock in connection with the merger to parties that could be considered an affiliated group (namely, the stockholders of KCPC). Accordingly, we are also seeking stockholder approval to satisfy NASDAQ Listing Rule 5635(b), which requires stockholder approval prior to the issuance of securities in connection with a change of control.

Q:
What will happen if Standard Parking's stockholders vote to approve the Stock Issuance?

A:
If the Stock Issuance is approved, all required authorizations, clearances, consents and governmental approvals are obtained and, subject to the satisfaction or waiver of the other closing conditions, we expect the merger to be completed prior to September 30, 2012.

Q:
What will happen if Standard Parking's stockholders do not vote to approve the Stock Issuance?

A:
If the Stock Issuance is not approved, we will not be able to complete the merger.

Q:
Why is Standard Parking proposing to engage in the merger and the Stock Issuance?

A:
We believe that the merger will provide substantial strategic and financial benefits to our stockholders, clients and customers. We believe the combination would, among other anticipated benefits:

allow the expansion of our operations to over 4,400 locations, effectively doubling our location footprint;

promote revenue growth by enabling us to sell our current products and services to potentially 2,200 new locations;

strengthen our ability to serve clients and customers by integrating Central Parking's customer-facing products and services;

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    allow us to take advantage of scale efficiencies by consolidating back-office processes and eliminating duplicate infrastructure (while reducing the combined headcount by less than 2%);

    allow us to leverage increased purchasing volume;

    create a combined company that generates free cash flows, enabling us to make additional investments in parking-related technology to accelerate development of new products and services that improve our customers' parking experience and drive client value; and

    enable the sharing of complementary capabilities, particularly in the technology area.

    Given what we believe, despite the recent financial losses incurred by Central Parking, are the strong underlying businesses of both companies, the favorable strategic fit and the significant cost synergies, we expect the merger to be accretive to our earnings per share within three years of its closing.

Q:
Why does Standard Parking's Board recommend that I vote FOR the Stock Issuance?

A:
In developing its recommendation to the stockholders to vote in favor of the Stock Issuance, our Board considered many factors, including the benefits described above and the positive and negative factors described in the section of this proxy statement entitled "The Merger—Reasons for the Merger" beginning on page 40, and concluded that the issuance of shares of our common stock in connection with the proposed merger is advisable, is in our best interest and is in the best interests of our stockholders. Our Board believes that the merger will be beneficial because it will expand our location footprint, increase our opportunities to sell to clients and customers of each company those services that are currently only offered by the other company and provide significant cost synergies. Moreover, our Board believes that the free cash flow that the combined company is expected to generate will enable us to achieve within two years a funded debt to adjusted EBITDA (determined in accordance with our proposed new credit facility) ratio of approximately 2.5x, despite the fact that we will assume approximately $210 million of Central Parking's debt, net of cash acquired, in connection with the merger. Ultimately, our Board believes that our business will be strengthened as a result of the merger and the Stock Issuance. After careful consideration, our Board recommends that our stockholders vote FOR the Stock Issuance.

Q:
Are there risks associated with the merger?

A:
Yes. The material risks associated with the merger that are known to us are discussed in the section entitled "Risk Factors" beginning on page 14.

Q:
What will KCPC's stockholders receive as consideration in the merger?

A:
Upon the closing of the merger, all of the shares of common stock and preferred stock of KCPC issued and outstanding immediately prior to the consummation of the merger will be converted into the right to receive up to an aggregate of 6,161,334 shares of our common stock. In addition, each holder of KCPC common stock will be entitled to receive a pro rata portion of $27 million of total cash consideration to be paid on the third anniversary of the closing date, to the extent not used or claimed to satisfy the indemnity obligations of the stockholders of KCPC that may arise under the merger agreement.

    The exchange ratio will not be adjusted for changes in the market price of our common stock between the date of signing the merger agreement and completion of the merger, unless the arithmetic average of the volume-weighted average per share price of our common stock of each of the 20 consecutive trading days immediately preceding the third trading day prior to the closing date exceeds $24.27.

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    Therefore, changes in the price of our common stock prior to the closing date of the merger will affect the value of the consideration we pay to KCPC's stockholders on the closing date of the merger. For example, based on the range of closing prices of our common stock during the period from February 28, 2012, the last trading day before public announcement of the merger, through August 2, 2012, the latest practicable trading date before the date of this proxy statement, the exchange ratio represented a value ranging from a high of $22.49 to a low of $17.54 for each share of KCPC common stock.

    The total value of the stock consideration is effectively capped at $149,535,576, however, because the number of shares of our common stock to be issued as consideration in the merger would be reduced in proportion to the amount that the arithmetic average of the volume-weighted average per share price of our common stock on each of the 20 consecutive trading days immediately preceding the third trading day prior to the closing of the merger exceeded $24.27. Additionally, both Standard Parking and KCPC may terminate the merger agreement, in the event the volume-weighted average per share price of our common stock is below $11.69 for a period of ten consecutive trading days, on at least five business days' notice sent no later than ten business days prior to our special meeting.

Q:
What will happen to my common stock upon completion of the merger?

A:
Each outstanding share of our common stock will be unaffected by the merger and will remain outstanding. Holders of our common stock will continue to hold the shares that they currently hold.

Q:
Will the Stock Issuance dilute the existing stockholders' percentage of ownership in Standard Parking?

A:
Yes. The Stock Issuance will dilute your existing holdings of our common stock. Assuming the issuance of 6,161,334 shares of our common stock and no other issuances of shares of our common stock after August 2, 2012, the stockholders of KCPC would own approximately 28% of our common stock issued and outstanding immediately after the consummation of the merger and the related issuance of the common stock. Therefore, your ownership and voting interest in Standard Parking will be proportionately reduced.

Q:
Do I, as a stockholder of Standard Parking, have dissenters' or appraisal rights if I object to the Stock Issuance?

A:
No. Our existing stockholders do not have rights of appraisal or similar rights of dissenters with respect to the Stock Issuance.

Q:
Do KCPC's stockholders have appraisal rights and, if so, what effect would the exercise of those rights have on the merger?

A:
Under Delaware law, stockholders of the acquired company generally have the right to dissent to the merger and to receive, in lieu of the consideration provided in the merger, payment in cash for the fair value of their shares of stock. Those stockholders that elect to exercise appraisal rights must not vote in favor of, nor consent to, the proposal to adopt the merger agreement and must comply with the provisions of Section 262 of the Delaware General Corporation Law in order to perfect their rights. Holders of over 90% of the KCPC's voting stock have consented to the proposal to approve the merger agreement between KCPC and us and thus may not assert appraisal rights. Only those KCPC stockholders that have yet to consent to the proposal to approve the merger agreement, which represents a small minority of the stockholders of KCPC, may assert such rights. Additionally, under the merger agreement the KCPC stockholders have

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    agreed to indemnify us for any obligations which result from, arise out of or otherwise relate to the exercise of appraisal rights by any of the stockholders of KCPC. Thus, the exercise of appraisal rights by any of the stockholders of KCPC would have no effect on the completion of the merger nor should it increase the aggregate consideration paid by us in connection with the merger.

Q:
How does Standard Parking's Board recommend I vote for the proposal to adjourn the special meeting?

A:
Our Board recommends a vote FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to constitute a quorum or approve the Stock Issuance.

Q:
What other matters may arise at Standard Parking's special meeting?

A:
Other than the two proposals described in this proxy statement, we do not expect any other matters to be presented for a vote at the special meeting. If any other matter is properly brought before the special meeting, your proxy gives authority to the individuals named in the proxy to vote on such matters in their discretion.

Q:
Other than the merger agreement, what other agreements have been or will be entered into in connection with the proposed merger?

A:
At the same time we executed the merger agreement, we also entered into closing agreements with certain stockholders of KCPC representing over 90% of the outstanding shares of voting stock of KCPC. Under the closing agreements, the applicable stockholders of KCPC have agreed to, among other things, for a three year period following the closing of the merger, vote their shares of our common stock in accordance with our Board's recommendations or, in specified cases, in proportion to the votes made by our stockholders. These provisions are ultimately designed to provide protection to our Board and the holders of the majority of our outstanding common stock against potential actions by the former stockholders of KCPC. Additionally, the closing agreements provide that the former stockholders of KCPC will generally be subject to a four-year "standstill period" following the closing of the merger, during which each such stockholder will not, among other things, (1) acquire any additional voting securities of Standard Parking, (2) seek or propose a merger, acquisition, tender offer or other extraordinary transaction with respect to Standard Parking, (3) call a meeting of the stockholders of Standard Parking or initiate a stockholder proposal or (4) form a "group" with any person with respect to the acquisition or voting of voting securities of Standard Parking. Finally, the closing agreements impose certain restrictive covenants on some of the stockholders of KCPC following the closing of the merger, including, among others, (1) non-compete covenants, (2) non-solicitation covenants, (3) confidentiality obligations and (4) non-disparagement requirements. The other stockholders of KCPC will also be required to execute closing agreements in connection with the closing of the merger which will not be required to contain such restrictive covenants. The agreements are described more fully below in the section entitled "The Closing Agreements" beginning on page 90.

    Additionally, on the closing date of the merger, we will enter into a registration rights agreement with the former stockholders of KCPC which will require us to file a shelf registration statement, registering for public sale by the former stockholders of KCPC our common stock acquired by them at the closing of the merger. The registration rights agreement also provides, however, that (1) we are not obligated to file a registration statement until six months after the merger is completed, (2) pursuant to a registration statement, prior to the third anniversary of the closing of the merger, the former KCPC stockholders may only sell their stock in an underwritten public offering and (3) we are not obligated to effect an underwritten public offering for the former KCPC stockholders prior to the first anniversary of the closing of the merger. The registration

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    rights agreement further provides the former KCPC stockholders with piggyback registration rights with respect to underwritten public offerings that we may effect for our own account or for the benefit of other selling stockholders. The agreement is described more fully below in the section entitled "Registration Rights Agreement" beginning on page 94.

    We have also entered into a senior debt commitment letter with Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, N.A., together with certain other financial institutions. The commitment letter is described more fully below under the question titled, "Are Standard Parking's and KCPC's obligations to complete the merger subject to Standard Parking receiving financing?" and in the section entitled "The Merger—Financing of the Merger" beginning on page 69. As contemplated by the commitment letter, we expect, at the closing of the merger, to enter into a credit agreement with Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, N.A., together with other financial institutions, upon the terms and conditions described in the commitment letter.

Q:
Are there other restrictions on the resale of stock issued to the former KCPC stockholders in connection with the merger?

A:
Yes. The shares issued in connection with the merger will be considered "restricted securities" under Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"). Therefore, the former KCPC stockholders will be prohibited from publicly reselling their shares of our common stock during the first six months following the merger and, even after such period, volume limitations and additional restrictions on resales of our common stock will be applicable to those former KCPC stockholders who become our affiliates (for example those former KCPC stockholders who have representatives on our Board).

Q:
Are Standard Parking's and KCPC's obligations to complete the merger subject to Standard Parking receiving financing?

A:
Yes. Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, N.A., together with certain other financial institutions, have provided a senior debt commitment letter dated February 28, 2012 and related joinders to provide us with $450 million in senior secured credit facilities consisting of (1) a $200 million five year revolving credit facility and (2) a $250 million term loan facility. In conjunction with the merger, we will assume approximately $210 million of Central Parking's debt, net of cash acquired, which will be repaid at closing using the proceeds of the $450 million senior credit facilities. In addition, the proceeds from these borrowings will be used by us to finance in part the merger, the costs and expenses related to the merger and our ongoing working capital and other general corporate purposes. The obligations of the lenders to provide the debt financing under the senior debt commitment letter are subject to a number of conditions that we believe are customary for financings of this type.

Q:
Will Standard Parking's management team change following the completion of the merger?

A:
James Wilhelm, our Chief Executive Officer, and Marc Baumann, our Chief Financial Officer and Treasurer, will continue in the same capacities upon the completion of the merger. James Marcum, Central Parking's current Chief Executive Officer, is expected to become our Chief Operating Officer upon completion of the merger. In such case, Tom Hagerman, our current Chief Operating Officer, will assume a new role with chief responsibility for all of the combined company's business development efforts throughout North America.

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Q:
Will Standard Parking's Board change following the completion of the merger?

A:
The merger agreement provides that, immediately after the closing of the merger, we will increase the size of our Board from five to eight members and will appoint individuals designated for appointment by the representative of KCPC's stockholders to fill those vacancies. Following the merger, such representative, on behalf of the stockholders of KCPC, will continue to have rights to designate members for appointment to our Board. Each such designee (1) is required to furnish a completed director and officer questionnaire with respect to the background and qualifications of such designee, (2) is subject to a background check in a manner consistent with background checks customarily engaged in by us for prospective new members of our Board, (3) must make himself or herself available for interviews by our Board, (4) must qualify as an independent director under our corporate governance policies and the NASDAQ Marketplace Rules and (5) may be denied appointment if our Board determines in good faith, after consideration by the Nominating and Governance Committee of our Board and consultation with outside legal counsel, that such individuals' appointment would constitute a breach of its fiduciary duties.

    The representative of KCPC's stockholders has designated Gordon Woodward, a current member of the boards of directors of KCPC and Central Parking Corporation and the current Chief Investment Officer of Kohlberg & Co., L.L.C., an affiliate of certain of KCPC's stockholders; Jonathan Ward, the current chairman of the boards of directors of KCPC and Central Parking Corporation and Operating Partner of Kohlberg & Co., L.L.C.; and Paul Halpern, a current member of the boards of directors of KCPC and Central Parking Corporation and the current Chief Investment Officer of Versa Capital Management, LLC, an affiliate of certain of KCPC's stockholders, for appointment to our Board, and our Board, upon the recommendation of its Nominating and Governance Committee, has appointed Messrs. Woodward, Ward and Halpern to our Board subject to, and effective immediately following, the consummation of the merger.

    A more detailed explanation of the composition of our Board following the completion of the merger, as well as additional information on members Woodward, Ward and Halpern, can be found in the section below entitled "The Merger Agreement—Standard Parking Board Designees" beginning on page 81.

Q:
What expenses is Standard Parking incurring in connection with the merger?

A:
We anticipate total merger and integration costs of approximately $39 million. Approximately $8 million is expected for transaction costs, $22 million for synergy planning and integration costs and $9 million for financing costs. Approximately $9 million of the total anticipated costs had been incurred as of May 31, 2012.

Q:
What are the material U.S. federal income tax consequences of the merger?

A:
The U.S. federal income tax treatment of the merger is unclear at this stage, as the merger may or may not qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code, dependent on, among other things, the value of the shares of our common stock issued in connection with the merger and the amount of the cash consideration payable in the merger. In any event, because our stockholders do not participate in the merger, our stockholders will not recognize gain or loss in connection with the merger with respect to their shares of our common stock. In the case of Standard Parking, if the merger does not qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code, the merger may be considered a taxable acquisition of the stock of KCPC. A more detailed explanation of the material U.S. federal income tax consequences of the merger can be found in the section below entitled "The Merger—Material United States Federal Income Tax Consequences of the Merger to Standard Parking and its Stockholders" beginning on page 67.

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Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
Stockholder of Record

    If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares of our common stock.

    Beneficial Owners

    If shares of our common stock are held by a broker, bank or other institution, serving as nominee, on your behalf, you are considered the beneficial owner of those shares (sometimes referred to as being held in "street name"). If you are a beneficial owner but not a stockholder of record, your broker or other nominee that is considered the stockholder of record of those shares is making these proxy materials available to you with a request for your voting instructions. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote your shares using the voting methods which the broker or other nominee offers as options.

Q:
How do Standard Parking's stockholders of record vote?

A:
Our stockholders may vote in person at the special meeting or by proxy. There are three ways to vote by proxy:

By Telephone—by calling the toll free telephone number (866) 894-0537;

By Internet—by visiting www.cstproxyvote.com and following the on-screen instructions; or

By Mail—by marking, signing and dating your proxy card and returning it to us in the envelope provided.

    In order for your proxy to be validly submitted and for your shares to be voted in accordance with your proxy, we must receive the mailed proxy card prior to the start of the special meeting. Additionally, telephone and Internet voting for stockholders will close at 7 p.m. Eastern time, on September 10, 2012.

    If you vote by proxy, the proxy will instruct the persons named in the proxy to vote your shares of our common stock at the special meeting as you direct in the proxy. However, if you submit a proxy that does not indicate how you wish to vote with respect to the proposals, your shares will be voted as our Board recommends with respect to those proposals and in the proxy's discretion with respect to any other matter that may properly be considered at the special meeting.

    If you plan to attend the special meeting, you must present 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.

Q:
How do I vote if I am a beneficial owner of shares and my broker, bank or other institution holds my shares in "street name"?

A:
If your shares are held in "street name," your broker or other institution serving as nominee will send you a request for directions for voting those shares. Many brokers, banks and other institutions serving as nominees (but not all) participate in a program that offers Internet voting options and may provide you with a Notice of Internet Availability of Proxy Materials. Follow the instructions on the Notice of Internet Availability of Proxy Materials to access our proxy materials and vote online or to request a paper or email copy of our proxy materials. If you received these proxy materials in paper form, the materials included a voting instruction card so you can instruct your broker or other nominee how to vote your shares.

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    If you plan to attend the special meeting and you are not a stockholder of record, but you hold shares in "street name" through a nominee, you must provide a letter or account statement showing that you beneficially own the shares held by the nominee to be able to attend the special meeting. Note that even if you attend the special meeting, you cannot vote the shares that are held by your nominee.

    For a discussion of rules regarding the voting of shares held by beneficial owners, please see the question titled "What is a 'broker non-vote'?"

Q:
How do the stockholders of Standard Parking revoke their vote?

A:
You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke a proxy, you must either (1) deliver written notice of such revocation to our Secretary prior to the special meeting at the address listed below, (2) submit a telephone vote, an Internet vote or a properly executed proxy card bearing a later date than the date of the proxy you wish to revoke or (3) attend the special meeting and vote your shares in person. Attendance at the special meeting will not revoke a proxy unless you actually vote in person at the meeting.

    If you hold your shares in "street name," you may revoke a previous vote only by following the procedures established by your broker, bank or other institution.

    You may provide written notice of revocation to our Secretary at 900 North Michigan Avenue, Suite 1600, Chicago, Illinois 60611.

Q:
What quorum requirement applies?

A:
There must be a quorum for our special meeting to be held. The holders of shares having a majority of the voting power of our common stock issued and outstanding and entitled to vote at the special meeting, represented in person or by proxy, will constitute a quorum for the transaction of business at the special meeting. Your shares will be counted for purposes of determining a quorum if you attend the special meeting and vote in person or if you vote by telephone, by Internet or by submitting a properly executed proxy card by mail. Abstentions will be counted for determining whether a quorum is present at the special meeting. The presence at the special meeting, in person or by proxy, of the holders of a least 7,834,065 shares of our common stock will be required to establish a quorum.

Q:
What vote is required to approve the proposals?

A:
Under our Bylaws, if a quorum exists at the meeting, the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter will be required for the approval of the Stock Issuance. A properly executed proxy marked "Abstain" with respect to such matter will be counted for purposes of determining whether there is a quorum and will have the effect of a vote AGAINST the Stock Issuance.

    The approval of the adjournment of the special meeting, if necessary and appropriate, for the solicitation of additional proxies also requires the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter if a quorum exists; if less than a quorum is present in person or by proxy at the special meeting, then the affirmative vote of the holders of shares having a majority of the voting power of all shares represented at the special meeting may adjourn the special meeting. In both instances, a properly executed proxy marked "Abstain" with respect to such matter will be counted for purposes of determining whether there is a quorum and will have the effect of a vote AGAINST the adjournment of the special meeting.

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Q:
What is a "broker non-vote"?

A:
Brokers holding shares of stock for beneficial owners have the authority to vote on certain "routine" matters, in their discretion, in the event they have not received instructions from the beneficial owners. However, when a proposal is not a "routine" matter and a broker has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the broker may not vote the shares for that proposal. A "broker non-vote" occurs when a broker holding shares for a beneficial owner signs and returns a proxy with respect to those shares of stock held in a fiduciary capacity, but does not vote on a particular matter because the broker does not have discretionary voting power with respect to that matter and has not received instructions from the beneficial owner.

    The approval of the Stock Issuance and the approval of the adjournment of the special meeting are not considered "routine" matters. Accordingly, if you do not provide voting instructions to your broker with respect to the proposal to approve the Stock Issuance or the proposal to adjourn the special meeting, the broker may not exercise discretion and is prohibited from giving a proxy to vote your shares with respect to those proposals. Shares reflected as "broker non-votes" will be included for purposes of determining whether a quorum is present at the special meeting, but will have no effect on the proposal to approve the Stock Issuance. Similarly, if a quorum is present at the special meeting, a "broker non-vote" will have no effect on the approval to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. However, if a quorum is not present at the special meeting, a "broker non-vote" would have the effect of a vote AGAINST the proposal to adjourn the special meeting.

Q:
Who will solicit and pay the cost of soliciting proxies from Standard Parking's stockholders?

A:
We will bear the costs of soliciting proxies from the holders of our common stock. In addition to the solicitation of proxies by mail, solicitation may be made by certain of its directors, officers and selected other employees telephonically, electronically or by other means of communication. Directors, officers and employees who help us in the solicitation will not be specially compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners.

    We have engaged Morrow & Co., LLC to assist in the solicitation of proxies for the special meeting and will pay Morrow & Co., LLC a fee of approximately $11,000, plus reimbursement of out-of-pocket expenses. The address of Morrow & Co., LLC is 470 West Avenue, Stamford, CT 06902.

Q:
Where can I obtain copies of these proxy materials?

A:
Copies of these proxy materials are available at our transaction specific website at: www.standardparkingevolution.com.

Q:
When is this proxy statement being mailed?

A:
This proxy statement is being mailed to stockholders of record on or about August 6, 2012.

Q:
What do I need to do now?

A:
Please read this proxy statement carefully and vote either in person by attending the special meeting or by proxy. To vote by proxy, you may vote your shares via a toll-free telephone number, over the Internet, or by marking, signing and dating your proxy card and returning it to us in the

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    envelope provided. If you vote by proxy, the proxy will instruct the persons named in the proxy to vote your shares of our common stock at the special meeting as you direct. If you submit a proxy that does not indicate how you wish to vote, the proxy will be voted FOR each of the special meeting proposals. We encourage you to vote your shares of common stock as soon as possible so that your shares may be represented at the special meeting.

Q:
Who can help answer my questions?

A:
If you have any questions about the matters described in this proxy statement, or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact Morrow & Co., LLC, our proxy solicitor, by telephone at (800) 662-5200 (toll-free) or via email at stan.info@morrowco.com.

Q:
Where can I find more information about Standard Parking?

A:
You can find more information about us from the documents that we have filed with the SEC described in the section entitled "Where You Can Find More Information" beginning on page 149.

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SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

        This proxy statement contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger between us and Central Parking, the expected future operating results of the combined company, the expected timing of the completion of the merger and other of our expectations, beliefs, plans, intentions and strategies. We have tried to identify these statements by using words such as "expect," "anticipate," "believe," "could," "should," "estimate," "intend," "may," "plan," "predict," "project" and "will" and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management's expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management's control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including the following:


Relating to the Merger and Stock Issuance

    the risk that the proposed business combination transaction is not completed on a timely basis or at all;

    the ability to integrate Central Parking into our business successfully and the amount of time and expense spent and incurred in connection with the integration;

    the risk that the economic benefits, cost savings and other synergies that we anticipate as a result of the transaction are not fully realized or take longer to realize than expected;

    the risk that certain risks and liabilities associated with the transaction have not been discovered;

    the risk that we or Central Parking may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction;

    the risk that any necessary third party consents may not be obtained, that the financing may not be consummated or that other conditions of the acquisition are not satisfied;

    limitations imposed by our credit facility;

    the impact of the issuance of our common stock as consideration for the acquisition on our current holders of common stock, including dilution of their ownership and voting interests;

    adverse effects on the market price of our common stock caused by the sale of such stock held by Central Parking stockholders following the merger;

    the effect of the acquisition on our and Central Parking's relationship with their respective clients, customers, vendors and personnel; and

    adverse effects on the market price of our common stock and on our operating results because of a failure to complete the transaction.


Relating to our Business Generally

    intense competition;

    the loss, or renewal on less favorable terms, of management contracts and leases;

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    adverse litigation judgments or settlements;

    changes in general economic and business conditions or demographic trends;

    the impact of public and private regulations;

    the financial difficulties or bankruptcy of our major clients;

    insurance losses that are worse than expected or adverse events not covered by insurance;

    labor disputes;

    extraordinary events affecting parking at facilities that we manage, including emergency safety measures, military or terrorist attacks, cyber terrorism and natural disasters;

    state and municipal government clients that sell or enter into long-term leases of parking-related assets;

    uncertainty in the credit markets;

    availability, terms and deployment of capital; and

    our ability to obtain performance bonds or letters of credit on acceptable terms.

        Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the section below entitled "Risk Factors" beginning on page 14 and in our Annual Report on Form 10-K for the year ended December 31, 2011 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2012 and other reports we have filed with the SEC since December 31, 2011, which are incorporated by reference herein. See the section entitled "Where You Can Find More Information" beginning on page 149 for more information about the documents incorporated by reference in this proxy statement.

        All of our forward-looking statements should be considered in light of these factors. All of our forward-looking statements speak only as of the date they were made, and we undertake no obligation to update our forward-looking statements or risk factors to reflect new information, future events or otherwise, except as may be required under applicable securities laws and regulations. Any forward-looking statements in this proxy statement are not guarantees of future performance, and actual results, developments and business decisions may differ from those contemplated by those forward-looking statements, possibly materially. Accordingly, you should not place undue reliance on any such forward-looking statements.

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RISK FACTORS

        In addition to the other information included or incorporated by reference in this proxy statement, including the matters addressed in the section of the proxy statement entitled "Special Note Concerning Forward-Looking Statements," you should carefully consider the following risks before deciding how to vote on the proposals presented at the special meeting. The risk factors related to the merger present the material risks directly related to the merger and the integration of the two companies presently known to us. We have also included the material risks associated with each of the businesses of Standard Parking and Central Parking presently known to us, because these risks will also affect the combined company. The risks below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See "Special Note Concerning Forward-Looking Statements" beginning on page 12.


Risk Factors Related to the Merger

Subject to limited exceptions, the exchange ratio is fixed and will not be adjusted in the event of any change in our stock price.

        Upon closing of the merger, each share of KCPC common stock will be converted into the right to receive a pro rata portion of 6,161,334 shares of our common stock (unless reduced under the circumstances described below). This exchange ratio will not be adjusted for changes in the market price of our common stock between the date of signing the merger agreement and completion of the merger, unless the arithmetic average of the volume-weighted average per share price of our common stock of each of the 20 consecutive trading days immediately preceding the third trading day prior to the closing date exceeds $24.27. Both Standard Parking and KCPC may terminate the merger agreement in the event the volume-weighted average per share price of our common stock is below $11.69 for a period of ten consecutive trading days, on at least five business days' notice sent no later than ten business days prior to our special meeting.

        Changes in the price of our common stock prior to the closing date of the merger will affect the value of the consideration we pay to KCPC's stockholders on the closing date of the merger. For example, based on the range of closing prices of our common stock during the period from February 28, 2012, the last trading day before public announcement of the merger, through August 2, 2012, the latest practicable trading date before the date of this proxy statement, the exchange ratio represented a value ranging from a high of $22.49 to a low of $17.54 for each share of KCPC common stock. The total value of the stock consideration is effectively capped at $149,535,576, because the number of shares of our common stock to be issued as consideration in the merger would be reduced in proportion to the amount that the arithmetic average of the volume-weighted average per share price of our common stock on each of the 20 consecutive trading days immediately preceding the third trading day prior to the closing of the merger exceeded $24.27.

        These variations in the price of our common stock could result from changes in our business, operations or prospects prior to or following the merger, our stockholders perceptions of the merger and Central Parking, regulatory considerations, general market and economic conditions and other factors both within and beyond our control. The merger may be completed a considerable period of time after the date of the special meeting of the stockholders. Therefore, at the time of the special stockholders' meeting, our stockholders will not know with certainty the value of the consideration being paid to KCPC's stockholders.

Current stockholders will have reduced ownership and voting interests after the merger.

        We will issue up to 6,161,334 shares of our common stock to KCPC stockholders in the merger. Based on the number of shares of common stock of Standard Parking outstanding on July 19, 2012, the record date for our special meeting, upon the completion of the merger, current Standard Parking

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stockholders and former KCPC stockholders would own approximately 72% and 28% of our common stock, respectively.

        Our stockholders currently have the right to vote for the directors of Standard Parking and on other matters affecting Standard Parking. When the merger occurs, each KCPC stockholder who receives shares of our common stock will become a stockholder of Standard Parking. As a result, the percentage ownership of Standard Parking held by each of our current stockholders will be smaller than such stockholder's percentage ownership of Standard Parking prior to the merger. Our current stockholders will, therefore, have proportionately less ownership and voting interests in Standard Parking following the merger than they have now.

The market price of our common stock may decline as a result of the merger or the issuance of shares of our common stock.

        We currently anticipate that the merger will be accretive to earnings per share by the third full year following the completion of the merger, after factoring in synergies and excluding costs to achieve synergies and other one-time costs related to the merger. This expectation is based on preliminary estimates that are subject to change. We could also encounter additional transaction and integration-related costs, may fail to realize all of the benefits anticipated in the merger or be subject to other factors that affect preliminary estimates. Any of these factors could cause a decrease in our adjusted earnings per share or decrease or delay the expected accretive effect of the merger and contribute to a decrease in the price of our common stock.

        In addition, we are unable to predict the potential effects of the issuance of shares of our common stock in connection with the merger on the trading activity and market price of our common stock. We have granted registration rights to KCPC's stockholders for the resale of the shares of our common stock issued in connection with the merger. These registration rights would facilitate the resale of such securities into the public market, and any such resale would increase the number of shares of our common stock available for public trading. Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.

The merger will result in changes to our Board and management that may affect the strategy and operations of the combined company as compared to that of Standard Parking and Central Parking.

        If we complete the merger, the composition of our Board and management team will change. Following the completion of the merger, our Board will increase from five to eight directors and three new directors designated for appointment to our Board by the representative of KCPC's stockholders will become members of our Board. In addition, James Marcum, KCPC's current Chief Executive Officer, is expected to become the Chief Operating Officer of Standard Parking. In such case, Tom Hagerman, Standard Parking's current Chief Operating Officer, will assume a new role with chief responsibility for all of the combined company's business development efforts throughout North America. This new composition of our Board and management team may affect our business strategy and operating decisions following completion of the merger. In addition, there can be no assurances that the new board will function effectively as a team and that there will not be any adverse effects on our business as a result.

The merger is subject to a number of conditions, including the receipt of consents and clearances from domestic regulatory authorities that may not be obtained, may not be completed on a timely basis or may impose conditions that could have an adverse effect on us.

        Completion of the merger is conditioned upon, among other matters, the receipt of certain governmental authorizations, consents, orders, clearances or other approvals, including the expiration or

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termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and such other consents, approvals and clearances necessary to permit all parties to perform their obligations under the agreement and complete the merger. In deciding whether to grant antitrust or other regulatory clearances, the relevant governmental entities will consider the effect of the merger within their relevant jurisdictions. The governmental agencies from which we will seek the approvals and clearances have broad discretion in administering the governing regulations. The terms and conditions of the approvals or clearances that are granted may impose requirements, limitations or costs or place restrictions on the conduct of our business after the merger, potentially including the requirement that we divest some of our current assets or operations. Depending on their nature and extent, any objections, conditions or restrictions of regulatory authorities may jeopardize or delay completion of the merger or may lessen the anticipated potential benefits of the merger. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the merger or imposing additional material costs on, or materially reducing the revenues of, Standard Parking following the merger. In addition, such conditions, terms, obligations or restrictions may result in the delay or abandonment of the merger.

        Under the merger agreement, we are obligated to use commercially reasonable efforts to resolve any such objections, conditions or restrictions to permit the merger, and we have agreed to (1) divest, terminate, assign or otherwise dispose of certain contracts and/or (2) agree to behavioral or operating restrictions; provided that such actions will not, collectively, reduce gross profit, or be reasonably expected to cause a loss of opportunity that would generate gross profit, by more than $4 million per year in the aggregate. We may waive our rights and take actions that we are not otherwise required to take in connection with receipt of the necessary regulatory approvals and clearances in order to proceed with the completion of the merger, including divesting, terminating, assigning or otherwise disposing of contracts and assets that reduce gross profit, or cause a loss of opportunity that would generate gross profit, by more than $4 million per year in the aggregate. If we were to proceed with the merger despite the imposition of regulatory conditions or restrictions, our business, operating and financial results and the price of our common stock following completion of the merger could be adversely affected.

        For a more detailed description of the regulatory review process, see the section entitled "The Merger—Regulatory Approvals and Clearances" beginning on page 68.

We may be unable to obtain the financing necessary to consummate the merger.

        Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, N.A., together with certain other financial institutions, have provided a senior debt commitment letter and related joinders to provide us with $450 million in senior secured credit facilities consisting of (1) a $200 million five year revolving credit facility and (2) a $250 million term loan facility. In conjunction with the merger, we will assume approximately $210 million of Central Parking's debt, net of cash acquired, which will be repaid at closing using the proceeds of the $450 million senior credit facilities. In addition, the proceeds from these borrowings will be used by us to finance in part the merger, the costs and expenses related to the merger and our ongoing working capital and other general corporate purposes. The obligations of the lenders to provide the debt financing under the senior debt commitment letter are subject to a number of conditions which may not be achieved. If any of the conditions are not satisfied and we fail to receive this financing, we may be unable to consummate the merger.

Any delay in completing the merger may reduce or eliminate the benefits expected to be achieved thereunder.

        In addition to the required regulatory approvals and clearances, the merger is subject to a number of other conditions beyond our control that may prevent, delay or otherwise materially adversely affect its completion. We cannot predict whether and when these other conditions will be satisfied.

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Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the merger for a significant period of time or prevent it from occurring. Any delay in completing the merger could cause us not to realize some or all of the synergies and other benefits that we expect to achieve if the merger is successfully completed within its expected time frame.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees which could adversely affect our future business and operations following the merger.

        We are dependent on the experience and industry knowledge of our officers and other key employees to execute our business plans. Our success after the merger will depend in part upon our ability to retain key management personnel and other key employees. As we have announced plans to reduce headcount by approximately 2% of the combined workforce of Standard Parking and Central Parking in order to realize run rate cost synergies, our current and prospective employees may experience uncertainty about their roles within Standard Parking following the merger or other concerns regarding our operations following the merger, any of which may have an adverse effect on our ability to attract or retain key management and other key personnel. Accordingly, no assurance can be given that we will be able to attract or retain key management personnel and other key employees until the merger is consummated or following the merger to the same extent that we have previously been able to attract or retain such employees.

Failure to complete the merger could negatively impact our business, financial condition, results of operations or stock prices.

        Completion of the merger is conditioned upon the satisfaction of certain closing conditions, including the approval of the Stock Issuance by our stockholders, as set forth in the merger agreement. The required conditions to closing may not be satisfied in a timely manner, if at all, or, if permissible, waived. If the merger is not consummated for these or any other reasons, our ongoing business may be adversely affected and will be subject to a number of risks and consequences, including the following:

    we may be required, under certain circumstances, to pay KCPC a termination fee of $7.5 million or to reimburse KCPC for its expenses in an amount not to exceed $6 million;

    we must pay the substantial fees and expenses we incurred related to the merger, such as legal, accounting, printing and synergy planning fees and expenses, even if the merger is not completed and, except in certain circumstances, we may not be able to recover such fees and expenses from KCPC;

    under the merger agreement, we are subject to certain restrictions on the conduct of our business prior to completing the merger, which restrictions could adversely affect our ability to realize certain of our business strategies, including our ability to enter into acquisitions collectively involving an aggregate purchase price in excess of $10 million;

    matters relating to the merger may require substantial commitments of time and resources by our management, which could otherwise have been devoted to other opportunities that may have been beneficial to us;

    the market price of our common stock may decline to the extent that the current market price reflects a market assumption that the merger will be completed;

    we may experience negative reactions to the termination of the merger from customers, clients, business partners, lenders and employees; and

    we would not realize any of the anticipated benefits of having completed the merger.

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        In addition, any delay in the consummation of the merger, or any uncertainty about the consummation of the merger, may adversely affect our future business, growth, revenue and results of operations.

The expected benefits of the merger may not be realized.

        To be successful after the merger, we will need to combine and integrate the operations of Standard Parking and Central Parking into one company. Integration will require substantial management attention and could detract attention from the day-to-day business of the combined company. We could encounter difficulties in the integration process, such as difficulties offering products and services across the increased facility portfolio, the need to revisit assumptions about reserves, revenues, capital expenditures and operating costs, including synergies, the loss of key employees or customers or the need to address unanticipated liabilities. If we cannot integrate our business and Central Parking's business successfully, we may fail to realize the expected benefits of the merger, including the net annual run-rate cost synergies in excess of $20 million expected by the end of the second year following the closing of the merger. In addition, we cannot be assured that all of the goals and anticipated benefits of the merger will be achievable, particularly as the achievement of the benefits are in many important respects subject to factors that we do not control. These factors would include such things as the reactions of third parties with whom we enter into contracts and do business and the reactions of investors and analysts.

Our future results following the merger may differ materially from the unaudited pro forma financial information included in this document.

        The unaudited pro forma combined financial information contained in this document is presented for purposes of presenting our historical consolidated financial statements with KCPC's historical consolidated financial statements as adjusted to give effect to the contemplated merger and is not necessarily indicative of the financial condition or results of operations of the combined company following the merger. The unaudited pro forma combined financial information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to KCPC's acquired assets and liabilities. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of KCPC as of the date of the completion of the merger. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect our financial condition and results of operations following the merger. Any change in our financial condition or results of operations may cause significant variations in the price of our common stock. See the section entitled "Unaudited Pro Forma Combined Financial Information" beginning on page 130 for more information.

In its evaluation of the merger, our Board considered, among other factors, the purchase price as a function of Adjusted EBITDA (as determined by us as set forth in this proxy statement). Adjusted EBITDA is not a recognized term under generally accepted accounting principles, and Adjusted EBITDA is not directly comparable to EBITDA as reflected in other transaction multiples.

        In evaluating the merger, our Board considered, among many factors, the purchase price as a multiple of Adjusted EBITDA (as determined by us as set forth in this proxy statement), which is not a GAAP measure of operating results or liquidity. Adjusted EBITDA excludes certain costs that our management does not believe will be representative of the business going forward, but there can be no assurance that all of these costs will in fact be eliminated. Additionally, the purchase price was expressed as a multiple of Adjusted EBITDA and was calculated by us with and without reflecting the net cost synergies that we anticipate achieving. As discussed under the risk factor under the sub-heading "The expected benefits of the merger may not be realized" above, we may not realize these

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anticipated cost synergies. Moreover, Adjusted EBITDA, as used in the analysis of the merger by our Board, is not directly comparable to EBITDA or Adjusted EBITDA in transaction multiples used in evaluating business combination transactions involving other companies.

We expect to incur substantial expenses related to the merger and our integration with Central Parking.

        We expect to incur approximately $39 million in total merger and integration costs, including $8 million in transaction costs, $22 million for synergy planning and integration costs and $9 million for financing costs. While we have assumed that this level of expense will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the merger and integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. To the extent these merger and integration expenses are higher than anticipated, our future operating results and financial condition may be materially adversely affected and our ability to meet the leverage ratio and fixed charged ratio mandated by our credit facilities may be impaired.

The deferred cash consideration may not be sufficient to cover all of the indemnification obligations owed to Standard Parking under the merger agreement.

        Under the merger agreement, the stockholders of KCPC are required to indemnify us for certain liabilities, costs and expenses, including liabilities, costs and expenses related to certain tax and litigation matters and a breach of the representations and warranties set forth in the merger agreement. In certain circumstances, KCPC's stockholders are not required to indemnify us for losses or expenses until such losses or expenses are in excess of $1.5 million in the aggregate and, subject to certain adjustments, are not obligated to indemnify us for any losses or expenses in excess of $27 million in the aggregate. The indemnification obligations may not provide adequate protection for any losses or expenses related to these matters. In addition, there may be unknown liabilities that are not covered by the indemnification provisions of the merger agreement for which we would not be entitled to indemnification. Finally, the indemnification obligations of KCPC's stockholders are largely expected to be funded out of the deferred cash consideration which may not be sufficient to cover all losses and expenses related to these indemnified matters.

We may be unable to integrate Central Parking's business with our own successfully.

        The merger involves the combination of two companies that currently operate as independent companies. Following the merger, we will be required to devote significant management attention and resources to integrating Central Parking's business practices and operations with our own. Potential difficulties we may encounter as part of the integration process include the following:

    the potential inability to successfully combine Central Parking's business with our own in a manner that permits us to achieve the cost synergies expected to be achieved within two years of the completion of the merger and other benefits anticipated to result from the merger;

    the potential inability to integrate Central Parking's customer-facing products and services, such as its centralized customer service centers, direct-to-consumer marketing programs, various web-based applications and enhanced technology applications such as those used by its Focus Point remote management division;

    challenges leveraging the customer information and technology of the two companies;

    challenges effectuating the diversification strategy, including challenges achieving revenue growth from sales of each company's products and services to the clients and customers of the other company;

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    complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, clients, employees, lenders and other constituencies; and

    potential unknown liabilities and unforeseen increased expenses or delays associated with the merger.

        In addition, Standard Parking and Central Parking have operated and, until the completion of the merger, will continue to operate independently. It is possible that the integration process could result in diversion of the attention of each company's management which could adversely affect each company's ability to maintain relationships with customers, clients, employees and other constituencies or our ability to achieve the anticipated benefits of the merger, or could reduce each company's earnings or otherwise adversely affect our business and financial results following the merger.

We will incur substantial additional indebtedness in connection with the merger.

        In connection with the merger, we will enter into a credit agreement providing for $450 million in senior secured credit facilities consisting of (1) a $200 million five year revolving credit facility and (2) a $250 million term loan facility with Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, N.A. and certain other financial institutions, pursuant to a commitment letter provided by the lenders to us on February 28, 2012. In conjunction with the merger, we will assume approximately $210 million of Central Parking's debt, net of cash acquired, which will be repaid at closing using the proceeds of the $450 million senior credit facilities. In addition, the proceeds from these borrowings will be used by us to finance in part the merger, the costs and expenses related to the merger and the ongoing working capital and other general corporate purposes of Standard Parking. As a result, following the merger we will have indebtedness that is substantially greater than our indebtedness prior to the merger. This higher level of indebtedness may:

    require us to dedicate a greater percentage of our cash flow from operations to payments on our debt, thereby reducing the availability of cash flow to fund capital expenditures, pursue other acquisitions or investments in new technologies, make stock repurchases, pay dividends and for general corporate purposes;

    increase our vulnerability to general adverse economic conditions, including increases in interest rates if the borrowings bear interest at variable rates or if such indebtedness is refinanced at a time when interest rates are higher; and

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    limit our flexibility in planning for, or reacting to, changes in or challenges relating to our business and industry, creating competitive disadvantages compared to other competitors with lower debt levels and borrowing costs.

        We cannot assure you that cash flow from operations, combined with additional borrowings under the credit facility and any future credit facility, will be available in an amount sufficient to enable us to repay our indebtedness, or to fund other liquidity needs. As discussed in "The Merger—Financing of the Merger," based upon the terms of the commitment letter, if the consolidated leverage ratio exceeds certain thresholds, the interest rate on indebtedness outstanding under our credit facility would be higher. In addition, if the consolidated leverage ratio exceeds certain other thresholds, we would be required to make mandatory prepayments of our outstanding indebtedness using excess free cash flow.

        We and our subsidiaries may incur substantial additional indebtedness in the future, which could cause the related risks to intensify. We may need to refinance all or a portion of our indebtedness on or before their respective maturities. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facility, on commercially reasonable terms or at all. If we are unable to refinance our debt, we may default under the terms of our indebtedness, which could lead to an acceleration of the debt. We do not expect that we could repay all of our outstanding indebtedness if the repayment of such indebtedness was accelerated.

Our future results will suffer if we do not effectively manage our expanded operations following the merger.

        Following the merger, the size of our business will effectively double, adding more than 2,200 locations and approximately one million parking spaces to our portfolio. Following the merger, we expect to have more than 4,400 parking facilities containing approximately 2.2 million parking spaces in hundreds of cities. Our future success depends, in part, upon our ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that we will be successful following the merger.

The merger may result in a loss of customers, clients and strategic alliances.

        As a result of the merger, some of the customers, clients, potential customers or clients or strategic partners of Standard Parking or Central Parking may terminate their business relationship with Standard Parking following the merger. Potential clients or strategic partners may delay entering into, or decide not to enter into, a business relationship with us because of the merger. If customer or client relationships or strategic alliances are adversely affected by the merger, our business and financial performance following the merger would suffer.

Third parties may terminate or alter existing contracts with Central Parking.

        Central Parking has management contracts and leases with parking facility owners that have "change of control" or similar clauses that allow the counterparty to terminate or change the terms of their contract upon the closing of the transactions contemplated by the merger agreement. Central Parking reviewed its top 50 leases based on amounts derived from Central Parking's EBITDA for the fiscal year ended September 30, 2011 (which leases represented approximately 24% of Central Parking's parking revenue and approximately 11% of Central Parking's revenue for such fiscal year) for change of control provisions. Of such leases, approximately 15% had change of control provisions requiring third-party consent that would be triggered by the merger. Neither Central Parking nor Standard Parking has yet reviewed the other Central Parking leases or the Central Parking management contracts because of the expense and time commitment associated with any such review. As a result, we cannot quantify the percentage of the remaining contracts with change of control provisions requiring third party consent that would be triggered by the merger. Standard Parking and Central Parking have

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agreed to work together to identify any such material contracts and to obtain necessary consents from such third parties, but if these third party consents cannot be obtained, or are obtained on unfavorable terms, we may lose the benefit of such contracts going forward, including benefits that may be material to our business following the merger. Central Parking's management contracts typically can be terminated by the parking facility owner in its discretion upon 30 days' notice. Thus, pursuant to management contracts containing such a termination provision, facility owners may terminate at any time with 30 days' notice either prior to or after the effective date of the merger, whether or not the specific management contract has a change of control provision. We do not anticipate that we will know whether any management contracts or leases will be terminated by parking facility owners, or whether any such contracts will be renegotiated, until the merger has been completed and, accordingly, we cannot currently quantify the financial impact, if any, of the loss of any benefits of such contracts.


Risk Factors Related to the Business of Standard Parking and Central Parking

        For purposes of this discussion of the general risk factors related to the business of Standard Parking and Central Parking, references to "we", "our" and similar shall be to both Standard Parking and Central Parking unless otherwise indicated.

We are subject to intense competition that could constrain our ability to gain business, as well as our profitability.

        We believe that competition in parking facility management and ancillary services is intense. The low cost of entry into the parking facility management business has led to a strongly competitive, fragmented market consisting primarily of a variety of entities ranging from single lot operators to large regional and national multi-facility operators, as well as municipal and other governmental entities that choose not to outsource their parking operations. Competitors may be able to adapt more quickly to changes in customer requirements, or devote greater resources to the promotion and sale of their services. We provide nearly all of our services under contracts, many of which are obtained through competitive bidding, and many of our competitors also have long-standing relationships with our clients. Providers of parking facility management services have traditionally competed on the basis of cost and quality of service. As we have worked to establish ourselves as principal members of the industry, we compete predominately on the basis of high levels of service and strong relationships. We may not be able to, or may choose not to, compete with certain competitors on the basis of price. As a result, a greater proportion of our clients may switch to other service providers or self-manage. Furthermore, these strong competitive pressures could impede our success in bidding for profitable business and our ability to increase prices even as costs rise, thereby reducing margins.

Our management contracts and leases expose us to certain risks.

        The loss or renewal on less favorable terms of a substantial number of management contracts or leases could have a material adverse effect on our business, financial condition and results of operations. A material reduction in the operating income associated with the integrated services we provide under management contracts and leases could have a material adverse effect on our business, financial condition and results of operations. Standard Parking's management contracts are typically for a term of one to three years, although the contracts may often be terminated, without cause, on 30 days' notice or less, giving clients regular opportunities to attempt to negotiate a reduction in fees or other allocated costs. Any loss of a significant number of clients could in the aggregate materially adversely affect our operating results.

        In addition, we are particularly exposed to increases in costs for locations that we operate under leases because we are generally responsible for all the operating expenses of our leased locations. Additionally, certain of the leases to which Central Parking is party include provisions allocating responsibility for all structural repairs required on the property to Central Parking, including repairs

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arising as a result of ordinary wear and tear. The number of leases under which Central Parking may have responsibility for structural repairs is difficult to quantify, mainly due to the large number of leases to which Central Parking is a party, unclear language in many of Central Parking's leases regarding repairs and the parties responsible for such repairs, and the uncertainty as to the interpretation of such language under the laws of the states governing those leases. Furthermore, the potential liability associated with any structural repair obligations is currently unknown and difficult to estimate. We may not have sufficient reserves, and the applicable indemnity under the merger agreement may be inadequate, to cover such obligations. An increase in the cost of parking services could reduce our gross profit derived from locations that we operate under leases. For the year ended December 31, 2011, Standard Parking operated 9% of its locations under leases; for the year ended September 30, 2011, Central Parking operated approximately 36% of its locations under leases.

Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of business could affect our operations and financial condition.

        In the normal course of business, we are from time to time involved in various legal proceedings. The outcome of these legal proceedings cannot be predicted. It is possible that an unfavorable outcome of some or all of the matters could cause us to incur substantial liabilities that may have a material adverse effect upon our financial condition and results of operations. Any significant adverse litigation, judgments or settlements could have a negative effect on our business, financial condition and results of operations. In addition, Central Parking is subject to a number of ongoing legal proceedings. Following the merger, we will incur substantial expenses defending such matters and may have judgments levied against us that are substantial and may not be covered by reserves.

Deterioration in economic conditions in general could reduce the demand for parking and ancillary services and, as a result, reduce our earnings and adversely affect our financial condition.

        Adverse changes in global, national and local economic conditions could have a negative impact on our business. High domestic unemployment has contributed to reduced discretionary spending by consumers and slowed or reduced economic activity by businesses in the U.S. and most major global economies compared to 2007 levels. In addition, our business operations tend to be concentrated in large urban areas. Many of our customers are workers who commute by car to their places of employment in these urban centers. Our business could be materially adversely affected to the extent that weak economic conditions or demographic factors have resulted in the elimination of jobs and high unemployment in these large urban areas. In addition, increased unemployment levels, the movement of white-collar jobs from urban centers to suburbs or out of North America entirely, increased office vacancies in urban areas, movement toward home office alternatives or lower consumer spending could reduce consumer demand for our services.

        Adverse changes in economic conditions could also lead to a decline in parking at airports and commercial facilities, including facilities owned by retail operators and hotels. In particular, reductions in parking at leased facilities can lower our profit because a decrease in revenue would be exacerbated by fixed costs that we must pay under our leases.

        If adverse economic conditions reduce discretionary spending, business travel or other economic activity that fuels demand for our services, our earnings could be reduced. Adverse changes in local and national economic conditions could also depress prices for our services or cause clients to cancel their agreements to purchase our services.

We must comply with public and private regulations that may impose significant costs on us.

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of

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hazardous or toxic substances on, under or in such property. These laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. We may be potentially liable for such costs as a result of our operation of parking facilities. Additionally, Central Parking previously owned a large number of real properties and may be liable for such costs as a result of such previous ownership. In addition, from time to time we are involved in environmental issues at certain locations or in connection with our operations. The cost of defending against claims of liability, or remediation of a contaminated property, could have a material adverse effect on our business, financial condition and results of operations. In addition, several state and local laws have been passed in recent years that encourage car pooling and the use of mass transit. Laws and regulations that reduce the number of cars and vehicles being driven could adversely impact our business.

        In connection with certain transportation services provided to our clients, including shuttle bus operations, we provide the vehicles and the drivers to operate these transportation services. The U.S. Department of Transportation and various state agencies exercise broad powers over these transportation services, including, licensing and authorizations, safety and insurance requirements. Our employee drivers must also comply with the safety and fitness regulations promulgated by the Department of Transportation, including those related to drug and alcohol testing and service hours. We may become subject to new and more restrictive federal and state regulations. Compliance with such regulations could hamper our ability to provide qualified drivers and increase our operating costs.

        We are also subject to consumer credit laws and credit card industry rules and regulations relating to the processing of credit card transactions, including the Fair and Accurate Credit Transactions Act and the Payment Card Data Security Standard. This law and these industry rules impose substantial financial penalties for non-compliance.

        In addition, we are subject to laws generally applicable to businesses, including but not limited to federal, state and local regulations relating to wage and hour matters, employee classification, mandatory healthcare benefits, unlawful workplace discrimination and whistle blowing. Any actual or alleged failure to comply with any regulation applicable to our business or any whistle-blowing claim, even if without merit, could result in costly litigation, regulatory action or otherwise harm our business, financial condition and results of operations.

        We collect and remit sales/parking taxes and file tax returns for and on behalf of ourselves and our clients. We are affected by laws and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes and filing of tax returns for ourselves and on behalf of our clients.

The financial difficulties or bankruptcy of one or more of our major clients could adversely affect our results.

        Future revenue and our ability to collect accounts receivable depend, in part, on the financial strength of our clients. We estimate an allowance for accounts we do not consider collectible, and this allowance adversely impacts profitability. In the event that our clients experience financial difficulty, become unable to obtain financing or seek bankruptcy protection, our profitability would be further impacted by our failure to collect accounts receivable in excess of the estimated allowance. Additionally, our future revenue would be reduced by the loss of these clients or by the cancellation of leases or management contracts by clients in bankruptcy.

Additional funds would need to be reserved for future insurance losses if such losses are worse than expected.

        We provide liability and worker's compensation insurance coverage consistent with our obligations to our clients under our various management contracts and leases. We are obligated to reimburse our insurance carriers for each loss incurred in the current policy's year up to the amount of a specified deductible. The per-occurrence deductible for Standard Parking's various liability and workers' compensation policies is $250,000. The per-occurrence deductible (or in some cases self-insured

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retention) for Central Parking's various liability and workers' compensation policies is $250,000, except for the garagekeeper's legal liability policy, which has a $50,000 self-insured retention and a $1 million deductible per occurrence. We also purchase property insurance that provides coverage for loss or damage to our property, and in some cases our clients' property, as well as business interruption coverage for lost operating income and certain associated expenses. The deductible applicable to any given loss under the property insurance policies varies based upon the insured values and the peril that causes the loss. Our financial statements reflect our funding of all such obligations based upon guidance and evaluation received from third-party insurance professionals. There can be no assurance, however, that the ultimate amount of our obligations will not exceed the amount presently funded or accrued, in which case we would need to set aside additional funds to reserve for any such excess. Changes in insurance reserves as a result of periodic evaluations of the liabilities can cause swings in operating results that may not be indicative of the operations of our ongoing business. Additionally, our obligations could increase if we receive a greater number of insurance claims, or if the severity of, or the administrative costs associated with, those claims generally increases. A material increase in insurance costs due to a change in the number or severity of claims, claim costs or premiums paid by us could have a material adverse effect on our operating income.

Labor disputes could lead to loss of revenues or expense variations.

        At December 31, 2011, approximately 31% of Standard Parking's employees were represented by labor unions and approximately 22% of Standard Parking's collective bargaining contracts were up for renewal in 2012, representing approximately 5% of Standard Parking's employees. At September 30, 2011, approximately 30% of Central Parking's employees were represented by labor unions and approximately 30% of Central Parking's collective bargaining contracts were up for renewal in 2012, representing approximately 6% of their employees. In addition, at any given time, we may face a number of union organizing drives.

        When one or more of our major collective bargaining agreements becomes subject to renegotiation or when we face union organizing drives, we may disagree with the union on important issues that, in turn, could lead to a strike, work slowdown or other job actions. There can be no assurance that we will be able to renew existing labor union contracts on acceptable terms. In such cases, there are no assurances that we would be able to staff sufficient employees for our short-term needs. A strike, work slowdown or other job action could in some cases disrupt us from providing services, resulting in reduced revenues. If declines in client service occur or if our clients are targeted for sympathy strikes by other unionized workers, contract cancellations could result. The result of negotiating a first time agreement or renegotiating an existing collective bargaining agreement could result in a substantial increase in labor and benefits expenses that we may be unable to pass through to clients. In addition, potential legislation could make it significantly easier for union organizing drives to be successful and could give third-party arbitrators the ability to impose terms of collective bargaining agreements upon us and a labor union if we are unable to agree with such union on the terms of a collective bargaining agreement.

        In addition, we make contributions to multiemployer benefit plans on behalf of certain employees covered by collective bargaining agreements and could be responsible for paying unfunded liabilities incurred by such benefit plans, which amount could be material.

Natural disasters or acts of terrorism, including cyber terrorism, could disrupt services.

        Storms, earthquakes, drought, floods or other natural disasters or acts of terrorism may result in reduced revenues. Disasters may also cause economic dislocations throughout the country. Acts of cyber terrorism involve the premeditated use of disruptive activities, or the threat thereof, involving computers and/or networks, with the intention to cause harm or further social, ideological, religious, political or similar objectives. The occurrence of acts of cyber terrorism such as website defacement,

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denial of automated payment services, sabotage of our proprietary on-demand technology or the use of electronic social media to disseminate unfounded or otherwise harmful allegations to our reputation, could have a material adverse effect on our business. In addition, terrorist attacks have resulted in, and may continue to result in, increased government regulation of airlines and airport facilities, including imposition of minimum distances between parking facilities and terminals, resulting in the elimination of currently managed parking facilities. We derive a significant percentage of our gross profit from parking facilities and parking related services in and around airports. The Federal Aviation Administration generally prohibits parking within 300 feet of airport terminals during periods of heightened security. While the prohibition is not currently in effect, there can be no assurance that this governmental prohibition will not again be reinstated. The existing regulations governing parking within 300 feet of airport terminals or future regulations may prevent us from using certain parking spaces. Reductions in the number of parking spaces and air travelers may reduce our revenue and cash flow for both our leased facilities and those facilities we operate under management contracts.

State and municipal government clients may sell or enter into long-term leases of parking-related assets to our competitors.

        In order to raise additional revenue, a number of state and municipal governments have either sold or entered into long-term leases of public assets or may be contemplating such transactions. The assets that are the subject of such transactions have included government-owned parking garages located in downtown commercial districts and parking operations at airports. The sale or long-term leasing of such government-owned parking assets to our competitors or clients of our competitors could have a material adverse effect on our business, financial condition and results of operations.

Uncertainty in the credit markets may negatively impact our ability to collect receivables on a timely basis and our cash flow.

        The U.S. and global economies and the financial and credit markets continue to experience slow growth, and there continues to be diminished liquidity and credit availability in certain sectors. In addition, the tightening of credit in financial markets may adversely affect the ability of our clients to obtain financing, which could adversely impact our ability to collect amounts due from such clients or result in a decrease, or cancellation, of our services under our client contracts. Declines in our ability to collect receivables or in the level of client spending could adversely affect the results of our operations and our liquidity.

Our ability to expand our business will be dependent upon the availability of adequate capital.

        The rate of our expansion will depend in part on the availability of adequate capital, which in turn will depend in large part on cash flow generated by our business and the availability of equity and debt capital. In addition, the credit facilities Standard Parking anticipates entering into in conjunction with the merger contain provisions that restrict our ability to incur additional indebtedness and/or make substantial investments or acquisitions. As a result, we cannot assure you that we will be able to finance our current growth strategy.

The sureties for our performance bond program may elect not to provide us with new or renewal performance bonds for any reason.

        As is customary in the industry, a surety provider can refuse to provide a bond principal with new or renewal surety bonds. If any existing or future surety provider refuses to provide us with surety bonds, either generally or because we are unwilling or unable to post collateral at levels sufficient to satisfy the surety's requirements, there can be no assurance that we would be able to find alternate providers on acceptable terms, or at all. Our inability to provide surety bonds could also result in the loss of existing contracts. Failure to find a provider of surety bonds, and our resulting inability to bid

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for new contracts or renew existing contracts, could have a material adverse effect on our business and financial condition.

Federal health care reform legislation may adversely affect our business and results of operations.

        In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law in the U.S. (collectively, the "Health Care Reform Laws"). The Health Care Reform Laws include a large number of health-related provisions that become effective over the next four years, including requiring most individuals to have health insurance and establishing new regulations on health plans. Although the Health Care Reform Laws do not mandate that employers offer health insurance, beginning in 2014, penalties will be assessed on large employers who do not offer health insurance that meets certain affordability or benefit requirements. Providing such additional health insurance benefits to our employees, or the payment of penalties if such coverage is not provided, would increase our expenses. If we are unable to raise the rates we charge our clients to cover this expense, such increases in expense could reduce our operating profit.

        In addition, under the Health Care Reform Laws, employers will have to file a significant amount of additional information with the Internal Revenue Service and will have to develop systems and processes to track requisite information. We will have to modify our current systems, which could increase our general and administrative expense.

We do not maintain insurance coverage for all possible risks.

        We maintain a comprehensive portfolio of insurance policies to help protect us against loss or damage incurred from a wide variety of insurable risks. Each year, we review with our professional insurance advisers whether the insurance policies and associated coverages that we maintain are sufficient to adequately protect us from the various types of risk to which we are exposed in the ordinary course of business. That analysis takes into account various pertinent factors such as the likelihood that we would incur a material loss from any given risk, as well as the cost of obtaining insurance coverage against any such risk. While we believe that we maintain a comprehensive portfolio of insurance that is consistent with customary business practices and adequately protects us from the risks that we typically face in the ordinary course of business, there can be no assurance that we may not sustain a material loss for which we do not maintain any, or adequate, insurance coverage.

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STANDARD PARKING SPECIAL MEETING

        We are furnishing this proxy statement to our stockholders as part of the solicitation of proxies by our Board for use at the special meeting of stockholders to be held on September 11, 2012, and at any adjournment, postponement or continuation thereof. This document is first being furnished to our stockholders on or about August 6, 2012.

Date, Time and Place

        The special meeting of our stockholders will be held at The Talbott Hotel, located at 20 East Delaware Place, Chicago, Illinois 60611 on September 11, 2012 at 8:30 a.m. local time.

Purpose of the Special Meeting

        At the special meeting, our stockholders will be asked to approve the issuance of up to 6,161,334 shares of our common stock in exchange for 100% of the outstanding shares of KCPC. In addition, you are also being asked to approve any adjournment of the special meeting, if necessary or appropriate, for the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to constitute a quorum or approve the issuance of shares of our common stock.

        We are seeking stockholder approval of the issuance of shares of our common stock in connection with the proposed merger to satisfy NASDAQ Listing Rule 5635(a), which requires stockholder approval prior to the issuance of securities in connection with the acquisition of stock or assets of another company if the issuance would constitute more than 20% of the total number of shares of common stock outstanding before the issuance. If the merger is completed, we will issue up to 6,161,334 shares of our common stock to the stockholders of KCPC, which represents approximately 39% of the total number of shares of our common stock issued and outstanding immediately prior to the signing of the merger agreement and approximately 28% of the total number of shares of our common stock issued and outstanding immediately following the consummation of the merger and the related issuance of stock. In addition, the merger may be considered a change of control due to, among other things, the addition of three new directors to our Board who are designated for appointment by a representative of KCPC's stockholders and the issuance of over 20% of our common stock in connection with the merger to parties that could be considered an affiliated group (namely, the stockholders of KCPC). Accordingly, we are also seeking stockholder approval to satisfy NASDAQ Listing Rule 5635(b), which requires stockholder approval prior to the issuance of securities in connection with a change of control.

        We do not expect a vote to be taken on any other matters at the special meeting. If any other matters are properly presented at the special meeting for consideration, however, the holders of the proxies, if properly authorized, will have discretion to vote on these matters in accordance with their judgment.

Record Date; Shares of Common Stock Outstanding and Entitled to Vote

        The record date for the special meeting is July 19, 2012. If you were a stockholder of record of our common stock at the close of business on the record date, you are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. At the close of business on the record date, 15,668,128 shares of our common stock were outstanding and entitled to vote. Stockholders are entitled to one vote on each matter submitted to stockholders at the special meeting for each share of our common stock held as of the record date.

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Vote Required

        The proposal to approve the issuance of our common stock in connection with the merger must be approved by the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter (provided that a quorum is present in person or by proxy at the special meeting). A properly executed proxy marked "Abstain" with respect to such matter will be counted for purposes of determining whether there is a quorum and will have the effect of a vote AGAINST the issuance of our common stock in connection with the proposed merger.

        The approval of the adjournment of the special meeting, if necessary and appropriate, for the solicitation of additional proxies also requires the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter; provided, however, that if less than a quorum is present in person or by proxy at said special meeting, then the holders of shares having a majority of the voting power of all shares so represented may adjourn the special meeting. In both instances, a properly executed proxy marked "Abstain" with respect to such matter will be counted for purposes of determining whether there is a quorum and will have the effect of a vote AGAINST the adjournment of the special meeting.

Quorum

        A quorum of stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the meeting is necessary to constitute a quorum at the meeting.

Voting Your Shares

        You may vote your shares by voting in person at the special meeting or by submitting a completed proxy. By submitting your proxy, you are legally authorizing another person to vote your shares. The proxy designates James Wilhelm, our Chief Executive Officer, and Robert Sacks, our Executive Vice President, General Counsel and Secretary, to vote your shares in accordance with the voting instructions you indicate in your proxy.

        If you submit your proxy designating James Wilhelm and Robert Sacks as the individuals authorized to vote your shares, but you do not indicate how your shares are to be voted, then your shares will be voted by those individuals in accordance with our Board's recommendations, which are described in this proxy statement. In addition, if any other matters are properly brought up at the special meeting (other than the proposals contained in this proxy statement), then James Wilhelm and Robert Sacks will have the authority to vote your shares on those matters in accordance with their discretion and judgment. Our Board currently does not know of any matters to be raised at the special meeting other than the proposals contained in this proxy statement.

        There are three ways to vote by proxy:

    By Telephone—by calling the toll free telephone number (866) 894-0537;

    By Internet—by visiting www.cstproxyvote.com and following the on-screen instructions; or

    By Mail—by marking, signing and dating your proxy card and returning it to us in the envelope provided.

        In order for your proxy to be validly submitted and for your shares to be voted in accordance with your proxy, we must receive your mailed proxy prior to the start of the special meeting. Additionally, telephone and Internet voting for stockholders will close at 7 p.m. Eastern time, on September 10, 2012.

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        You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke a proxy, you must either (1) deliver written notice of such revocation to our Secretary prior to the special meeting, (2) submit a telephone vote, an Internet vote or a properly executed proxy card bearing a later date than the date of the proxy you wish to revoke or (3) attend the special meeting and vote your shares in person. Attendance at the special meeting will not revoke a proxy unless you actually vote in person at the meeting.

        Your vote is very important to us. Even if you plan to attend the special meeting, we encourage you to read this proxy statement and the documents incorporated by reference in this proxy statement and submit your vote promptly so that your shares will be represented and voted in accordance with your instructions. Voting by telephone, over the Internet or by proxy card will not prevent you from voting in person, but will ensure that your vote is counted, if, for whatever reason, you are unable to attend the special meeting.

        If your shares are not registered in your name but in the "street name" of a bank, broker or other institution, then your name will not appear in our register of stockholders. Those shares are held in the name of your bank, broker or other institution, on your behalf, and your bank, broker or other institution will be entitled to vote your shares. In such event, in order for you to attend the special meeting, you must bring a letter or account statement showing that you beneficially own the shares held by the bank, broker or other institution. Note that even if you attend the special meeting, you cannot vote the shares that are held by your bank, broker or other institution. Rather, you should instruct your bank, broker or other institution how to vote those shares on your behalf.

Broker Non-Votes

        Brokers holding shares of stock for beneficial owners have the authority to vote on certain "routine" matters, in their discretion, in the event they have not received instructions from the beneficial owners. However, when a proposal is not a "routine" matter and a broker has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the broker may not vote the shares for that proposal. A "broker non-vote" occurs when a broker holding shares for a beneficial owner signs and returns a proxy with respect to those shares of stock held in a fiduciary capacity, but does not vote on a particular matter because the broker does not have discretionary voting power with respect to that matter and has not received instructions from the beneficial owner.

        The approval of the Stock Issuance and the approval of the adjournment of the special meeting are not considered "routine" matters. Accordingly, if you do not provide voting instructions to your broker with respect to the proposal to approve the Stock Issuance or the proposal to adjourn the special meeting, the broker may not exercise discretion and is prohibited from giving a proxy to vote your shares with respect to those proposals. Shares reflected as "broker non-votes" will be included for purposes of determining whether a quorum is present at the special meeting, but will have no effect on the proposal to approve the Stock Issuance. Similarly, if a quorum is present at the special meeting, a "broker non-vote" will have no effect on the approval to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. However, if a quorum is not present at the special meeting, a "broker non-vote" would have the effect of a vote AGAINST the proposal to adjourn the special meeting.

Proxy Solicitation Costs

        We will bear the costs of soliciting proxies from the holders of our common stock. In addition to the solicitation of proxies by mail, solicitation may be made by certain of our directors, officers and selected other employees telephonically, electronically or by other means of communication. Directors, officers and employees who help us in the solicitation will not be specially compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the

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solicitation. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners.

        We have engaged Morrow & Co., LLC to assist in the solicitation of proxies for the special meeting and will pay Morrow & Co., LLC a fee of approximately $11,000, plus reimbursement of out-of-pocket expenses. The address of Morrow & Co., LLC is 470 West Avenue, Stamford, CT 06902.

Recommendation of our Board

        AFTER CAREFUL CONSIDERATION, OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO AUTHORIZE THE ISSUANCE OF SHARES OF OUR COMMON STOCK IN CONNECTION WITH THE PROPOSED MERGER AND FOR THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.

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THE MERGER

        At the Standard Parking special meeting, our stockholders will be asked to consider and vote upon a proposal to approve the issuance of up to 6,161,334 shares of our common stock in connection with the proposed merger with Central Parking. Set forth below in this section, and in the section entitled "The Merger Agreement" beginning on page 72, is a discussion of the proposed merger, including a description of the terms and conditions of the merger agreement. You should review these sections carefully in connection with your consideration of the proposal.


General Description of the Merger

        On February 28, 2012, Standard Parking, KCPC, Merger Sub and Kohlberg CPC Rep, L.L.C., in its capacity as the Stockholders' Representative, entered into the Agreement and Plan of Merger, providing for the merger of Merger Sub with and into KCPC, with KCPC surviving as a wholly-owned subsidiary of Standard Parking.

        Pursuant to the merger agreement, and subject to the terms and conditions thereof, at the effective time of the merger, the stockholders of KCPC will, in aggregate, be entitled to receive 6,161,334 shares of our common stock, subject to reduction under specified circumstances as provided in the merger agreement. In addition, each common stockholder of KCPC will be entitled to receive a pro rata portion of $27 million of total cash consideration (subject to adjustment as provided in the merger agreement) to be paid on the third anniversary of the closing of the merger, to the extent not used to satisfy the indemnification obligations of KCPC's stockholders that may arise under the merger agreement.

        The exchange ratio will not be adjusted for changes in the market price of our common stock between the date of signing the merger agreement and completion of the merger (unless the arithmetic average of the volume-weighted average per share price of our common stock of each of the 20 consecutive trading days immediately preceding the third trading day prior to the closing date exceeds $24.27). Therefore, changes in the price of our common stock prior to the closing date of the merger will affect the value of the consideration we pay to KCPC's stockholders on the closing date of the merger. For example, based on the range of closing prices of our common stock during the period from February 28, 2012, the last trading day before public announcement of the merger, through August 2, 2012, the latest practicable trading date before the date of this proxy statement, the exchange ratio represented a value ranging from a high of $22.49 to a low of $17.54 for each share of KCPC common stock.

        The total value of the stock consideration is effectively capped at $149,535,576, however, because the number of shares of our common stock to be issued as consideration in the merger would be reduced in proportion to the amount that the arithmetic average of the volume-weighted average per share price of our common stock on each of the 20 consecutive trading days immediately preceding the third trading day prior to the closing of the merger exceeded $24.27. In addition, both Standard Parking and KCPC may terminate the merger agreement, in the event the volume-weighted average per share price of our common stock is below $11.69 for a period of ten consecutive trading days, on at least five business days' notice sent no later than ten business days prior to our special meeting.

        The merger agreement contains customary representations, warranties and covenants of Standard Parking and KCPC, including, among others, covenants of each of Standard Parking and KCPC not to engage in certain significant actions without the prior written consent of the other party (e.g., declaring dividends and incurring additional indebtedness).

        Pursuant to the merger agreement, KCPC's stockholders have agreed to indemnify us for a number of items, including, among others, adverse consequences resulting from breaches of representations, warranties and covenants and various identified liabilities. These indemnification

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obligations are in certain cases limited to claims that, in the aggregate, exceed a deductible amount of $1.5 million and, in the aggregate, do not exceed a cap amount of $27 million. Similarly, we have agreed to indemnify KCPC's stockholders for certain adverse consequences resulting from breaches of representations, warranties and covenants by us. These indemnification obligations are in certain cases limited to claims that, in the aggregate, exceed a deductible amount of $1.5 million and, in the aggregate, do not exceed a cap amount of $15 million.

        Additionally, the merger agreement provides that, immediately after the closing of the merger, we will increase the size of our Board from five to eight members and will appoint individuals designated by the representative of KCPC's stockholders to fill those vacancies. Following the merger, the representative of KCPC's stockholders will continue to have the right to designate the following number of members to our Board, subject to limitations imposed by the NASDAQ Marketplace Rules:

    three, so long as the former stockholders of KCPC collectively own greater than or equal to 5,444,678 shares of our common stock;

    two, so long as the former stockholders of KCPC collectively own greater than or equal to 4,355,742 shares of our common stock and less than 5,444,678 shares of our common stock;

    one, so long as the former stockholders of KCPC collectively own greater than or equal to 2,177,871 shares of our common stock and less than 4,355,742 shares of our common stock; and

    none if the former stockholders of KCPC collectively own less than 2,177,871 shares of our common stock.

        Each such designee (1) is required to furnish a completed director and officer questionnaire with respect to the background and qualifications of such designee, (2) is subject to a background check in a manner consistent with background checks customarily engaged in by us for prospective new members of our Board, (3) must make himself or herself available for interviews by our Board, (4) must qualify as an independent director under our corporate governance policies and the NASDAQ Marketplace Rules and (5) may be denied appointment if our Board determines in good faith, after consideration by the Nominating and Governance Committee of our Board and consultation with outside legal counsel, that such individuals' appointment would constitute a breach of its fiduciary duties.

        The representative of KCPC's stockholders has designated Gordon Woodward, a current member of the boards of directors of KCPC and Central Parking Corporation and the current Chief Investment Officer of Kohlberg & Co., L.L.C., an affiliate of certain of KCPC's stockholders; Jonathan Ward, the current chairman of the boards of directors of KCPC and Central Parking Corporation and Operating Partner of Kohlberg & Co., L.L.C.; and Paul Halpern, a current member of the boards of directors of KCPC and Central Parking Corporation and the current Chief Investment Officer of Versa Capital Management, LLC, an affiliate of certain of KCPC's stockholders, for appointment to our Board, and our Board, upon the recommendation of its Nominating and Governance Committee, has appointed Messrs. Woodward, Ward and Halpern to our Board subject to, and effective immediately following, the consummation of the merger.

        The merger agreement and the other transactions contemplated by the merger agreement have been approved by each of our Board, the board of directors of KCPC and the stockholders of KCPC. Our stockholders must approve the issuance of shares of our common stock in connection with the merger to satisfy NASDAQ Listing Rule 5635(a), which requires stockholder approval prior to the issuance of securities in connection with the acquisition of stock or assets of another company if the issuance would constitute more than 20% of the total number of shares of common stock outstanding before the issuance. If the merger is completed, we will issue up to 6,161,334 shares of our common stock to the stockholders of KCPC, which represents approximately 39% of the total number of shares of our common stock issued and outstanding immediately prior to the signing of the merger agreement and also represents 28.2% of our common stock based on 15,668,128 shares of our common stock

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issued and outstanding as of August 2, 2012 and 27.9% of our common stock on a diluted basis (in other words, giving effect not only to the number of outstanding shares of common stock, but also the value, in terms of a number of shares of common stock, of the outstanding "in-the-money" options and restricted stock awards), in each case, immediately following the consummation of the merger and the related issuance of stock. In addition, the merger may be considered a change of control due to, among other things, the addition of three new directors to our Board who are designated for appointment by a representative of KCPC's stockholders and the issuance of over 20% of our common stock in connection with the merger to parties that could be considered an affiliated group (namely, the stockholders of KCPC). Accordingly, we are also seeking stockholder approval to satisfy NASDAQ Listing Rule 5635(b), which requires stockholder approval prior to the issuance of securities in connection with a change of control.

        In addition to obtaining the approval of our stockholders as described above, the consummation of the merger is subject to various closing conditions, including, among others, antitrust clearance and the consummation of the financing as discussed below.

        The merger agreement also contains certain termination rights for both Standard Parking and KCPC. If either party terminates the merger agreement because the arithmetic average of the volume average weighted price of shares of our common stock for a period of ten consecutive trading days falls below $11.69, the terminating party will be required to reimburse the other party for its fees and expenses in an amount not to exceed $6 million. Furthermore, we will be required to reimburse KCPC for its fees and expenses in an amount not to exceed $6 million if either party terminates the merger agreement because our stockholders do not approve the Stock Issuance. Additionally, we will be required to pay KCPC $7.5 million if KCPC terminates the merger agreement as a result of our Board changing its recommendation that our stockholders vote to approve the Stock Issuance.

        See the section below entitled "The Merger Agreement" beginning on page 72 for more information about the merger agreement.

        At the same time we executed the merger agreement, we also entered into closing agreements with certain stockholders of KCPC representing a substantial majority of the outstanding shares of KCPC. Under the closing agreements, the applicable stockholders of KCPC have agreed, among other things, for a three year period following the closing of the merger, to vote their shares of our common stock in accordance with the recommendation of our Board or, in specified cases, in proportion to the votes made by our stockholders. Additionally, the closing agreements provide that the applicable stockholders of KCPC will be subject to a four-year "standstill period" following the closing of the merger, during which each such stockholder of KCPC will not, among other things, (1) acquire any additional voting securities of Standard Parking, (2) seek or propose a merger, acquisition, tender offer or other extraordinary transaction with respect to Standard Parking, (3) call a meeting of our stockholders or initiate a stockholder proposal, or (4) form a "group" with any person with respect to the acquisition or voting of our voting securities. The closing agreements also impose certain restrictive covenants on some of the stockholders of KCPC following the closing of the merger, including, among others, (1) non-compete covenants, (2) non-solicitation covenants, (3) confidentiality obligations and (4) non-disparagement requirements. The other stockholders of KCPC will also be required to execute closing agreements in connection with the closing of the merger; however, such agreements will not contain some of the foregoing restrictions. See the section below entitled "The Closing Agreements" beginning on page 90 for more information about the closing agreements.

        The merger agreement provides that, on the closing date of the merger, we will enter into a registration rights agreement with the stockholders of KCPC which will require us to file a shelf registration statement, registering for public sale by the former stockholders of KCPC the shares of our common stock acquired by them in the merger. The registration rights agreement will also provide the former stockholders of KCPC with piggyback registration rights with respect to underwritten public

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offerings that we may effect for our own account or for the benefit of other selling stockholders. Former stockholders of KCPC will also have the right to demand up to four underwritten public offerings of the shares of our common stock acquired by such stockholders in the merger. Such demand registrations may not be requested prior to the first anniversary of the closing of the merger and no more than one demand may be made during any six month period. See the section below entitled "Registration Rights Agreement" beginning on page 94 for more information about the registration rights agreement.

        As soon as practicable after satisfaction or waiver, to the extent permitted in the merger agreement, of all of the conditions to the merger, KCPC and Merger Sub will file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware law in connection with the merger. At the effective time, Merger Sub will merge with and into KCPC, and KCPC will be the surviving company in the merger and will become our wholly-owned subsidiary.

        We anticipate total merger and integration costs of approximately $39 million. Approximately $8 million is expected for transaction costs, $22 million for synergy planning and integration costs and $9 million for financing costs. Approximately $9 million of the total anticipated costs had been incurred as of May 31, 2012. The merger is currently anticipated to close prior to September 30, 2012.


The Companies

Standard Parking Corporation

        Standard Parking is a leading national provider of parking facility management, ground transportation and other ancillary services. With approximately 12,000 employees, Standard Parking manages approximately 2,200 facilities, containing over 1.2 million parking spaces in hundreds of cities across North America, including parking-related and shuttle bus operations serving more than 60 airports. We maintain our principal executive offices at 900 North Michigan Avenue, Suite 1600, Chicago, Illinois 60611-1542. Our telephone number is (888) 700-7275.

Hermitage Merger Sub, Inc.

        Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Standard Parking. Merger Sub was incorporated on February 23, 2012, solely for the purpose of effecting the merger with KCPC. It has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

KCPC Holdings, Inc.

        KCPC is a holding company and the ultimate parent of Central Parking Corporation. Central Parking is a national leader in parking management serving large and small property owners, infrastructure funds and governmental clients to maximize service, revenue and value creation. With operations in 38 states, the District of Columbia and Puerto Rico, Central Parking's locations include: mixed-use developments, office buildings, hotels, stadiums and arenas, airports, hospitals, universities, municipalities and toll roads. In addition, through its USA Parking subsidiary, Central Parking provides valet services throughout the nation. Central Parking operates approximately 2,250 locations and over one million parking spaces under many brands, including Central Parking System, CPS Parking, New South Parking and USA Parking. KCPC is primarily owned by affiliates of Kohlberg & Company, L.L.C., Lubert-Adler Partners, L.P. and Versa Capital Management, LLC. The principal executive offices of Central Parking are located at 2401 21st Avenue South, Nashville, Tennessee 37212. Central Parking's telephone number is (615) 297-4255.

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Background of the Merger

        Our Board and management periodically review and evaluate potential strategic opportunities to enhance stockholder value.

        In January 2011, James Marcum, the Chief Executive Officer of KCPC, and James Wilhelm, our Chief Executive Officer, met to discuss business unrelated to the proposed merger. During the course of the discussion, Messrs. Marcum and Wilhelm discovered that they shared a vision on the future of the parking industry. Messrs. Wilhelm and Marcum met several times in January 2011 to discuss a possible business transaction which would involve combining Standard Parking and Central Parking.

        On February 5, 2011, our Board held a meeting at which our Board discussed a possible transaction with Central Parking. Marc Baumann, our Chief Financial Officer and Treasurer, and Robert Sacks, our Executive Vice President, General Counsel and Secretary, were present at this and all meetings of our Board discussed in this background of the merger section at the request of our Board. At the meeting, Mr. Wilhelm provided our Board with an overview of the previously described discussions with Mr. Marcum. Based on the information presented to our Board, our Board indicated that they endorsed the idea of continuing preliminary discussions with Central Parking. In addition, our Board authorized the engagement of BofA Merrill Lynch to act as our financial advisor in connection with the discussions with Central Parking.

        On February 17, 2011, Mr. Wilhelm and Robert Roath, the Chairman of our Board, held a teleconference with representatives of Central Parking to discuss a potential business transaction between the entities. The discussions focused on Central Parking's capital structure and real estate portfolio.

        On February 22, 2011, we entered into a confidentiality agreement with Central Parking providing for a 30-day exclusivity period.

        On March 3, 2011, our Board held a meeting at which our Board discussed the status of the possible business transaction with Central Parking. Messrs. Wilhelm and Roath reported on their February 17, 2011 teleconference, and our Board discussed, among other things, deal structure, issues discovered during preliminary diligence and valuation methodologies.

        On March 8, 2011, Mr. Wilhelm and Mr. Baumann, together with representatives of BofA Merrill Lynch, met with Gordon Woodward, a member of the board of directors of KCPC and Chief Investment Officer of Kohlberg & Company L.L.C., and other representatives of Central Parking. Mr. Wilhelm informed the group that, based on his limited information, especially the 2010 EBITDA reconciliation and 2011 projections, Standard Parking's estimate of the enterprise value of Central Parking equated to an approximate 23% to 30% equity interest in a combined entity. Mr. Woodward, acting as a representative of the investors of Central Parking, explained that his valuation of Central Parking equated to an approximate 50% equity interest in the combined company. Although the valuation discrepancy was great and discussions between the parties ceased for a time following this discussion, our management continued to evaluate the potential transaction.

        On March 10, 2011, our Board held a special meeting at which our Board discussed the status of the potential transaction with Central Parking. Mr. Wilhelm also reported on the March 8, 2011 meeting discussed above.

        On April 15, 2011, Mr. Baumann met with Lucinda Baier, Chief Financial Officer of KCPC, and Seth Hollander, a member of the board of directors of KCPC and partner at Kohlberg & Company, L.L.C., to discuss valuation-related matters.

        On April 28 and 29, 2011, our Board held meetings at which the status of the potential transaction with Central Parking was discussed. Our Board also discussed whether debt financing would be necessary to fund the transaction.

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        On May 30, 2011, Mr. Woodward contacted Mr. Wilhelm and expressed Central Parking's continued interest in a business combination transaction between Central Parking and Standard Parking. Following that discussion, on June 3, 2011, Central Parking provided Standard Parking with an initial merger proposal. In the letter, Central Parking proposed a merger transaction between the two companies that would result in KCPC's stockholders owning 40% of Standard Parking's common stock following the closing of the transaction. The letter also outlined certain synergies and cost-savings mechanisms that Central Parking envisioned would result from the proposed merger.

        On June 16, 2011, Messrs. Wilhelm and Woodward held a teleconference to discuss Central Parking's initial merger proposal.

        Also on June 16, 2011, at a special meeting of our Board, our Board reviewed Central Parking's merger proposal contained in the June 3, 2011 letter. Mr. Baumann discussed Central Parking's valuation rationale.

        On June 22, 2011, our Board held a meeting at which Mr. Wilhelm provided an update on the status of discussions with Central Parking. Our Board discussed with our management and financial advisor projections for Central Parking prepared by our management that were lower than those projections provided by Central Parking. Mr. Baumann noted that the difference may be resolved by taking into account lease "burn-offs" and including an earnout component to any deal structure. Our Board also discussed how the transaction could create stockholder value by increasing our annual growth rate.

        Throughout July, August and September 2011, our management had a number of discussions with Mr. Woodward and other representatives of Central Parking and its stockholders regarding the potential merger transaction. During this same period, Standard Parking and Central Parking, and their respective representatives and advisors, conducted preliminary due diligence on the other party.

        On July 14, 2011, Messrs. Wilhelm and Baumann of Standard Parking and Mr. Marcum and Ms. Baier of Central Parking met to discuss the proposed transaction.

        On July 21, 2011, our Board met to discuss management's preliminary proposal regarding the merger with Central Parking. The contemplated deal structure would entitle Central Parking to a 30% ownership interest in Standard Parking at the closing of the transaction with the opportunity to earn an additional 10% in ownership interest. Our Board also discussed expectations and strategy for future meetings with representatives of Central Parking.

        On July 22, 2011, Messrs. Woodward, Hollander and Marcum and Ms. Baier, together with certain other representatives of Central Parking, met with our Board to discuss the proposed transaction.

        On August 2, 2011, the Audit Committee of our Board held a meeting at which Mr. Baumann updated the committee on the status of discussions with Central Parking. The committee also discussed the proposed time-line and the focus of proposed diligence to be conducted. The committee unanimously approved the retention of a professional services firm to undertake and perform certain due diligence and advisory services in connection with the contemplated transaction with Central Parking.

        In early September 2011, we asked Katten Muchin Rosenman LLP, our outside legal counsel, to prepare a letter of intent regarding the proposed merger. The initial letter of intent was reviewed and discussed by our Board at a meeting held on September 8, 2011. At the meeting, our Board discussed a number of open diligence points, including several potential liabilities and cost-savings mechanisms of Central Parking. Finally, our Board discussed potential funding sources for the transaction.

        On September 19, 2011, the Audit Committee of our Board held a meeting to discuss the results of preliminary diligence efforts. Mr. Baumann reported that additional work would be required to

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verify the adjusted EBITDA reported by Central Parking. The committee adopted resolutions approving a second phase of diligence.

        During September 2011, we negotiated the terms of a letter of intent with Central Parking.

        On October 6, 2011, we entered into a non-binding letter of intent with Central Parking. The letter of intent provided for consideration equal to 30% of the diluted common shares of Standard Parking outstanding immediately after giving effect to the merger. In addition, KCPC's stockholders would have the opportunity to increase the aggregate ownership percentage by up to 10% of the diluted common shares of Standard Parking outstanding immediately after giving effect to the merger based upon the expiration of lease contracts operating at a loss. The letter of intent also provided for the expansion of our Board from five to eight directors, with up to three directors being designated for appointment by the representative of the KCPC stockholders. The letter of intent addressed a number of additional deal points, including indemnification obligations of the stockholders of KCPC, closing conditions, the sale of KCPC's interest in, or all of the assets and liabilities of, CPC PropCo, LLC and its subsidiaries relating to owned real property (collectively, "CPC PropCo"), registration rights to be provided to the stockholders of KCPC, financing of the transaction and termination fees.

        On October 19, 2011, our Board held a special telephonic meeting. Our Board discussed the status of the transaction, and Mr. Baumann provided our Board with an update on the status of financing discussions.

        On November 11, 2011, the Audit Committee of our Board held a meeting. The committee discussed the possible timetable for the Central Parking transaction. The committee also discussed the status and timing of potential bank financing to be arranged in connection with the Central Parking transaction.

        On November 18, 2011, representatives from Standard Parking, Central Parking and Booz & Company, our integration advisor (which has analyzed potential short-term and long-term synergies that could result from the merger and has advised Standard Parking regarding integration planning, including steps to realize synergies and cost savings following the closing of the merger), met for a field organization and synergy workshop.

        On December 6 and 7, 2011, our Board held a series of meetings to discuss the status of negotiations with Central Parking and to review diligence findings. In addition, at the meeting, Katten Muchin Rosenman LLP, BofA Merrill Lynch and Booz & Company discussed with our Board various matters relating to the proposed transaction. Based on further discussion, our Board determined that the valuation reflected in the letter of intent did not appropriately reflect management's assessment of the value of Central Parking and that the transaction could not proceed unless the consideration to be paid was decreased to reflect our Board's assessment of the value of Central Parking. It was decided that Mr. Wilhelm would contact representatives of Central Parking with a revised valuation and to discuss the other major open deal points, including matters relating to Central Parking's 2011 audited financial statements, the sale of Central Parking's interest in, or all of the assets and liabilities of, CPC PropCo, structural repair obligations and lease accounting.

        On December 12, 2011, Messrs. Wilhelm and Baumann met with Messrs. Woodward and Hollander in New York to provide an updated valuation of Central Parking. On December 20, 2011, Central Parking provided us with a letter outlining Central Parking's proposed revised deal points, including consideration to be paid in the merger.

        On January 4, 2012, we sent Central Parking a letter in response to their letter dated December 20, 2011 indicating our willingness to continue pursuing the merger transaction.

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        On January 12, 2012, Mr. Baumann, together with other representatives and advisors of Standard Parking, met with Ms. Baier and Mr. Hollander on behalf of Central Parking. The parties discussed a number of financial matters, the PropCo Sales (as defined below) and next steps for the transaction.

        On January 22, 2012, our Board held a meeting. Representatives of management, Booz & Company and BofA Merrill Lynch were present at the request of our Board. Our Board discussed with management and BofA Merrill Lynch Central Parking's 2011 results and 2012 projections, and discussed with management and Booz & Company the stability of Central Parking's business and synergies that could be achieved in the contemplated transaction.

        On January 24, 2012, Mr. Wilhelm met with representatives of Central Parking to negotiate final deal points.

        Beginning in late January 2012 and throughout February 2012, representatives and advisors of Standard Parking and Central Parking met several times to discuss the revised valuation and related consideration to be paid in the transaction, the merger agreement and other outstanding transaction matters.

        On February 26, 2012, our Board held a meeting at which our Board reviewed the proposed terms and financial aspects of the merger. The meeting began with an overview of the transaction, including a discussion of the background of the transaction, a brief summary of the history of negotiations and a review of the proposed synergies and benefits of the transaction. Our Board then reviewed the terms of the primary transaction documents and outstanding issues. BofA Merrill Lynch reviewed with our Board certain financial aspects of the proposed transaction. Our Board also discussed antitrust filing matters, financing of the transaction and a proposed communication plan.

        On February 28, 2012, our Board held a meeting at which our Board reviewed the proposed final terms and financial aspects of the merger. Prior to the meeting, our Board was furnished with written summaries of the principal terms of the primary merger documents, with the proposed final drafts of all such documents and with a description of the resolution of terms that were open as of the February 26th meeting. Also at this meeting, BofA Merrill Lynch reviewed with our Board its financial analyses of the consideration payable by Standard Parking in the merger and delivered to our Board an oral opinion, confirmed by delivery of a written opinion dated February 28, 2012, to the effect that, as of that date and based on and subject to various assumptions and limitations described in the opinion, the consideration to be paid by Standard Parking in the merger was fair, from a financial point of view, to Standard Parking. After discussion and deliberation based upon the information considered during its evaluation of the proposed merger, our Board, by unanimous vote, determined that the merger agreement and related transaction documents and the transactions contemplated thereby are advisable and in the best interests of Standard Parking and determined to recommend that the stockholders of Standard Parking approve the Stock Issuance.

        On February 28, 2012, Standard Parking entered into the Agreement and Plan of Merger with Central Parking.


Board Recommendation

        Our Board has unanimously adopted and approved the merger agreement and believes that our merger with Central Parking pursuant to the terms of the merger agreement, including the proposed issuance of up to 6,161,334 shares of our common stock in connection with the merger, is in our best interest and in our stockholders' best interests. Accordingly, our Board recommends that you vote FOR the proposal to authorize the issuance of shares of our common stock in connection with the proposed merger and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

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Reasons for the Merger

        As described above in the section entitled "The Merger—Background of the Merger," our Board, in evaluating the merger, the merger agreement and the related Stock Issuance, consulted with our management and legal and financial advisors, and, in reaching its decision to approve the merger and the merger agreement, our Board discussed and considered a variety of factors weighing positively in favor of the merger, including but not limited to, the following:

        Strategic Benefits.    Our Board considered management's belief that our merger with Central Parking would result in a combined company founded on a significantly broader scope and scale of operations than we have on a standalone basis. In this regard, our Board took into account management's belief that the merger would result in a combined company offering a broader range of services, with greater quality and cost effectiveness, than either company on a stand-alone basis, which we believe will enable us to become a vendor of choice for outsourced parking facility management, maintenance, ground transportation and security services. More specifically, our Board took into account management's belief that the merger would result in the following anticipated benefits, among others:

    effectively double our location footprint by adding more than 2,200 locations and approximately one million parking spaces to our portfolio; following the merger we expect to have more than 4,400 parking facilities containing approximately 2.2 million parking spaces in hundreds of cities;

    promote revenue growth by enabling us to sell our current products and services, such as our SP Plus® transportation, maintenance and security service lines, and our Click and Park® and Click and Ride™ online reservation tools to potentially 2,200 new locations;

    strengthen our ability to serve our customers and clients by integrating Central Parking's customer-facing products and services, such as its centralized customer service centers, direct-to-consumer marketing programs, various web-based applications (including iPhone and Android apps) and enhanced technology applications such as those used by its Focus Point remote management division, as well as its USA Parking valet expertise;

    allow us to take advantage of scale efficiencies by consolidating back-office processes and eliminating duplicate infrastructure (while reducing the combined headcount by less than 2%) and to leverage increased purchasing volume, which are collectively expected to (1) generate net annual run-rate cost synergies of at least $20 million by the end of the second year after the closing of the merger, with $5 million of cost synergies expected to be realized during the first 12 months, and (2) enable us to expand our client base and grow the business from a lower cost platform;

    create a combined company that generates free cash flow, enabling us to make additional investments in parking-related technology to accelerate development of new products and services that further improves our customers' parking experience and drives client value;

    enable the sharing of complementary capabilities, particularly technology, including Central Parking's customer-driven and our client-focused strategies, allowing the combined company to leverage customer information and technology to deliver services to our customers more effectively and better understand customer preferences while also providing client-focused services, such as:

    automated and web-based transportation, security, maintenance, parking enforcement and meter collection products and services;

    Customer relationship management systems (a technology model for managing interaction with customers, clients and sales prospects) and the capability to capture parking data on a large scale; and

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      enhanced property management technology, including electronic marketing services, billing systems and automated reporting; and

      bolster our ability to build upon existing relationships with, and attract, employees, clients and customers.

        Furthermore, our Board considered management's belief that, given the favorable strategic fit, the potential cost synergies and the deal price, the merger is expected to be accretive to our earnings per share within three years after the closing of the merger.

        Central Parking's Businesses, Operating Results, Financial Condition and Management.    Our Board considered information with respect to the businesses, operating results and financial condition of Central Parking, on both a historical and prospective basis, and the quality, breadth and experience of Central Parking's senior management. Our Board considered the following factors, among others:

    Central Parking's operating resources, consumer-facing technologies, innovative product portfolio and skilled employee and management base, which we believe enables it to compete effectively;

    our belief that Central Parking has undergone a significant transformation since its 2007 acquisition by affiliates of Kohlberg & Company, L.L.C., Lubert-Adler Partners, L.P. and Versa Capital Management, LLC, by (1) divesting its material owned real estate and its international parking operations, (2) strengthening its senior management team, including a new chief executive officer, chief financial officer and several other senior executives, (3) focusing on customer experience improvements, (4) centralizing back-office functions and (5) investing substantially in technology, including parking revenue equipment and remote facility monitoring capabilities;

    Central Parking's renewal rates;

    our belief in the strength of Central Parking's senior management team, including that of James Marcum, who is Central Parking's President and Chief Executive Officer and is expected to become our Chief Operating Officer upon the completion of the merger, and the insight they have gained from a focus on the development and integration of advanced customer-centric products and technologies;

    Central Parking's market presence in locations across the country, which we believe would complement our current operations; and

    our belief that Central Parking shares our strategic vision concerning the importance of delivering effective customer service, pursuing revenue expansion through product innovation, penetration of existing markets and addition of new markets, and supplementing internal growth with a disciplined acquisition program.

        Merger Consideration.    Our Board evaluated the merger consideration taking into account its total value. In doing so, our Board considered the fact that the merger consideration represents a multiple of 10.4 times Central Parking's Adjusted EBITDA (as defined below) for its fiscal year ended September 30, 2011, and 6.5 times its Adjusted EBITDA, plus $20 million in anticipated net annual run-rate cost synergies, with the adjustments to net income for PropCo, restructuring charges, estimated full year effect of centralization, sponsor fees, non-cash property related losses, other non-cash items affecting earnings and stock based compensation meant to eliminate expenses that are not believed by us to be representative of the ongoing business. Our Board also considered that, for the 12 months ended September 30, 2011, the two companies, on an as if combined basis, would have had aggregate revenue (excluding reimbursed management contract revenue) of approximately $858 million, as compared to our standalone revenue (excluding reimbursed management contract revenue) of approximately $322 million, and aggregate Adjusted EBITDA of approximately $95 million, after considering $20 million in anticipated net annual run-rate cost synergies (despite an aggregate net loss from continuing operations attributable to the companies of approximately $47 million), more than

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double our standalone Adjusted EBITDA of approximately $42 million (from our net income of approximately $19 million).

        Set forth below is a reconciliation of the Adjusted EBITDA to net (loss) income attributable to the company from continuing operations for us and Central Parking, on an individual and as if combined basis, for the 12 months ended September 30, 2011. See the table below for adjustments.


Adjusted EBITDA Reconciliation

 
  Twelve months ended September 30, 2011  
(amounts in millions)
  KCPC   Standard Parking   Combined  

Net income (loss) from continuing operations

  $ (63.1 ) $ 19.3   $ (43.8 )

less: Net income attributable to noncontrolling interests

  $ (2.4 ) $ (0.3 ) $ (2.7 )
               

Net income (loss) from continuing operations attributable to the Companies

  $ (65.5 ) $ 19.0   $ (46.5 )

Add (subtract):

                   

Income tax (benefit) expense

  $ (39.5 ) $ 12.1   $ (27.4 )

Interest expense, net

  $ 19.3   $ 4.1   $ 23.4  

Depreciation and amortization

  $ 26.2   $ 6.4   $ 32.6  

Long-lived asset impairment

  $ 62.0   $ 0.0   $ 62.0  

Goodwill and indefinite-lived asset impairment

  $ 20.6   $ 0.0   $ 20.6  

Adjustment for Propco(1)

  $ (10.5 ) $ 0.0   $ (10.5 )

Restructuring charges(2)

  $ 10.1   $ 0.0   $ 10.1  

Estimated full year effect of centralization(3)

  $ 6.1   $ 0.0   $ 6.1  

Sponsor fees(4)

  $ 1.5   $ 0.0   $ 1.5  

Non-cash property related losses(5)

  $ 1.5   $ 0.0   $ 1.5  

Other non-cash items affecting earnings(6)

  $ 1.1   $ 0.0   $ 1.1  

Stock based compensation(7)

  $ 0.5   $ 0.0   $ 0.5  

Adjusted EBITDA(8)

 
$

33.4
 
$

41.6
 
$

75.0
 

Plus: Estimated net annual run-rate cost synergies(9)

             
$

20.0
 

Adjusted EBITDA with estimated net annual run-rate cost synergies(10)

             
$

95.0
 

(1)
To eliminate the results of CPC PropCo from KCPC. Per the merger agreement, it is expected that the sale or disposition of the assets and liabilities of CPC PropCo shall have occurred prior to the consummation of the merger.

(2)
Charges incurred in connection with KCPC's centralization activities that are not expected to continue.

(3)
Expected full-year benefit of savings realized from KCPC's centralization activities not otherwise reflected in the reported results.

(4)
Fees paid to KCPC's current financial sponsors that are not expected to continue post merger.

(5)
Non-cash property related losses on disposals of garage and lot equipment as well as leasehold improvements. As these losses represent non-cash impairments and are not routine, they have been excluded from the calculation of Adjusted EBITDA.

(6)
Other non-cash items affecting earnings related to litigation, end of lease costs and insurance recoveries that are not expected to recur.

(7)
Non-cash stock based compensation expense of KCPC not expected to continue post merger.

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(8)
Adjusted EBITDA (including Adjusted EBITDA on an as if combined basis) does not represent and should not be considered as an alternative to net income or cash flow from operations as determined by GAAP, and our calculations thereof may not be comparable to that reported by other companies. We believe that the presentation of Adjusted EBITDA (including Adjusted EBITDA on an as if combined basis) provides a basis for assessing the liquidity position of the combined company. We further believe that the presentation of Adjusted EBITDA (including Adjusted EBITDA on an as if combined basis) provides useful information to our stockholders regarding our ability to service our indebtedness (assuming that anticipated cost synergies are not realized). This belief is based upon negotiations with our lenders, which have indicated that the amount of indebtedness we will be permitted to incur will be based, in part, on measures similar to Adjusted EBITDA and Adjusted EBITDA on an as if combined basis. Additionally, our Board considered the presentation of Adjusted EBITDA on an as if combined basis in connection with its evaluation of the merger and the Stock Issuance for the foregoing reasons and for the reasons discussed in the first paragraph in the section entitled "The Merger—Reasons for the Merger—Merger Consideration."

(9)
We, along with Booz & Company, our integration advisor, identified at least $20 million in net annual run-rate cost savings that we anticipate by the end of the second year following the closing of the merger, including savings for professional service costs, office rent and related expenses resulting from the integration of back office functions, information technology expenses, travel expenses, advertising and publicity expenses, property taxes and state and local franchise taxes and other general and administrative expenses.

(10)
We believe that Adjusted EBITDA with estimated net annual run-rate cost synergies presented on an as if combined basis provides useful information to our stockholders regarding our ability to service and/or incur indebtedness (assuming the anticipated cost synergies are realized). Our Board considered the presentation of Adjusted EBITDA with estimated net annual run-rate cost synergies on an as if combined basis in connection with its evaluation of the merger and the Stock Issuance for the foregoing reasons and for the reasons discussed in the first paragraph in the section entitled "The Merger—Reasons for the Merger—Merger Consideration."

        In evaluating the merger consideration, our Board took into account the fact that, although there is a fixed conversion ratio, the total value of the stock consideration is effectively capped at $149,535,576, because the number of shares of our common stock to be issued as consideration in the merger would be reduced in proportion to the amount that the arithmetic average of the volume-weighted average per share price of our common stock on each of the 20 consecutive trading days immediately preceding the third trading day prior to the closing of the merger exceeded $24.27. Our Board also considered that the merger consideration consisted of both our common stock and deferred cash consideration and that such cash consideration would only be payable to the extent it was not used to satisfy the KCPC stockholders' indemnification obligations under the merger agreement. Additionally, our Board considered that either party may terminate the merger agreement, on at least five business days' notice sent no later than ten business days prior to our special meeting, if the arithmetic average of the volume-weighted average per share price of our common stock for a period of ten consecutive trading days falls below $11.69, allowing us (or Central Parking) to walk away from the transaction if the market price were to reflect a strong negative perception of the merger.

        Financing of the Merger.    Our Board considered management's belief that we can finance the transaction and the combined company on favorable terms and create a capital structure for the combined company following the completion of the merger that will allow us to achieve the strategic benefits referred to in "The Merger—Reasons for the Merger—Strategic Benefits." Specifically, our Board noted the terms of the senior debt commitment letter with Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, N.A., together with certain other financial institutions, pursuant to which we expect to obtain a $450 million senior secured credit facility, as well as the fact that our

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obligation to close the merger is conditioned on our obtaining the financing on the terms set forth in the commitment letter.

        Terms of the Merger Agreement and the Closing Agreements.    In addition to evaluating the reasonableness of the merger consideration, our Board considered the overall terms of the merger agreement, including the parties' respective representations, warranties, covenants and conditions to their respective obligations in such agreement. In particular, our Board noted the fact that KCPC's stockholders are obligated to indemnify us for a number of items, including, among others, adverse consequences resulting from breaches of representations, warranties and covenants and certain identified liabilities. Our Board also noted that the merger agreement provides that, following the merger, a representative of the stockholders of KCPC will have the ability to designate three individuals for nomination and appointment to our Board. Our Board considered that each such designee (1) will be required to furnish a completed director and officer questionnaire with respect to the background and qualifications of such designee, (2) will be subject to a background check in a manner consistent with background checks customarily engaged in by us for prospective new members of our Board, (3) will be required to make himself or herself available for interviews by our Board, (4) must qualify as an independent director under our corporate governance policies and the NASDAQ Marketplace Rules and (5) may be denied appointment if our Board determines in good faith, after consideration by the Nominating and Governance Committee of our Board and consultation with outside legal counsel, that such individuals' appointment would constitute a breach of its fiduciary duties. Our Board also considered its ability under the merger agreement to withdraw its recommendation that our stockholders vote in favor of the issuance of shares of our common stock in connection with the proposed merger if it determines that the failure to change its recommendation would result in a breach of its fiduciary duties.

        Additionally, our Board considered the reasonableness of the termination fee or expense reimbursement payable by us in the event that certain termination events occur.

        Our Board also considered the overall terms of the closing agreements entered into by the stockholders of KCPC, including the provisions in those agreements designed to provide protection to our Board and the holders of the majority of outstanding common stock against potential actions by the former stockholders of KCPC. In particular, our Board took into account the manner in which the former stockholders of KCPC will be required to vote their shares of our common stock in the first three years following the closing of the merger. Our Board also noted that the former stockholders of KCPC will generally be subject to "standstill" provisions for a period of four years. Additionally, our Board noted that some of the former KCPC stockholders, including any with representatives on our Board, will be subject to restrictive covenants, including non-compete, non-solicitation, confidentiality and non-disparagement covenants, following the merger for a number of years.

        Restrictions on Resales of Stock Issued in the Merger; Terms of the Registration Rights Agreement.    Another important consideration for our Board was the fact that the shares issued in connection with the merger will be "restricted securities" under Rule 144 of the Securities Act. Specifically, our Board noted that the KCPC stockholders will be prohibited from publicly reselling their shares of our common stock during the first six months following the merger and that, even after such period, volume limitations and additional restrictions on resales of our common stock will be applicable to those former KCPC stockholders who become our affiliates (for example, those former KCPC stockholders who have representatives on our Board). Additionally, our Board considered the provisions of the registration rights agreement as they relate to potential resales of our common stock by a former KCPC stockholder, including the provisions providing that (1) we are not obligated to file a registration statement until six months after the merger is completed, (2) pursuant to a registration statement, prior to the third anniversary of the closing of the merger, the former KCPC stockholders may only sell their stock in an underwritten public offering and (3) we are not obligated to effect an underwritten public offering for the former KCPC stockholders prior to the first

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anniversary of the closing of the merger. Our Board considered management's assessment that the restrictions on resales of our common stock and the provisions of the registration rights agreement would help minimize the risk of adverse effects on the market price of our common stock caused by the sale of such stock held by the former KCPC stockholders following the merger or by the perception that such sales could occur.

        Likelihood of Completion of Merger.    Our Board considered the likelihood of the merger being completed, including the terms of the merger agreement and other factors that, taken as a whole, provide a significant degree of assurance that the merger will be completed. In particular, our Board noted that (1) the conditions required to be satisfied prior to completion of the merger are expected to be fulfilled, (2) we have obtained committed debt financing for the transactions contemplated by the merger agreement with customary conditions to financing from reputable financing sources and (3) both parties have made commitments in the merger agreement with respect to obtaining regulatory clearances, including clearances under the HSR Act.

        Success with Prior Acquisitions.    Our Board also took into account our management's track record of successfully acquiring and integrating other parking operators into our business, including the successful integration of nine companies since 2004. Our Board believes that we have successfully integrated the acquired companies without increasing our indebtedness, while simultaneously increasing our cash flow.

        Strategic Alternatives.    Our Board considered management's review of potential strategic alternatives and determined that the value offered in connection with the merger was more favorable to our stockholders than the potential value that might have resulted from any other strategic opportunity reasonably available to us, including not pursuing any acquisition or other strategic transaction, instituting a stock repurchase program, declaring special dividends, seeking negotiated investments by third party investors and deleveraging our balance sheet.

        Opinion of Financial Advisor.    Our Board considered the opinion and financial presentation of BofA Merrill Lynch, dated February 28, 2012, to our Board as to the fairness, from a financial point of view and as of that date, to Standard Parking of the consideration to be paid by Standard Parking in the merger, which opinion was based on and subject to the assumptions made, procedures followed, factors considered and limitations on the review undertaken as more fully described in the section entitled "The Merger—Opinion of Standard Parking's Financial Advisor" beginning on page 47. BofA Merrill Lynch's opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. Subsequent developments may affect BofA Merrill Lynch's opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. In evaluating the opinion and financial presentation of BofA Merrill Lynch, our Board considered the results of all of the analyses undertaken by BofA Merrill Lynch, as a whole, and did not rely on any one analysis in particular. Our Board recognized that BofA Merrill Lynch's Selected Public Companies Analysis summarized below in "Opinion of Standard Parking's Financial Advisor—Central Parking Financial Analyses—Selected Public Companies Analysis" implied an equity value reference range below that of the implied transaction value of the merger, but did not find that analysis to be determinative in light of all of the other financial analyses and the other reasons for the merger described in this proxy statement.

        Other Reasons in Favor of the Merger.    The reasons in favor of the merger considered by our Board also include, but are not limited to, the following:

    our Board's knowledge of the current and future environment in which we have operated and will continue to operate, including national and local economic conditions and the competitive environment of the parking industry and the likely effect of these factors on our potential growth, development, productivity, profitability and strategic options;

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    the review by our Board, with the assistance of our advisors, regarding the structure of the merger, the tax consequences of the merger and the financial and other terms of the merger agreement;

    the anticipated increase in interest from new investors because of the combined company's larger size, efficiencies and scope of operations; and

    the potential for increased trading liquidity for our stockholders due to the expanded public stockholder base and increased number of outstanding shares of our common stock.

        Additionally, our Board took into account a number of potentially negative factors in its deliberations concerning the merger with Central Parking, including the following considerations:

    the possible effect of a public announcement of the merger agreement on our and Central Parking's operations, clients, customers, business partners, lenders and employees and on our and Central Parking's ability to attract and retain key management and personnel;

    the possible effect of the merger on our stock price, including any effect on the stock price caused by the public announcement of the merger agreement and the potential decline in the stock price caused by the issuance of shares of our common stock in connection with the proposed merger;

    the fact that, if the merger is not completed (1) the trading price of our shares of common stock could be adversely affected, (2) we will have incurred significant transaction and opportunity costs attempting to consummate the merger, (3) we may lose clients, customers, business partners, lenders and employees, (4) our business may be disrupted and (5) the market's perceptions of our prospects could be adversely affected;

    the fact that the merger agreement restricts the conduct of our business prior to the consummation of the merger, requiring us to operate our business in the ordinary course and limiting our ability to undertake other acquisitions, declare dividends or to incur additional indebtedness, which may delay or prevent us from taking advantage of business opportunities that could arise prior to the consummation of the merger;

    the possibility that litigation might be initiated in regard to the merger that could be potentially expensive and burdensome for us to defend;

    our obligations under the merger agreement to pay KCPC, under specified circumstances, a termination fee of $7.5 million or to reimburse KCPC for its expenses in an amount not to exceed $6 million if the merger agreement were terminated;

    the challenges inherent in the combination of two businesses of the size and scope of our company and Central Parking and the size of the companies relative to each other, including, the following:

    the possibility that integration costs may be greater that anticipated;

    the possible diversion of management's attention for an extended period of time;

    the potential disruption of, or the loss of momentum in, each company's ongoing businesses before the consummation of the merger; and

    complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a manner that minimizes any adverse impact on clients, customers, employees and other constituencies;

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    the risk that the economic benefits, cost savings and other synergies that we anticipate as a result of the transaction are not fully realized or take longer to realize than expected;

    the risk that we or KCPC may be unable to obtain antitrust or other regulatory clearances required for the transaction, or that required antitrust or other regulatory clearances may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction;

    the impact of the issuance of shares of our common stock as consideration for the merger on our existing stockholders, including dilution of their ownership and voting interests;

    our incurrence of substantial additional indebtedness in connection with the merger;

    the risk that certain liabilities associated with the transaction, including potential liabilities associated with Central Parking's end-of-lease structural and repair obligations and ongoing litigation, have not been discovered or will be greater than anticipated; and

    other risks of the type and nature described in the section entitled "Risk Factors" beginning on page 14.

        After consideration of these factors, our Board determined that the potential negative factors were significantly outweighed by the potential benefits of the merger to our stockholders.

        The foregoing discussion of information and factors considered by our Board is not intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the merger agreement and the merger, our Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Rather, our Board viewed its determinations and recommendations as being based on the totality of information and factors presented to and considered by our Board. Moreover, each member of our Board applied his or her own personal business judgment to the process and may have given different weight to different factors.

        For the reasons set forth above, our Board approved the merger agreement, determined that the merger was advisable and in the best interest of our stockholders and recommends that our stockholders vote FOR the proposal to authorize the issuance of shares of our common stock in connection with the proposed merger. Additionally, in support of the merger, our Board also recommends that our stockholders vote FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to constitute a quorum or approve the issuance of shares of common stock in connection with the proposed merger.

        This explanation of our Board's reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section entitled "Special Note Concerning Forward-Looking Statements" beginning on page 12.


Opinion of Standard Parking's Financial Advisor

        Standard Parking has retained BofA Merrill Lynch to act as Standard Parking's financial advisor in connection with the merger. At a meeting of Standard Parking's Board held on February 28, 2012 to evaluate the merger, BofA Merrill Lynch rendered to Standard Parking's Board an oral opinion, confirmed by delivery of a written opinion dated February 28, 2012, to the effect that, as of that date and based on and subject to various assumptions and limitations described in the opinion, the consideration to be paid by Standard Parking in the merger was fair, from a financial point of view, to Standard Parking.

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        The full text of BofA Merrill Lynch's written opinion, dated February 28, 2012, is attached as Annex D to this proxy statement and is incorporated herein by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken by BofA Merrill Lynch in rendering its opinion. The following summary of BofA Merrill Lynch's opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to Standard Parking's Board for the benefit and use of Standard Parking's Board (in its capacity as such) in connection with and for purposes of its evaluation of the consideration from a financial point of view to Standard Parking. BofA Merrill Lynch's opinion did not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Standard Parking or in which Standard Parking might engage or as to the underlying business decision of Standard Parking to proceed with or effect the merger. BofA Merrill Lynch also expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any related matter.

        In connection with its opinion, BofA Merrill Lynch, among other things:

    reviewed certain publicly available business and financial information relating to Standard Parking;

    reviewed certain internal financial and operating information with respect to the business, operations and prospects of Central Parking furnished to or discussed with BofA Merrill Lynch by Central Parking's management, including certain historical financial information and financial forecasts relating to Central Parking prepared by Central Parking's management, referred to as the "Central Parking financial information";

    reviewed certain adjusted historical financial information and financial forecasts relating to Central Parking prepared by Standard Parking's management, referred to as the "Standard Parking-Central Parking financial information," and discussed with Standard Parking's management its assessments as to the historical and adjusted historical financial information and the relative likelihood of achieving the future financial results reflected in the Central Parking financial information and the Standard Parking-Central Parking financial information;

    reviewed certain internal financial and operating information with respect to the business, operations and prospects of Standard Parking furnished to or discussed with BofA Merrill Lynch by Standard Parking's management, including certain financial forecasts relating to Standard Parking prepared by Standard Parking's management, referred to as the "Standard Parking forecasts";

    reviewed certain estimates as to the amount and timing of cost savings, referred to as "potential cost savings," anticipated by Standard Parking's management to result from the merger;

    discussed the past and current business, operations, financial condition and prospects of Central Parking with members of Standard Parking's and Central Parking's senior managements, and discussed the past and current business, operations, financial condition and prospects of Standard Parking with members of Standard Parking's senior management;

    reviewed the trading history of Standard Parking common stock;

    compared certain financial information of Central Parking and certain financial and stock market information of Standard Parking with similar information of other companies BofA Merrill Lynch deemed relevant;

    compared certain financial terms of the merger to financial terms, to the extent publicly available, of other transactions BofA Merrill Lynch deemed relevant;

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    reviewed the merger agreement; and

    performed such other analyses and studies and considered such other information and factors as BofA Merrill Lynch deemed appropriate.

        In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of Standard Parking's and Central Parking's managements that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Standard Parking-Central Parking financial information, Standard Parking forecasts and potential cost savings, BofA Merrill Lynch assumed, at Standard Parking's direction, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of Standard Parking's management as to the historical and future financial performance of Central Parking, the future financial performance of Standard Parking and the other matters covered thereby and, based on the assessments of Standard Parking's management as to the historical and adjusted historical financial information and the relative likelihood of achieving the future financial results reflected in the Central Parking financial information and the Standard Parking-Central Parking financial information, BofA Merrill Lynch relied, at Standard Parking's direction, on the Standard Parking-Central Parking financial information for purposes of its opinion. BofA Merrill Lynch also relied, at Standard Parking's direction, on the assessments of Standard Parking's management as to Standard Parking's ability to achieve potential cost savings and was advised by Standard Parking that Standard Parking expects, and BofA Merrill Lynch assumed, that such potential cost savings would be realized in the amounts and at the times projected thereby. To the extent reflected in the Standard Parking-Central Parking financial information, BofA Merrill Lynch also assumed that the Central Parking financial information was reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of Central Parking's management as to Central Parking's historical and future financial performance. BofA Merrill Lynch further assumed, at Standard Parking's direction, that the consolidated balance sheets and financial statements relating to Central Parking to be delivered to Standard Parking in connection with the merger would not reflect any financial information that would adversely impact its analyses or opinion in any material respect. In addition, BofA Merrill Lynch assumed, at Standard Parking's direction, that any adjustments to the consideration would not have an adverse impact on its analyses or opinion in any material respect.

        BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Central Parking or Standard Parking, nor did BofA Merrill Lynch make any physical inspection of the properties or assets of Central Parking or Standard Parking and it assumed, with Standard Parking's consent, that there were no material undisclosed liabilities of or relating to Central Parking for which appropriate reserves, indemnification arrangements or other provisions had not been made. BofA Merrill Lynch did not evaluate the solvency or fair value of Central Parking or Standard Parking under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at Standard Parking's direction, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Central Parking, Standard Parking or the contemplated benefits of the merger. At Standard Parking's direction, BofA Merrill Lynch assumed that, prior to closing, KCPC would complete an internal restructuring and sell or transfer all assets and liabilities of CPC PropCo to a third party, collectively referred to as the "pre-closing transactions," and that Standard Parking would not directly or indirectly acquire, assume or

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incur any assets, liabilities or other obligations related to CPC PropCo or that are contemplated to be excluded from the merger as a result of the pre-closing transactions or otherwise.

        BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects or implications of the merger (other than the consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger, the form or structure of, or any adjustments to, the consideration or any terms, aspects or implications of the pre-closing transactions or any other arrangements, agreements or understandings entered into in connection with the merger or otherwise. BofA Merrill Lynch's opinion was limited to the fairness, from a financial point of view, to Standard Parking of the consideration to be paid in the merger and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any officers, directors or employees of any party to the merger, or class of such persons, relative to the consideration or otherwise. BofA Merrill Lynch expressed no view or opinion with respect to, and relied, with Standard Parking's consent, upon the assessments of Standard Parking's representatives regarding, legal, regulatory, accounting, tax and similar matters relating to Central Parking, Standard Parking and the merger (including the contemplated benefits thereof) as to which BofA Merrill Lynch understood that Standard Parking obtained such advice as it deemed necessary from qualified professionals. BofA Merrill Lynch further did not express any opinion as to what the value of Standard Parking common stock actually would be when issued or the prices at which Standard Parking common stock would trade at any time, including following announcement or consummation of the merger.

        BofA Merrill Lynch's opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. The credit, financial and stock markets have been experiencing unusual volatility and BofA Merrill Lynch expressed no opinion or view as to any potential effects of such volatility on Standard Parking, Central Parking or the merger. It should be understood that subsequent developments may affect BofA Merrill Lynch's opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch's opinion was approved by BofA Merrill Lynch's Americas Fairness Opinion Review Committee. Except as described in this summary, Standard Parking imposed no other instructions or limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

        The following represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to Standard Parking's Board in connection with its opinion, dated February 28, 2012. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, 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 performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch. For purposes of the financial analyses summarized below, the term "implied transaction value" refers to $138 million calculated as (1) the $27 million cash consideration and (2) the implied value of the stock consideration based on 6,161,334 shares of Standard Parking common stock issuable in the merger and Standard Parking's closing stock price of $18.03 per share on February 27, 2012.

Central Parking Financial Analyses

        Selected Public Companies Analysis.    BofA Merrill Lynch reviewed financial information of Central Parking and financial and stock market information of Standard Parking and the following six selected

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publicly traded companies, which companies generally were selected because, as is the case with Central Parking, they provide on-site management services for clients and property owners, derive revenue predominantly in North America and have annual gross revenue of less than $5.0 billion, referred to as the "selected companies":

    ABM Industries Incorporated
    Cintas Corporation
    Coinstar, Inc.
    Corrections Corporation of America
    FirstService Corporation
    Healthcare Services Group, Inc.

        BofA Merrill Lynch reviewed enterprise values of Standard Parking and the selected companies, calculated as equity values based on closing stock prices on February 27, 2012, plus debt, less cash and other adjustments, as a multiple, to the extent publicly available, of calendar years 2011 and 2012 estimated EBITDA. The overall observed low to high calendar years 2011 and 2012 estimated EBITDA multiples for the selected companies (excluding such observed multiples for Healthcare Services Group, Inc., which multiples were greater than 15.0x and considered not meaningful for comparative purposes) were 5.2x to 9.8x and 4.5x to 8.4x, respectively. Based on its professional judgment and after taking into consideration the observed multiples for the selected companies, BofA Merrill Lynch applied selected ranges of calendar years 2011 and 2012 estimated EBITDA multiples of 8.0x to 9.0x and 7.5x to 8.0x, respectively, derived from Standard Parking and the selected companies to corresponding data of Central Parking. Central Parking's implied equity values derived from such selected EBITDA multiples were calculated as total enterprise value less net debt. Financial data of Standard Parking and the selected companies were based on publicly available research analysts' estimates, public filings and other publicly available information. Financial data of Central Parking were based on the Standard Parking-Central Parking financial information. This analysis indicated the following approximate implied equity value reference range for Central Parking, as compared to the implied transaction value:

Implied Equity Value Reference Range   Implied Transaction Value
$65 million - $99 million   $138 million

        No company used in this analysis is identical to Central Parking nor were individual multiples derived from the selected companies independently determinative of BofA Merrill Lynch's opinion. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex 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 Central Parking was compared.

        Selected Precedent Transactions Analysis.    BofA Merrill Lynch reviewed publicly available financial information relating to the following 11 selected transactions announced between January 1, 2004 and February 27, 2012, which transactions generally were selected because, as is the case with the merger, they involved companies that provide on-site management services (including in many cases parking

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management services) for clients and property owners and had transaction values of less than $1.0 billion:

Announcement Date   Acquirer   Target
11/2011  

Green Courte Real Estate Partners III, LLC

 

The Parking Spot

7/2011  

Ontario Teachers' Pension Fund

 

Imperial Parking Corporation

5/2011  

EQT Infrastructure,  L.P.

 

Acciona S.A. (Acciona Aparcamientos business)

9/2010  

ABM Industries Incorporated

 

L&R Group of Companies,  Inc.

7/2008  

The Blackstone Group L.P.

 

Allied Security Holdings LLC

6/2008  

Stanley Black & Decker, Inc.

 

Sonitrol Corporation

5/2007  

Kohlberg & Company, L.L.C.

 

Central Parking Corporation

2/2007  

Garda World Security Corporation

 

Acoustic Technology,  Inc.

6/2006  

AlliedBarton Security Services LLC

 

Rentokil Initial plc (Initial Security business)

11/2005  

Garda World Security Corporation

 

Vance International,  Inc.

1/2004  

The Gates Group,  LLC

 

Imperial Parking Corporation

        BofA Merrill Lynch reviewed enterprise values of the selected transactions, calculated as the purchase prices paid for the target companies plus debt, less cash and other adjustments, as a multiple, to the extent publicly available, of the target company's latest 12 months EBITDA. The overall observed low to high latest 12 months EBITDA multiples for the selected transactions were 7.7x to 14.8x. Based on its professional judgment and after taking into consideration the observed multiples for the selected transactions, BofA Merrill Lynch applied a selected range of latest 12 months EBITDA multiples of 9.0x to 11.0x derived from the selected transactions to Central Parking's calendar year 2011 EBITDA. Central Parking's implied equity values derived from such selected EBITDA multiples were calculated as total enterprise value less net debt. Financial data of the selected transactions were based on publicly available information. Financial data of Central Parking were based on the Standard Parking-Central Parking financial information. This analysis indicated the following approximate implied equity value reference range for Central Parking, as compared to the implied transaction value:

Implied Equity Value Reference Range   Implied Transaction Value
$99 million - $168 million   $138 million

        No company, business or transaction used in this analysis is identical to Central Parking or the merger nor were individual multiples derived from the selected transactions independently determinative of BofA Merrill Lynch's opinion. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Central Parking and the merger were compared.

        Discounted Cash Flow Analysis.    BofA Merrill Lynch performed a discounted cash flow analysis of Central Parking, both with and without giving effect to potential cost savings anticipated by Standard Parking's management to result from the merger, by calculating the estimated present value of the standalone unlevered, after-tax free cash flows that Central Parking was forecasted to generate during calendar years ending December 31, 2012 through 2016 based on the Standard Parking-Central Parking financial information. BofA Merrill Lynch calculated terminal values for Central Parking by applying to Central Parking's fiscal year 2016 estimated EBITDA a range of terminal value multiples of 8.0x to 9.0x, which range was selected after taking into consideration, among other things, estimated EBITDA trading multiples of the selected companies referred to above under the section "Opinion of Standard

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Parking's Financial Advisor—Central Parking Financial Analyses—Selected Public Companies Analysis." The cash flows and terminal values were then discounted to present value as of December 31, 2011 using discount rates ranging from 8.5% to 10.5%, which range was selected after taking into consideration, among other things, a weighted average cost of capital calculation. This analysis indicated the following approximate implied equity value reference ranges, both with and without potential cost savings, for Central Parking, as compared to the implied transaction value:

Implied Equity Value Reference Ranges    
With Potential Cost Savings   Without Potential Cost Savings   Implied Transaction Value
$229 million - $316 million   $120 million - $182 million   $138 million

Standard Parking Financial Analyses.

        Selected Public Companies Analysis.    BofA Merrill Lynch reviewed financial and stock market information of Standard Parking and the selected companies listed above in the section, "Opinion of Standard Parking's Financial Advisor—Central Parking Financial Analyses—Selected Public Companies Analysis." BofA Merrill Lynch reviewed enterprise values of the selected companies, calculated as equity values based on closing stock prices on February 27, 2012, plus debt, less cash and other adjustments, as a multiple, to the extent publicly available, of calendar years 2011 and 2012 estimated EBITDA. The overall observed low to high calendar years 2011 and 2012 estimated EBITDA multiples for the selected companies (excluding such observed multiples for Healthcare Services Group, Inc., which multiples were greater than 15.0x and considered not meaningful for comparative purposes) were 5.2x to 9.8x and 4.5x to 8.4x, respectively. Based on its professional judgment and after taking into consideration the observed multiples for the selected companies, BofA Merrill Lynch applied selected ranges of calendar years 2011 and 2012 estimated EBITDA multiples of 8.0x to 9.0x and 7.5x to 8.0x, respectively, derived from the selected companies to corresponding data of Standard Parking. Standard Parking's implied per share equity values derived from such selected EBITDA multiples were calculated as total enterprise value less net debt, divided by the number of fully diluted shares of Standard Parking common stock. Financial data of Standard Parking and the selected companies were based on publicly available research analyst estimates, public filings and other publicly available information. This analysis indicated the following approximate implied per share equity value reference range for Standard Parking, as compared to Standard Parking's closing stock price on February 27, 2012:

Implied Per Share
Equity Value Reference Range
  Standard Parking Closing Stock
Price on February 27, 2012
$15.30 - $17.85   $18.03

        No company used in this analysis is identical to Standard Parking nor were individual multiples derived from the selected companies independently determinative of BofA Merrill Lynch's opinion. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex 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 Standard Parking was compared.

        Discounted Cash Flow Analysis.    BofA Merrill Lynch performed a discounted cash flow analysis of Standard Parking by calculating the estimated present value of the standalone unlevered, after-tax free cash flows that Standard Parking was forecasted to generate during calendar years ending December 31, 2012 through 2016 based on the Standard Parking forecasts. BofA Merrill Lynch calculated terminal values for Standard Parking by applying to Standard Parking's fiscal year 2016 estimated EBITDA a range of terminal value multiples of 8.0x to 9.0x, which range was selected after taking into consideration, among other things, estimated EBITDA trading multiples of the selected companies referred to above under the section "Opinion of Standard Parking's Financial Advisor—Central Parking Financial Analyses—Selected Public Companies Analysis." The cash flows and terminal

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values were then discounted to present value as of December 31, 2011 using discount rates ranging from 8.5% to 10.5%, which range was selected after taking into consideration, among other things, a weighted average cost of capital calculation. This analysis indicated the following approximate implied per share equity value reference range for Standard Parking, as compared to Standard Parking's closing stock price on February 27, 2012:

Implied Per Share
Equity Value Reference Range
  Standard Parking Closing Stock
Price on February 27, 2012
$20.15 - $24.70   $18.03

        Other Factors.    BofA Merrill Lynch also noted certain additional factors that were not considered part of BofA Merrill Lynch's financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

    historical trading performance of Standard Parking common stock during the 52-week period ended February 27, 2012, which reflected low and high closing prices for Standard Parking common stock during such period of approximately $14.50 to $19.30 per share;

    publicly available Wall Street research analyst one-year forward stock price targets for Standard Parking discounted to present value as of February 27, 2012, which indicated a range of one-year forward stock price targets of approximately $16.35 to $21.80 per share; and

    relative contributions of Standard Parking and Central Parking to the pro forma combined company based on calendar years 2011 to 2013 adjusted EBITDA, both with and without giving effect to potential cost savings, based on the Standard Parking-Central Parking financial information and the Standard Parking forecasts, which indicated a range of implied aggregate equity ownership percentages for Standard Parking's stockholders in the combined company upon consummation of the merger of approximately 60.1% to 64.4% (with potential cost savings) and approximately 77.6% to 84.7% (without potential cost savings).

    Miscellaneous

        As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Merrill Lynch to Standard Parking's Board in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances, and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that the analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses considered or focusing on information presented in tabular format, without considering all analyses or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch's analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary. In addition, no single result or method of analysis, including whether or not a specific result or analysis compared favorably to the implied transaction value of the merger, was dispositive of BofA Merrill Lynch's opinion. Rather, BofA Merrill Lynch arrived at its ultimate opinion based on the results of all analyses and factors considered in their entirety.

        In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Standard Parking and Central Parking. The estimates of the future performance of Standard Parking and Central Parking in or underlying BofA Merrill Lynch's analyses are not necessarily indicative of actual values or actual

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future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch's analyses. These analyses were prepared solely as part of BofA Merrill Lynch's analysis of the fairness, from a financial point of view, to Standard Parking of the consideration to be paid by Standard Parking in the merger and were provided to Standard Parking's Board in connection with the delivery of BofA Merrill Lynch's opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch's view of the actual value of Standard Parking or Central Parking.

        The type and amount of consideration payable in the merger was determined through negotiations between Standard Parking and Central Parking, rather than by any financial advisor, and was approved by Standard Parking's Board. The decision to enter into the merger agreement was solely that of Standard Parking's Board. As described above, BofA Merrill Lynch's opinion and analyses were only one of many factors considered by Standard Parking's Board in its evaluation of the merger and should not be viewed as determinative of the views of Standard Parking's Board, management or any other party with respect to the merger or the consideration payable in the merger.

        In connection with BofA Merrill Lynch's services as Standard Parking's financial advisor, Standard Parking has agreed to pay BofA Merrill Lynch an aggregate fee of up to $3.5 million, of which a portion was payable upon delivery of its opinion, $2.5 million is contingent upon consummation of the merger and up to $500,000 may be payable in the discretion of Standard Parking upon consummation of the merger. BofA Merrill Lynch and certain of its affiliates are participating in the financing for the merger, including acting as joint lead arranger, joint book manager and administrative agent for, and as a lender under, the senior secured credit facilities for the merger, for which services BofA Merrill Lynch and such affiliates expect to receive an aggregate fee currently estimated to be approximately $2.7 million. Standard Parking also has agreed to reimburse BofA Merrill Lynch for its expenses, including fees and expenses of BofA Merrill Lynch's legal counsel, incurred in connection with BofA Merrill Lynch's engagement and to indemnify BofA Merrill Lynch and related persons against liabilities, including liabilities under the federal securities laws, arising out of BofA Merrill Lynch's engagement.

        BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of its businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Standard Parking, Central Parking and certain of their respective affiliates.

        BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Standard Parking and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (1) having acted or acting as administrative agent, book manager and joint lead arranger for, and/or as a lender under, certain term loans, letters of credit and credit and leasing facilities of Standard Parking and certain of its affiliates and (2) having provided or providing certain cash, treasury management and credit card services and products to Standard Parking and certain of its affiliates. From January 1, 2010 through on or about February 28, 2012 (the date on which Standard Parking's Board approved the merger), BofA Merrill Lynch and its affiliates received

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aggregate revenues from Standard Parking and its affiliates for corporate, commercial and investment banking services of approximately $7.5 million.

        In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Central Parking and certain of its affiliates, including Kohlberg & Company, L.L.C. and certain of its affiliates and portfolio companies, and have received or in the future may receive compensation for the rendering of these services, including (1) having acted or acting as administrative agent, lead arranger or bookrunner for, and/or as a lender under, certain term loans, letters of credit and credit and leasing facilities (certain of which may be repaid in connection with the merger) of Central Parking, Kohlberg & Company, L.L.C., certain of their respective affiliates and certain portfolio companies of Kohlberg & Company, L.L.C., (2) having provided or providing certain cash, treasury management and credit card services and products to Central Parking, Kohlberg & Company, L.L.C., certain of their respective affiliates and certain portfolio companies of Kohlberg & Company, L.L.C., (3) having provided or providing certain commodity, derivatives and foreign exchange trading services to Central Parking, Kohlberg & Company, L.L.C., certain of their respective affiliates and certain portfolio companies of Kohlberg & Company, L.L.C. and (4) having acted as a bookrunner for a debt offering of a portfolio company of Kohlberg & Company, L.L.C.

        BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in providing financial advisory services in connection with mergers and acquisitions. Standard Parking selected BofA Merrill Lynch to act as its financial advisor in connection with the merger on the basis of BofA Merrill Lynch's experience in similar transactions, its reputation in the investment community and its familiarity with Standard Parking and its business.


Certain Financial Projections

        Neither Standard Parking nor Central Parking makes public any projections as to future performance, earnings or other prospective financial information, other than limited short-term guidance regarding Standard Parking's anticipated earnings per share and free cash flows for the then current fiscal year and, in certain cases, general and administrative expenses and capital expenditures for the then current fiscal year. Central Parking does, however, prepare projections for its then current fiscal year for internal purposes, such as budgeting and other management decisions, and to provide to Central Parking's lenders. The summary of the projections set forth below is included in this proxy statement because such information was part of the information considered by our Board in evaluating the merger. The projections were also provided to Standard Parking's financial advisor for purposes of its financial analyses.

        The projections were not prepared for use in this proxy statement or with a view to public disclosure of any kind. The projections also were not prepared in accordance with GAAP or in compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants regarding projections and financial forecasts. Neither Standard Parking's independent registered public accounting firm nor Central Parking's independent registered public accounting firm has examined, compiled or otherwise applied procedures to the projections and neither such firm assumes any responsibility for them. EBIT and EBITDA measurements exclude interest, taxes and, in the case of EBITDA, depreciation and amortization expense. These measurements have not, however, been adjusted to eliminate net income attributable to non-controlling interests.

        While presented with numerical specificity, the summary of the projections set forth below reflects numerous assumptions and estimates made by the management of each of Central Parking and Standard Parking regarding industry performance and competition, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to

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Central Parking's business (including its ability to achieve strategic goals, objectives and targets) and, as discussed below, Standard Parking's business. Such assumptions and estimates were based on information available at the time the projections were prepared. Such assumptions and estimates are uncertain and difficult to predict and many are beyond the control of Standard Parking and Central Parking. The projections also reflect subjective judgments of Central Parking's management and Standard Parking's management that are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Accordingly, there can be no assurance that the assumptions, estimates and judgments made in preparing the projections will prove accurate or that any of the projections will be realized. In addition, the projections cover multiple years, and such information by its nature becomes less predictive with each successive year.

        The inclusion of a summary of the projections in this proxy statement should not be regarded as an indication that any of Standard Parking, Central Parking or their respective affiliates or representatives considered or consider the projections to be predictive of actual future events, and the projections should not be relied upon as such. The projections do not take into account any circumstances or events occurring after the date on which they were prepared, including the transactions contemplated by the merger agreement. None of Standard Parking, Central Parking or any of their respective affiliates or representatives intends to update or otherwise revise the projections to reflect circumstances existing or arising after the date such projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions, estimates and judgments underlying the projections are shown to be in error.

        The following summary of the projections set forth below are subject to substantial risks and uncertainties that could cause actual results to differ materially from the projected results. All projections contained in this proxy are forward-looking statements, and these and other forward-looking statements are expressly qualified in their entirety by the risks and other factors described or referred to above in "Risk Factors" and "Special Note Concerning Forward-Looking Statements."

    Projections Relating to Central Parking's Business

        Central Parking's management prepared certain financial projections regarding Central Parking's anticipated future operating results for its fiscal year ending September 30, 2012 and provided such projections to Standard Parking's management (the "Central Parking 2012 Projections"). Standard Parking's management adjusted the Central Parking 2012 Projections downward based on various assumptions and estimates of Standard Parking's management, including with respect to certain identified parking facility leases, and assessments of Standard Parking's management regarding the risks associated with Central Parking's business and operations and the potential impact of such risks on Central Parking's ability to achieve its projected results for its fiscal year ending September 30, 2012 (such adjusted projections, the "Adjusted Central Parking 2012 Projections").

        For transaction modeling purposes, Standard Parking's management prepared its own projections of Central Parking's future operating results for the fiscal years ending September 30, 2013 through September 30, 2016, based upon the Adjusted Central Parking 2012 Projections (such projections, together with the Adjusted Central Parking 2012 Projections, the "Five-Year Projections"). In preparing the projections for the fiscal years ending September 30, 2013 through September 30, 2016, Standard Parking's management applied Standard Parking's historical growth rates to the Adjusted Central Parking 2012 Projections, using an estimated annual increase in gross profit of approximately 5% and an estimated annual increase in general and administrative expenses of approximately 3% to determine projected EBITDA and EBIT. Such estimated annual increases are not reflective of the historical growth rates for Central Parking, nor were they considered by Standard Parking's management to be necessarily reflective of the future growth rates that could be expected for the Central Parking business on a stand-alone basis. Additionally, Standard Parking's management assumed that there would be no increase in projected capital expenditures after Central Parking's fiscal year ending September 30, 2012 based on current plans for Central Parking's business.

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        The Five-Year Projections are summarized in the following table:

 
  Fiscal Year Ending September 30,  
(In millions)
  2012E   2013E   2014E   2015E   2016E  

EBITDA

  $ 38.0   $ 40.8   $ 43.8   $ 47.0   $ 50.4  

EBIT

  $ 9.0   $ 11.8   $ 14.8   $ 18.0   $ 21.4  

Capital Expenditures

  $ 9.0   $ 9.0   $ 9.0   $ 9.0   $ 9.0  

    Unlevered Free Cash Flow Projections (Without Giving Effect to Cost Savings)

        Based on the Five-Year Projections, Central Parking's unlevered free cash flows were calculated without giving effect to any anticipated cost savings from synergies (the "Unlevered Free Cash Flow Projections Without Cost Savings"). Because Central Parking has a September 30 fiscal year-end, the Unlevered Free Cash Flow Projections Without Cost Savings were calendarized to conform to Standard Parking's fiscal year ending December 31. The Unlevered Free Cash Flow Projections Without Cost Savings are summarized in the following table:

 
  Calendar Year Ending December 31,  
(In millions)
  2012E   2013E   2014E   2015E   2016E  

EBITDA

  $ 38.7   $ 41.6   $ 44.6   $ 47.8   $ 51.3  

EBIT

  $ 9.7   $ 12.6   $ 15.6   $ 18.8   $ 22.3  

Cash Taxes (40%)

  $ (12.3 ) $ (13.4 ) $ (14.6 ) $ (15.9 ) $ (17.3 )

Tax Adjusted EBIT

  $ (2.6 ) $ (0.9 ) $ 1.0   $ 2.9   $ 5.0  

Depreciation

  $ 8.0   $ 8.0   $ 8.0   $ 8.0   $ 8.0  

Amortization

  $ 21.0   $ 21.0   $ 21.0   $ 21.0   $ 21.0  

Capital Expenditures

  $ (9.0 ) $ (9.0 ) $ (9.0 ) $ (9.0 ) $ (9.0 )

(Increase)/Decrease in Working Capital

  $ (2.1 ) $ 0.6   $ 2.1   $ 2.2   $ 2.2  

Unlevered Free Cash Flows

  $ 15.3   $ 19.7   $ 23.1   $ 25.1   $ 27.2  

    Unlevered Free Cash Flow Projections (Giving Effect to Cost Savings)

        Standard Parking's management, together with Booz & Company, Standard Parking's integration advisor, identified approximately $20 million in net annual run-rate cost synergies that are anticipated to be realized by the end of the second year following the closing of the merger. Based on the Five-Year Projections, Central Parking's unlevered free cash also was calculated after giving effect to these anticipated cost savings from synergies and after-tax transaction expenses of approximately $12.3 million (the "Unlevered Free Cash Flow Projections With Cost Savings"). Because Central Parking has a September 30 fiscal year-end, the Unlevered Free Cash Flow Projections With Cost Savings were

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calendarized to conform to Standard Parking's fiscal year ending December 31. The Unlevered Free Cash Flow Projections With Cost Savings are summarized in the following table:

 
  Calendar Year Ending December 31,  
(In millions)
  2012E   2013E   2014E   2015E   2016E  

EBITDA

  $ 38.7   $ 41.6   $ 44.6   $ 47.8   $ 51.3  

Projected Cost Savings

  $ 5.7   $ 17.2   $ 20.0   $ 20.0   $ 20.0  

EBITDA (with Projected Cost Savings)

  $ 44.4   $ 58.8   $ 64.6   $ 67.8   $ 71.3  

EBIT

  $ 13.7   $ 28.0   $ 33.9   $ 37.1   $ 40.6  

Cash Taxes (40%)

  $ (13.9 ) $ (19.6 ) $ (22.0 ) $ (23.3 ) $ (24.6 )

Tax Adjusted EBIT

  $ (0.2 ) $ 8.4   $ 11.9   $ 13.9   $ 15.9  

Depreciation

  $ 8.0   $ 8.0   $ 8.0   $ 8.0   $ 8.0  

Amortization

  $ 22.7   $ 22.7   $ 22.7   $ 22.7   $ 22.7  

Capital Expenditures

  $ (9.0 ) $ (9.0 ) $ (9.0 ) $ (9.0 ) $ (9.0 )

After Tax Cost to Achieve Cost Savings

  $ (15.0 ) $ 0.0   $ 0.0   $ 0.0   $ 0.0  

(Increase)/Decrease in Working Capital

  $ (2.1 ) $ 0.6   $ 2.1   $ 2.2   $ 2.2  

Unlevered Free Cash Flows

  $ 4.4   $ 30.7   $ 35.8   $ 37.8   $ 39.9  


Material Agreements and Relationships between Standard Parking and Central Parking

        Standard Parking and Central Parking are founding members of Parking Data Ventures, LLC, a limited liability company formed on November 4, 2008 to sell licenses to use a database, compiled from more than 20 of the largest parking companies operating more than 10,000 parking facilities in North America, that provides parking information to consumers via the Internet and mobile data devices. Standard Parking and Central Parking had matching capital contributions in the company and are entitled to equal representation on the board of managers of the company. The company is currently inactive.


Interests of Directors and Executive Officers in the Merger

Standard Parking

        As of the date of this proxy statement, none of our directors or executive officers have any interests in the merger that are different from, or in addition to, the interests of Standard Parking's stockholders generally. However, prior to the consummation of the merger, a bonus program may be approved granting certain of our directors, executive officers or members of our management team bonuses upon the successful completion of the merger. As of the date of this proxy statement, no determination has been made as to whether such bonus program will be established, and we have not identified any potential bonus recipients or developed any criteria to determine the amount of any potential bonuses.

Central Parking

        Certain directors and executive officers of KCPC have interests that are different from, or in addition to, the interests of KCPC's stockholders generally.

    Directors

        KCPC's board of directors is currently comprised of nine directors. Of the nine directors, eight directors are investment professionals affiliated with Kohlberg & Company, L.L.C., Lubert-Adler Partners, L.P. and Versa Capital Management, LLC, which are affiliates of certain stockholders of KCPC. These include: (i) five directors, namely George Bowman DeHuff III, Samuel Frieder, Mr. Hollander, Mr. Woodward and Jonathan Ward, who are professionals affiliated with

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Kohlberg & Company, L.L.C., (ii) two directors, namely Paul Halpern and Gregory Segall, who are professionals affiliated with Versa Capital Management, LLC, and (iii) one director, Michael Trachtenberg who is a professional affiliated with Lubert-Adler Partners, L.P. The ninth director is James Marcum, the current Chief Executive Officer of KCPC. As a result of their affiliation with affiliates of certain stockholders of KCPC, eight of the directors may receive indirect benefits as a result of the merger.

    Treatment of Stock Options

        As of March 31, 2012, exclusive of Rollover Options, there were approximately 11,784,402 shares of KCPC common stock subject to outstanding stock options granted to Central Parking's current executive officers and directors. Pursuant to the merger agreement, these options will be cancelled prior to the consummation of the merger.

        As of March 31, 2012, Mr. Bond had approximately 602,224 options entitling him to purchase one share of KCPC common stock per option. The options are fully vested and have an exercise price of $0.25. Pursuant to the merger agreement, Mr. Bond may, at his election, exercise some or all of his Rollover Options prior to the closing of the merger. If Mr. Bond elects to exercise any of his Rollover Options prior to the closing of the merger, he will receive one share of Central Parking's common stock for each Rollover Option exercised, which upon the closing of the merger, would entitle Mr. Bond to a portion of the consideration payable to all Central Parking stockholders in connection with the merger. Any Rollover Options not exercised prior to the merger will be cancelled and of no further force or effect.

    Arrangements with Standard Parking

        James Marcum, KCPC's current Chief Executive Officer, is expected to become Standard Parking's Chief Operating Officer upon completion of the merger, subject to the mutual agreement on the terms and conditions of the continued employment. At this time, Mr. Marcum has not entered into any agreement, arrangement or understanding with Standard Parking or its affiliates regarding the terms of employment or the right to purchase or participate in the equity of Standard Parking. There can be no assurance that the parties will reach an agreement. Any new arrangement is currently expected to be entered into at or prior to the completion of the merger and would not become effective until after the merger is completed.

        As of the date of this proxy statement, except with respect to Mr. Marcum, no member of Central Parking's management team has entered into any agreement, arrangement or understanding with Standard Parking or its affiliates regarding employment with, or the right to purchase or participate in the equity of Standard Parking. In addition, except as disclosed in this proxy statement, there is no present or proposed material agreement, arrangement, understanding, or relationship between Standard Parking or any of its respective officers or directors and Central Parking or any of its respective executive officers or directors.

        Pursuant to the merger agreement, Standard Parking will be required to increase the size of its Board from five to eight members, up to three of which will be nominated by the representative of KCPC's stockholders. The representative of KCPC's stockholders has designated Gordon Woodward, a current member of the boards of directors of KCPC and Central Parking Corporation and the current Chief Investment Officer of Kohlberg & Co., L.L.C., an affiliate of certain of KCPC's stockholders; Jonathan Ward, current chairman of the boards of directors of KCPC and Central Parking Corporation and Operating Partner of Kohlberg & Co., L.L.C.; and Paul Halpern, a current member of the boards of directors of KCPC and Central Parking Corporation and the current Chief Investment Officer of Versa Capital Management, LLC, an affiliate of certain of KCPC's stockholders, for appointment to our Board, and our Board, upon the recommendation of its Nominating and Governance Committee,

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has appointed Messrs. Woodward, Ward and Halpern subject to, and effective immediately following, the consummation of the merger.

        For additional information on the post-closing composition of the Board of Standard Parking, see the section entitled "The Merger Agreement—Standard Parking Board Designees" beginning on page 81.

    Employment Agreements

        Central Parking has entered into employment agreements with Ms. Baier, Mr. Marcum, Mr. Bond, William Bodenhamer and Richard West. Each of the employment agreements includes provisions providing for the payment by Central Parking to the applicable executive of certain severance payments if such executive is terminated as described more fully below. However, none of these executives are entitled to any payments under his or her employment agreement based solely upon the consummation of the merger. Further, the employment agreements impose restrictive covenants on the applicable executive, including, among others, (1) non-compete covenants, (2) non-solicitation covenants and (3) confidentiality obligations, and such executive will no longer be entitled to his or her severance payments if such covenants are breached.

        Lucinda Baier and James Marcum.    Central Parking has entered into employment agreements with Ms. Baier and Mr. Marcum. These employment agreements provide that, if the respective executive terminates his or her employment for "Good Reason" or is terminated by Central Parking without "Cause" (collectively, a "Qualifying Termination"), such executive will be entitled to the items set forth below.

        The following will constitute a "Good Reason" for termination by such executive:

    material diminution in the nature or scope of such executive's responsibilities, duties, authority or reporting relationships; provided, however, that neither (a) Central Parking's failure to continue such executive's appointment or election as a director or officer nor (b) a change in such executive's reporting relationships resulting from the transfer of equity, property or assets of Central Parking will constitute Good Reason;

    material breach by Central Parking of its obligations to provide such executive with specified work condition rights or benefits; or

    reduction in such executive's base salary or annual bonus.

        Central Parking will have 30 days following notice of a Good Reason for such executive's termination to remedy the situation before the termination for Good Reason will be effective.

        The following shall constitute "Cause" for terminating such executive:

    such executive's chronic alcoholism or drug addiction;

    fraud, embezzlement, theft, dishonesty or any deliberate misappropriation of assets of Central Parking by such executive;

    willful failure to perform, or gross negligence in the performance of, such executive's duties or responsibilities (which remain uncured for 15 business days after notice);

    such Executive's material breach of the terms of his or her employment agreement (except for breaches caused by disability or incapacity and unintentional breaches which are remedied within 15 business days after notice);

    conviction of, or plea of nolo contendre by, such executive of or to a felony or other crime involving moral turpitude;

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    such executive's material breach of his or her fiduciary duties (except where such breach is unintentional and is remedied within 15 business days of notice);

    such executive's willful failure or refusal to carry out a lawful, reasonable directive of the board of directors (which does not cease within 15 days of notice); or

    such executive's willful and deliberate misconduct which has, or could be reasonably expected to have, an adverse effect upon the business of Central Parking.

        In the event of a Qualifying Termination, Ms. Baier would be entitled to receive, in addition to all accrued but unpaid base salary, vacation pay and unreimbursed expenses: (1) any earned, but unpaid annual bonus for the fiscal year prior to the fiscal year in which the termination occurs; plus (2) a pro-rated annual bonus for the fiscal year in which termination occurs, if targeted EBITDA is achieved; plus (3) her base salary for the 12-month period following her termination. Additionally, provided she elects to continue coverage under COBRA, and subject to any employee contribution requirements, Central Parking will be obligated to continue contributing to the cost of Ms. Baier's participation, and the participation of her dependents, in Central Parking's group medical and dental plans for the 12-month period following termination.

        Based on Ms. Baier's compensation levels as of March 31, 2012, and assuming the merger is completed on September 30, 2012 and Ms. Baier experiences a Qualifying Termination immediately thereafter, the amount of the termination payment payable to Ms. Baier would be approximately $500,000 and the estimated value of the medical and dental coverage that she would receive would be approximately $10,311 (according to the figures provided by Central Parking). As of the date of this proxy statement, no discussions have occurred between Ms. Baier and Central Parking indicating that any such Qualifying Termination will occur.

        In the event of a Qualifying Termination, Mr. Marcum would be entitled to receive, in addition to all accrued but unpaid base salary, vacation pay and unreimbursed expenses, his base salary for the 12-month period following termination. Additionally, provided he elects to continue coverage under COBRA, and subject to any employee contribution requirements, Central Parking will be obligated to continue contributing to the cost of Mr. Marcum's participation, and the participation of his dependents, in Central Parking's group medical and dental plans for the 12-month period following termination.

        Based on Mr. Marcum's compensation levels as of March 31, 2012, and assuming the merger is completed on September 30, 2012 and Mr. Marcum experiences a Qualifying Termination immediately thereafter, the amount of the termination payment payable to Mr. Marcum would be approximately $750,000 and the estimated value of the medical and dental coverage that he would receive would be approximately $14,434 (according to the figures provided by Central Parking). As of the date of this proxy statement, no discussions have occurred between Mr. Marcum and Central Parking indicating that any such Qualifying Termination will occur.

        James Bond, William Bodenhamer and Richard West.    Central Parking has entered into employment agreements with Messrs. Bond, Bodenhamer and West, which, unlike the employment agreements for Ms. Baier and Mr. Marcum, contain termination obligations relating to a change in control. These employment agreements provide that, if the respective executive terminates his employment for "Good Reason" or is terminated by Central Parking "Without Cause" within the 24 month period following a "Change in Control" (collectively, a "Qualifying Termination"), such executive will be entitled to a lump sum payment of the items set forth below. A termination Without Cause or for Good Reason made prior to a Change in Control will also entitle the executive to such payments if such termination arises in connection with or in anticipation of the Change in Control. The completion of the merger between Standard Parking and Central Parking will constitute a Change in Control under each executive's employment agreement.

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        Each executive would have "Good Reason" to terminate his employment for the following reasons:

    (1) a material adverse change to such executive's status, title, position or responsibilities that were in effect at any time within 180 days preceding the Change in Control, (2) assignment to such executive of duties or responsibilities which are materially inconsistent with such executive's status, title, position or responsibilities as in effect at any time within 180 days preceding the Change in Control or (3) removal of such executive from or failure to reappoint or reelect such executive to any office or position;

    a reduction in such executive's base salary or target annual incentive award or any failure to pay such executive any compensation or benefit to which he is entitled within 10 days after the date when due;

    requiring such executive to be based at any place outside a 50-mile radius of Central Parking's current principal office (except for reasonably required travel which is not materially greater in frequency or duration than prior to the Change in Control);

    failure to (1) continue any material compensation or employee benefit plan in which such executive was participating at any time within 180 days preceding the Change in Control (unless a replacement plan with substantially equivalent benefits is put in place) or (2) provide such executive with compensation and benefits, in the aggregate, at least equal to those provided for under each employee benefit program in which such executive was participating at any time within 180 days preceding the Change in Control;

    the insolvency or the filing of a petition for bankruptcy with respect to Central Parking, which petition is not dismissed within 60 days;

    any material breach of such executive's employment agreement by Central Parking; or

    any purported termination for "Cause" that does not comply with the terms of such executive's employment agreement;

provided, however, with respect to Mr. Bodenhamer, Central Parking will have 30 days to remedy any of the foregoing before his termination for Good Reason will be effective.

        Under each executive's employment agreement, a termination "Without Cause" means (1) a termination of such executive's employment other than a termination for "Cause" or a termination due to death or disability, (2) a "Constructive Discharge" or (iii) a failure to renew such executive's employment agreement.

    "Cause" means (1) such executive's embezzlement, intentional mishandling of Central Parking's funds, or theft or fraud with respect to the business of Central Parking; (2) such executive's conviction of a felony or other crime involving moral turpitude which adversely affects such executive's job-related responsibilities; (3) a violation of such executive's covenants in his employment agreement; or (4) such executive's deliberate and willful refusal to substantially perform the duties and obligations of his position.

    "Constructive Discharge" means termination of such executive's employment by such executive due to a failure of Central Parking to fulfill its obligations under such executive's employment agreement in any material respect, including (1) any reduction of such executive's base salary, target annual incentive award or any other incentive plan target (except that the target can be reduced by 25% if it is similarly reduced for all similarly situated executives); (2) a substantial reduction of benefits (except for reductions applicable to all employees); or (3) the material reduction in the title, authority or duties of such executive other than isolated, insubstantial or inadvertent action that is remedied by Central Parking. Central Parking will have 30 days

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      following notice of a Constructive Discharge to remedy the situation before the termination for Constructive Discharge will be effective.

        In the event of a Qualifying Termination, Mr. Bond would be entitled to receive the sum of: (1) three times his base salary; plus (2) an amount equal to three times his target annual incentive award for the fiscal year in which the Change in Control took place; plus (3) the welfare benefits and perquisites of employment (including 401(k) contributions) that he would have received over a three-year period; plus (4) up to $25,000 in outplacement assistance; plus (5) an amount equal to the greater of (a) the target annual incentive award or (b) the actual earned annual incentive award, each calculated as follows:

    for a termination in the same fiscal year as a Change in Control, such amounts will be calculated on a pro rated basis for the period commencing on the Change in Control and ending on the date of termination; or

    for a termination in a fiscal year following the fiscal year in which there is a Change in Control, such amounts will be calculated on a pro rated basis for the period commencing with the beginning of the fiscal year in which the termination occurred and ending on the date of termination.

        Further, Central Parking is required to pay Mr. Bond an amount equal to the greater of (1) the target annual incentive award or (2) the actual earned annual incentive award, each calculated on a pro rated basis for the period commencing with the beginning of the fiscal year in which the Change in Control occurred and ending on the date of the Change in Control. Finally, if Mr. Bond terminates his employment for Good Reason or voluntarily resigns following the Change in Control, Central Parking, as the surviving corporation, may request that Mr. Bond remain with the company for a period not to exceed three months from the date of such termination or resignation. Mr. Bond will be entitled to a transition payment equal to the sum of three months base salary, plus three months of employment benefits and perquisites, plus a pro rated annual incentive award for such period. In the event that Central Parking, as the surviving corporation, does not request Mr. Bond to remain with the company after Mr. Bond's termination for Good Reason or his voluntary resignation, Central Parking, as the surviving corporation, will be obligated to pay such transition payment upon his departure.

        Based on Mr. Bond's compensation levels as of March 31, 2012, and assuming the merger is completed on September 30, 2012 and Mr. Bond experiences a Qualifying Termination immediately thereafter, the maximum amount payable to Mr. Bond would be approximately $2,614,334 (according to the figures provided by Central Parking). As of the date of this proxy statement, no discussions have occurred between Mr. Bond and Central Parking indicating that any such Qualifying Termination will occur.

        In the event of a Qualifying Termination, Mr. Bodenhamer would be entitled to receive the sum of: (1) two times his base salary; plus (2) an amount equal to two times his target annual incentive for the fiscal year in which the Change in Control took place; plus (3) the medical benefits that he would have received over a two-year period; plus (4) up to $25,000 in outplacement assistance; plus (5) an amount equal to the greater of (a) the target annual incentive award or (b) the actual earned annual incentive award, calculated for the fiscal year preceding the fiscal year in which the termination of employment occurred. Further, if Mr. Bodenhamer terminates his employment for Good Reason or voluntarily resigns following the Change in Control, Central Parking, as the surviving corporation, may request that Mr. Bodenhamer remain with the company for a period not to exceed three months from the date of such termination or resignation. Mr. Bodenhamer will be entitled to a transition payment equal to the sum of three months base salary, plus three months of employment benefits and perquisites, plus a pro rated annual incentive award for such period. In the event that Central Parking, as the surviving corporation, does not request Mr. Bodenhamer to remain with the company after Mr. Bodenhamer's termination for Good Reason or his voluntary resignation, Central Parking, as the surviving corporation, will be obligated to pay such transition payment upon his departure.

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        Based on Mr. Bodenhamer's compensation levels as of March 31, 2012, and assuming the merger is completed on September 30, 2012 and Mr. Bodenhamer experiences a Qualifying Termination immediately thereafter, the maximum amount payable to Mr. Bodenhamer would be approximately $1,687,911 (according to the figures provided by Central Parking). As of the date of this proxy statement, no discussions have occurred between Mr. Bodenhamer and Central Parking indicating that any such Qualifying Termination will occur.

        In the event of a Qualifying Termination, Mr. West would be entitled to receive the sum of: (1) two times his base salary; plus (2) an amount equal to two times his target annual incentive award for the fiscal year in which the Change in Control took place; plus (3) the welfare benefits and perquisites of employment (including 401(k) contributions) that he would have received over a two-year period; plus (4) up to $25,000 in outplacement assistance; plus (5) an amount equal to the greater of (a) the target annual incentive award or (b) the actual earned annual incentive award, each calculated as follows:

    for a termination in the same fiscal year as a Change in Control, such amounts will be calculated on a pro rated basis for the period commencing on the Change in Control and ending on the date of termination or

    for a termination in a fiscal year following the fiscal year in which there is a Change in Control, such amounts will be calculated on a pro rated basis for the period commencing with the beginning of the fiscal year in which the termination occurred and ending on the date of termination.

        Further, Central Parking will pay Mr. West an amount equal to the greater of (1) the target annual incentive award or (2) the actual earned annual incentive award, each calculated on a pro rated basis for the period commencing with the beginning of the fiscal year in which the Change in Control occurred and ending on the date of the Change in Control. Finally, if Mr. West terminates his employment for Good Reason or voluntarily resigns following the Change in Control, Central Parking, as the surviving corporation, may request that Mr. West remain with the company for a period not to exceed three months from the date of such termination or resignation. Mr. West will be entitled to a transition payment equal to the sum of three months base salary, plus three months of employment benefits and perquisites, plus a pro rated annual incentive award for such period. In the event that Central Parking, as the surviving corporation, does not request Mr. West to remain with the company after Mr. West's termination for Good Reason or his voluntary resignation, Central Parking, as the surviving corporation, will be obligated to pay such transition payment upon his departure.

        Based on Mr. West's compensation levels as of March 31, 2012, and assuming the merger is completed on September 30, 2012 and Mr. West experiences a Qualifying Termination immediately thereafter, the maximum amount payable to Mr. West would be approximately $1,627,970 (according to the figures provided by Central Parking). As of the date of this proxy statement, no discussions have occurred between Mr. West and Central Parking indicating that any such Qualifying Termination will occur.

        Mr. Bodenhamer's Consulting Services Payment.    Mr. Bodenhamer's employment agreement also provides that upon termination of Mr. Bodenhamer's employment agreement and for a period of three years following such termination (the "Consulting Period"), Central Parking has agreed to cause Mr. Bodenhamer to provide certain consulting services. During such Consulting Period, Central Parking will pay Mr. Bodenhamer an annual fee equal to 5% of Central Parking's valet vertical business unit profits in excess of $2.4 million.

        Tax Indemnity Payment.    The respective employment agreements of Messrs. Bond, Bodenhamer and West provide that, if any payment in the nature of compensation to, or for the benefit of, each such executive, from Central Parking (or any successors in interest) constitutes an "excess parachute

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payment" under section 280G of the Code, Central Parking will pay to such executive cash sufficient (on a grossed-up basis) to indemnify such executive for the following:

    the amount of excise tax on the entire amount of excess parachute payments and all tax indemnity payments to such executive;

    the amount of all local, state, and federal income tax and FICA taxes on all tax indemnity payments; and

    the amount of any fines, penalties and interest that have been or potentially will be, assessed in respect of any excise or income tax described above.

        The calculations of the severance payments payable to Messrs. Bond, Bodenhamer and West set forth above do not reflect any such potential tax indemnity payments.

    Cash Bonus Retention Program

        Central Parking has adopted a cash bonus retention program for members of management up to $5 million in the aggregate. Bonuses paid pursuant to the plan will be paid by Central Parking at the closing in connection with the consummation of the merger.

    Indemnification of Officers and Directors

        Standard Parking and KCPC have agreed that Standard Parking will maintain for not less than six years from the effective time of the merger the current policies of directors' and officers' fiduciary and liability insurance ("D&O Insurance") maintained by KCPC or comparable policies that are not less favorable than such current policies; provided, however, that Standard Parking will not be required to expend in the aggregate an annual amount in excess of 200% of the annual premiums currently paid by KCPC for such insurance. In lieu of maintaining the current D&O Insurance, Standard Parking may purchase a policy providing "tail coverage" with scope, policy limits and retained coverage not less favorable than those of the current D&O Insurance.

        After the closing of the merger, the surviving corporation will also include and maintain in effect in its organizational documents, for a period of six years after the closing of the merger, provisions regarding the elimination of director liability, indemnification of officers and directors and advancement of expenses which are, with respect to each such KCPC entity, no less advantageous to the intended beneficiaries than the corresponding provisions contained in such entities' current organizational documents.


Impact of the Stock Issuance on our Existing Stockholders

        The Stock Issuance will dilute the ownership and voting interests of our existing stockholders. Based on 15,668,128 shares of our common stock issued and outstanding as of August 2, 2012 and assuming the issuance of 6,161,334 shares of common stock in connection with the merger and no other issuances of shares after August 2, 2012, the stockholders of KCPC would own 28.2% of the outstanding shares of our common stock and would own 27.9% of our common stock on a diluted basis (in other words, giving effect not only to the number of outstanding shares of common stock, but also the value, in terms of a number of shares of common stock, of the outstanding "in-the-money" options and restricted stock awards), in each case, immediately after the consummation of the merger and the related issuance of shares of our common stock. Therefore, the ownership and voting interests of our existing stockholders will be proportionately reduced.

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Material United States Federal Income Tax Consequences of the Merger to Standard Parking and its Stockholders

        The following discussion summarizes certain material U.S. federal income tax consequences of the merger that generally are applicable to us and our stockholders, assuming that the merger is consummated as contemplated by the merger agreement. The following discussion does not address the tax consequences, if any, of transactions effectuated prior to or after the merger (whether or not such transactions are in connection with the merger). Furthermore, no U.S. state or local, or non-U.S., tax considerations are addressed herein. The discussion is based on U.S. federal income tax law in effect as of the date of this proxy statement, which could change at any time, possibly with retroactive effect.

        Stockholders are encouraged to consult their own tax advisors as to the specific U.S. federal, state and local, and non-U.S. tax consequences to them of the merger and their ownership of our stock.

        Neither Standard Parking nor Central Parking intends to seek or obtain a ruling from the U.S. Internal Revenue Service ("IRS") as to the tax consequences of the merger, and, as a result, there can be no assurance that the IRS will agree with any of the conclusions described herein.

        The U.S. federal income tax treatment of the merger is unclear at this stage, as the merger may or may not qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code, dependent on, among other things, the value of the shares of our common stock issued in connection with the merger and the extent of the additional cash consideration payable pursuant to the merger. The merger will not qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code if, among other things, the total consideration, other than shares of our common stock, received (or deemed received) by KCPC stockholders in exchange for their shares of KCPC common stock exceeds 20% of the total merger consideration. Accordingly, there may be uncertainty as to whether the merger may qualify as a tax-free reorganization prior to the closing of the merger and for as long as the total cash consideration paid by us to KCPC's stockholders is undetermined. Standard Parking expects to make a determination regarding the U.S. federal income tax treatment of the merger for its U.S. federal income tax reporting purposes as soon as practicable following the consummation of the merger.

        Assuming that the merger will qualify as a tax-free reorganization, the following U.S. federal income tax consequences generally will result:

    no gain or loss will be recognized by us or our stockholders in connection with the Stock Issuance; and

    no gain or loss will be recognized by us or our stockholders in connection with the exchange of shares of our common stock for shares of common stock of KCPC in connection with the merger, or from the cash consideration paid, if any, by us in connection with the merger.

        If more than 20% of the total merger consideration consists of cash or consideration other than our common stock, or if the merger otherwise does not qualify as a tax-free reorganization within the meaning of Section 368(a), we would be treated as acquiring the common stock of KCPC in a fully taxable transaction. In such an event, we would have a basis in the common stock of KCPC that we acquired in the merger equal to the total merger consideration, and our holding period for such stock would begin the day after the merger. In any event, whether the merger qualifies as a tax-free reorganization under Section 368(a) of the Code or as a full taxable transaction to us, because our stockholders do not participate in the merger, our stockholders will not recognize gain or loss in connection with the merger with respect to their shares of our common stock. The parties agreed that for U.S. federal income tax purposes, the merger shall be treated and reported as may be reasonably determined by us.

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Accounting Treatment of the Merger

        We prepare our financial statements in accordance with GAAP. The merger will be accounted for by applying the acquisition method, which requires the determination of the accounting acquirer, the acquisition date, the fair value of the identifiable assets and liabilities of the acquiree and the measurement of goodwill. The accounting guidance for business combinations, referred to as Accounting Standards Codification 805, provides that, in identifying the acquiring entity in a combination effected through an exchange of equity interests, all pertinent facts and circumstances must be considered, including the relative voting rights of the stockholders of the constituent companies in the combined entity, the composition of the board of directors and senior management of the combined company, the relative size of each company and the terms of the exchange of equity securities in the business combination, including payment of any premium.

        Based on (1) the terms of the merger agreement, which (a) entitles the stockholders of KCPC to receive up to an aggregate of 6,161,334 shares of our common stock (approximately 28% of our issued and outstanding shares immediately following the consummation of the merger and the related issuance of shares), and (b) provides that we will increase the size of our Board from five to eight members and will appoint individuals designated by the representative of the stockholders of KCPC to fill those vacancies, and (2) the fact that our Chief Executive Officer will continue in the role of Chief Executive Officer of the combined company, we are considered to be the acquirer of KCPC for accounting purposes. This means that we will allocate the purchase price to the fair value of KCPC's assets and liabilities at the acquisition date, with any excess purchase price being recorded as goodwill.


Appraisal Rights

        No stockholder of Standard Parking will be entitled to exercise appraisal rights or to demand payment for their shares of our common stock in connection with our merger with Central Parking.


Regulatory Approvals and Clearances

        To complete the merger, we must obtain approvals, consents or clearances from, or make filings with antitrust and other regulatory authorities. We describe the material consents and filings below. We are not currently aware of any other material governmental clearances, consents, approvals or filings that are required prior to the parties' completion of the merger other than those we describe below. If additional approvals, consents or filings are required to complete the merger, Standard Parking and Central Parking contemplate seeking or making such consents, approvals and filings.

        Standard Parking and Central Parking expect to complete the merger by September 30, 2012. Although we believe that we will receive the required clearances, consents and approvals described below to complete the merger, we cannot give any assurance as to the timing of these clearances, consents and approvals or as to our ultimate ability to obtain such clearances, consents or approvals (or any additional clearances, consents or approvals which may otherwise become necessary) or that we will obtain such clearances, consents or approvals on terms and subject to conditions satisfactory to us.

United States Antitrust Laws

        Under the HSR Act, and the rules and regulations promulgated thereunder, the parties cannot close the merger until each party files a pre-merger notification form with the U.S. Federal Trade Commission (the "FTC") and the U.S. Department of Justice (the "DOJ") and the statutory 30-calendar-day waiting period following the parties' filing of their respective HSR Act notification forms has expired or been terminated. If the DOJ or the FTC issues a "Request for Additional Information and Documentary Material" (a "Second Request") prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have certified substantial compliance with the Second Request, unless the waiting

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period is terminated earlier. We do not believe that the merger will violate federal antitrust laws, but we cannot guarantee that the DOJ or the FTC will not take a different position.

        At any time before the merger is completed, either the DOJ or the FTC could take any action under the antitrust laws as they deem necessary or desirable in the public interest, including seeking to enjoin completion of the merger, conditioning completion of the merger upon the divestiture of assets of Standard Parking, KCPC or their respective subsidiaries or imposing restrictions on Standard Parking's post-merger operations. In addition, U.S. state attorneys general and private parties may bring legal action under federal or state antitrust laws under certain circumstances. After the merger is completed, the DOJ or FTC can bring an action against the parties claiming the merger was illegal and forcing all or part of the merger to be unwound.

Securities Laws and Stock Exchange Requirements

        We must also comply with applicable federal and state securities laws and the NASDAQ Listing Rules in connection with the issuance of shares of our common stock in the merger and the filing of this proxy statement with the SEC.

Commitment to Obtain Approvals

        Standard Parking and KCPC have agreed to use their commercially reasonable efforts to obtain all authorizations, consents, orders, clearances and approvals of all governmental authorities that are necessary for the consummation of the merger and the other transactions contemplated by the merger agreement (including an appropriate filing of notification and report form pursuant to the HSR Act). Regulators could object to the merger and/or impose conditions or restrictions on their approval that are materially adverse to Standard Parking and KCPC. Under the terms of the merger agreement, Standard Parking and KCPC are obligated to take all commercially reasonable actions as may be reasonably necessary to obtain any governmental approvals, including such actions as are necessary to resolve any objections to the merger raised by such regulators. We have also agreed to (1) divest, terminate, assign or otherwise dispose of certain contracts and/or (2) agree to behavioral or operating restrictions, provided that such actions will not, collectively, reduce gross profit, or be reasonably expected to cause a loss of opportunity that would generate gross profit, by more than $4 million per year in the aggregate.

Timing

        We cannot assure you that all of the regulatory approvals and clearances described above will be obtained and, if obtained, we cannot assure you as to the timing of any approvals or clearances, the ability to obtain the approvals or clearances on satisfactory terms or the absence of any litigation challenging such approvals or clearances. We also cannot assure you that the DOJ, the FTC or any state attorney general will not attempt to challenge the merger on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.


Financing of the Merger

        The following is a summary of selected material provisions of the commitment letter, a copy of which is attached as Annex E to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the commitment letter and not by this summary or any other information in this proxy statement. This discussion is qualified in its entirety by reference to the complete text of the commitment letter. We urge all stockholders to read the commitment letter carefully and in its entirety before making any decisions regarding the issuance of shares of our common stock in connection with the proposed merger.

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        Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, N.A., together with other financial institutions, have provided a senior debt commitment letter dated February 28, 2012 and related joinders to provide us with $450 million in senior secured credit facilities consisting of (1) a $200 million five year revolving credit facility and (2) a $250 million term loan facility. In conjunction with the merger, we will assume approximately $210 million of Central Parking's debt, net of cash acquired, which will be repaid at closing using the proceeds of the $450 million senior credit facilities. In addition, the proceeds from these borrowings will be used by us to finance in part the merger, the costs and expenses related to the merger and our ongoing working capital and other general corporate purposes.

        The term of each of the revolving credit facility and the term loan facility will be five years, and each facility is subject to interest rates equal to, at our option, (1) a rate per annum based on the consolidated leverage ratio for the 12 month period ending as of the last day of the immediately preceding fiscal quarter and determined in accordance with the pricing levels set forth in the commitment letter (the "Applicable Margin"), plus LIBOR or (2) the Applicable Margin plus the highest of (x) the Bank of America prime rate, (y) the Federal Funds rate plus 0.50% and (z) a daily rate equal to one-month LIBOR plus 1.0%. The term loan portion of the credit facility will be drawn on the closing date of the merger, and will be subject to quarterly amortization of principal based on the following annual amounts: (a) $22.5 million in the first year, (b) $22.5 million in the second year, (c) $30 million in the third year, (d) $30 million in the fourth year and (e) $37.5 million in the fifth year. We will be required to make mandatory prepayments equal to (subject to certain exceptions and thresholds): (1) 100% of all net proceeds from sales of property and assets; (2) 100% of all net cash proceeds from the issuance of additional equity interests; (3) 100% of all net cash proceeds from the issuance or incurrence of additional debt; and (4) (A) 75% of excess cash flow if the consolidated leverage ratio is greater than or equal to 3.0x as of the end of the relevant period, (B) 50% of the excess cash flow if the consolidated leverage ratio is greater than or equal to 2.5x but less than 3.0x as of the end of the relevant period and (C) 0% of the excess cash flow if the consolidated leverage ratio is less than 2.5x as of the end of the relevant period. Any such mandatory prepayments shall be applied first to the term loan facility and then to the revolving credit facility. We may prepay the senior credit facility in whole or in part at any time without penalty or premium.

        The obligations of the lenders to provide the debt financing under the senior debt commitment letter expire on October 31, 2012 and are subject to a number of conditions which we believe are customary for financings of this type, including, without limitation, the following:

    the negotiation, execution and delivery of definitive documentation in customary form;

    the consummation of the merger substantially contemporaneously with the funding of the senior credit facility;

    the administrative agent having a valid and perfected first priority lien and security interest in the collateral described in the commitment letter;

    the non-occurrence of a material adverse effect regarding KCPC and its subsidiaries since December 31, 2010;

    the ratio of consolidated total funded debt (excluding certain items as set forth in the commitment letter) of Standard Parking and its subsidiaries at the closing of the financing to the consolidated EBITDA of Standard Parking and its subsidiaries for the four fiscal quarter period ended at least 30 days prior to the closing of the financing is not greater than 4.0:1.0, calculated giving effect to the merger and the financing;

    immediately after the closing of the merger, we have at least $50 million of unrestricted cash and/or availability under the revolving credit facility;

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    a consolidated EBITDA for the four fiscal quarter period ended at least 30 days prior to the closing date of the financing, calculated giving effect to the merger and the financing, is not less than $82 million; and

    other customary financing conditions more fully set forth in the debt commitment letter.

        The loan documentation will include customary covenants regarding, among other things, delivery of financial statements; maintenance of books and records, property and existence; compliance with laws; limitations on incurrence of debt, liens, mergers, consolidations, sales of assets, and burdensome agreements; limitations on dividends and stock redemptions; limitations on the prepayment of debt; and limitations on new lines of business. In addition, the loan documentation will contain the following financial covenants:

    maintenance on a rolling four quarter basis of a maximum leverage ratio (total funded debt (with certain exclusions) to EBITDA) of not greater than 4.5:1.0, with certain step-downs; and

    maintenance on a rolling four quarter basis of a minimum fixed charge coverage ratio ((1) EBITDA less unfinanced capital expenditures less cash taxes less cash restricted payments divided by (2) cash interest expense plus scheduled principal repayments) of not less than 1.25:1, with certain step-ups.

        The commitment letter is governed by the laws of the State of Illinois without regard to its choice or conflict of laws principles, except with respect to the determination of a material adverse effect (as defined in the commitment letter) on the closing date of the credit facility (which shall be governed by the laws of the State of Delaware).

        Pursuant to the merger agreement, we have agreed to use commercially reasonable efforts to obtain the financing as promptly as reasonably practicable on the terms and conditions described in the commitment letter, and Central Parking has agreed to cooperate with us to obtain such financing. In the event any portion of the financing becomes unavailable on the terms and conditions contemplated in the commitment letter, we have agreed to promptly notify Central Parking and to use commercially reasonable efforts to arrange to obtain alternative financing from alternative sources on terms no less favorable to us than those in the commitment letter as promptly as practicable.

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THE MERGER AGREEMENT

        The following is a summary of the material provisions of the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this summary or any other information in this proxy statement. This discussion is qualified in its entirety by reference to the complete text of the merger agreement. We urge all stockholders to read the merger agreement, as well as this proxy statement, carefully and in their entirety before making any decision regarding the merger and the Stock Issuance.


Explanatory Note Regarding the Merger Agreement

        The merger agreement and the summary set forth below have been included to provide all stockholders with information regarding the terms of the merger agreement and are not intended to modify or supplement any factual disclosures about us in our public reports filed with the SEC. In particular, the merger agreement and the following summary of its terms are not intended to be, and should not be relied upon as, disclosures regarding any facts or circumstances relating to us, KCPC, our or their subsidiaries and affiliates or any other party. The representations and warranties contained in the merger agreement have been negotiated only for the purpose of the merger agreement and are intended solely for the benefit of the parties thereto. In many cases, these representations, warranties and covenants are subject to limitations agreed upon by the parties and are qualified by certain supplemental disclosures provided by the parties to one another in connection with the execution of the merger agreement. Furthermore, many of the representations and warranties in the merger agreement are the result of a negotiated allocation of contractual risk among the parties and, taken in isolation, do not necessarily reflect facts about us, KCPC, our or their subsidiaries and affiliates or any other party. Likewise, any references to materiality contained in the representations and warranties may not correspond to concepts of materiality applicable to investors or stockholders. Finally, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement, and these changes may not be fully reflected in our public disclosures.


The Merger

        If our stockholders approve the issuance of shares of our common stock and all other conditions to the merger are satisfied or waived in accordance with the terms and conditions of the merger agreement and the Delaware General Corporation Law (the "DGCL"), Merger Sub will merge with and into KCPC with KCPC surviving as a wholly-owned subsidiary of Standard Parking (the "Surviving Corporation").


Closing and Effective Time of Merger

        The closing of the merger will occur at 10:00 a.m. local time on the second business day after the conditions to the completion of the merger (described below in the section entitled "The Merger Agreement—Conditions to the Merger") have been satisfied or waived or at such other time as the parties may mutually agree in writing. The merger will become effective upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (the "Effective Time").


Management and Organizational Documents After the Merger

        The directors and officers of Merger Sub immediately prior to the consummation of the merger will be the initial directors and officers of the Surviving Corporation immediately following the merger. Each such individual will hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

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        At the Effective Time, the certificate of incorporation of KCPC will be amended in accordance with the terms of the merger agreement and will be the certificate of incorporation of the Surviving Corporation. The bylaws of Merger Sub will be the bylaws of the Surviving Corporation.


Consideration to be Received in the Merger

Capital Stock

        The merger agreement provides that all of the shares of common stock, par value $0.01 per share, and preferred stock, par value $0.01 per share, of KCPC issued and outstanding immediately prior to the consummation of the merger (other than treasury stock, shares held by KCPC's wholly-owned subsidiaries and dissenting shares) will be converted into the right to receive an aggregate of 6,161,334 shares of our common stock (the "Stock Consideration"), which will be reduced in proportion to the amount that the arithmetic average of the volume-weighted average per share price of our common stock on each of the 20 consecutive trading days immediately preceding the third trading day prior to the closing of the merger exceeded $24.27. In addition, each holder of KCPC common stock will be entitled to receive a pro rata portion of $27 million of total cash consideration to be paid on the third anniversary of the closing date, to the extent not used or claimed to satisfy the indemnity obligations of the stockholders of KCPC that may arise under the merger agreement (the "Cash Consideration" and together with the Stock Consideration, the "Merger Consideration"). Upon the consummation of the merger, each share of stock of KCPC that is owned by KCPC (treasury or otherwise) or any of its wholly-owned subsidiaries will automatically be cancelled and retired without payment of any consideration. As a result of the conversion and cancellation, after the merger is complete all shares of KCPC stock will be cancelled and retired and will cease to exist, and each holder of a certificate formerly representing any such shares (other than the holders of dissenting shares, who will be treated as described immediately below) will cease to have any rights with respect to such shares, except the right to receive a pro rata portion of the Merger Consideration.

        The merger agreement provides that each share of common stock, par value $.001 per share, of Merger Sub issued and outstanding immediately prior to the consummation of the merger will be converted into one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation at the closing.

Dissenting Shares

        Under Delaware law, stockholders of the acquired company generally have the right to dissent to the merger and to receive, in lieu of the consideration provided in the merger, payment in cash for the fair value of their shares of stock. Those stockholders that elect to exercise appraisal rights must not vote in favor of, nor consent to, the proposal to adopt the merger agreement and must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Holders of over 90% of the KCPC voting stock, including, Lubert-Adler Real Estate Fund V, L.P., Lubert-Adler Real Estate Parallel Fund V, L.P. (together the "Lubert-Adler Funds"), Kohlberg Investors V, L.P., Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., KOCO Investors V, L.P. (together the "Kohlberg Funds"), Versa Capital Fund I, L.P. and Versa Capital Fund I Parallel, L.P. (together the "Versa Funds"), have consented to the proposal to approve the merger agreement between KCPC and Standard Parking and thus may not assert appraisal rights. Only those KCPC stockholders that have yet to consent to the proposal to approve the merger agreement, which represents a small minority of the stockholders of KCPC, may assert such rights. Additionally, the merger agreement provides that each KCPC stockholder has agreed to indemnify us for any obligations which result from, arise out of or otherwise relate to the exercise of appraisal rights by any of the stockholders of KCPC.

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Surrender and Payment Procedures

        No later than five business days prior to the consummation of the merger, each record holder of shares of KCPC will be sent a letter of transmittal with instructions on how to surrender his, her or its certificates representing shares of KCPC in exchange for the Merger Consideration. The letter of transmittal will also contain (1) an acknowledgement and agreement to be bound by a closing agreement and (2) instructions on how a holder of shares of KCPC can redeem Merger Consideration if such holder has lost his, her or its certificates representing shares of KCPC. Upon surrender by a KCPC stockholder of all of his, her or its stock certificates representing shares of KCPC to us, together with a duly completed and validly executed letter of transmittal and such other documents as may be reasonably requested by the exchange agent, each such holder will be entitled to receive such holder's portion of the Merger Consideration.

        Each certificate representing shares of KCPC prior to the consummation of the merger and each book-entry share of KCPC stock will represent only the right to receive Merger Consideration following the closing. The shares of Standard Parking common stock issued as consideration in the merger will be issued in reliance upon an exemption from registration under federal securities laws provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and exemptions from registration under applicable state securities laws. We will not issue any fractional shares of common stock. Instead, any stockholder of KCPC who would otherwise be entitled to receive a fraction of a share of Standard Parking common stock will be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying (1) such fraction, by (2) an amount equal to the arithmetic average of the volume-weighted average per share price of our common stock on NASDAQ during the period beginning at the official opening of trading and ending at the official close of trading as reported by Bloomberg LP for each of the 20 consecutive trading days immediately preceding the third day prior to the closing date.

        Each of Standard Parking, Merger Sub and the Surviving Corporation will be entitled to deduct and withhold any applicable taxes from the Merger Consideration.


Treatment of KCPC Options

        The merger agreement provides that each option, warrant or other right exercisable or exchangeable for shares of KCPC that is outstanding immediately prior to the Effective Time (whether vested or unvested, exercisable or unexercisable) will be cancelled and of no further force or effect.


Payment of Cash Consideration

        Promptly after the third anniversary of the consummation of the merger, each holder of KCPC common stock will be entitled to receive a pro rata portion of: (1) $27 million of total cash consideration; plus (2) the amount by which the combined net debt and the absolute value of net working capital of KCPC and its subsidiaries as of the consummation of the merger is less than $275 million; plus (3) the lesser of (a) the amount of tax refunds KCPC has actually received after the consummation of the merger and before the third anniversary thereof on account of certain specified tax receivables, and (b) the amount paid to us by KCPC's stockholders for adverse consequences incurred on account of certain specified uncertain tax positions, known tax exposures and contingent tax liabilities; plus (4) any refund of tax KCPC or its subsidiaries actually received after the consummation of the merger and before the third anniversary thereof (except to the extent set forth in the merger agreement); and minus (5) any amounts owed to us by the KCPC stockholders for indemnification obligations that may arise under the merger agreement.

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Representations and Warranties

        In the merger agreement, KCPC, on behalf of itself and its subsidiaries, made a number of representations and warranties to us and Merger Sub, and Standard Parking and Merger Sub made a number of representations and warranties to KCPC. The parties' reciprocal representations and warranties relate to, among other things:

    authority to enter into the merger agreement, the closing agreements, the registration rights agreement and the other documents to be delivered in connection with the merger agreement, and to consummate the merger and the transactions contemplated thereby;

    governmental consents, authorizations, approvals, notices or filings;

    absence of any conflict with, violation or breach of or default under the organizational documents of such party, applicable law or agreements to which such party is a party or otherwise bound or subject as a result of entering into and performing under the merger agreement;

    qualification and organization;

    absence of liens or encumbrances;

    capitalization;

    absence of undisclosed liabilities;

    material contracts;

    litigation, legal proceedings and investigations;

    permits and compliance with laws;

    intellectual property, data collection and privacy policies;

    conduct of business;

    employee benefit plans;

    environmental matters;

    filing of tax returns, payment of taxes and other tax matters;

    absence of undisclosed finders' or brokers' fees;

    absence of material misstatements or omissions with respect to information supplied by such party for inclusion in this proxy statement;

    actions taken by the board of directors of such party to render inapplicable to the merger all potentially applicable state anti-takeover statutes or regulations; and

    acknowledgment as to the absence of any representation or warranties, other than the specific representations and warranties of each such party contained in the merger agreement.

        In addition to the foregoing, the merger agreement contains representations and warranties made by KCPC, on behalf of itself and its subsidiaries, to Standard Parking and Merger Sub that relate to, among other things:

    consolidated financial statements;

    internal control over financial reporting;

    properties and assets;

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    absence of condemnation or other government taking of any facility, impairment of presently available access to any part of any facility and any special or general assessments;

    real property;

    insurance matters;

    absence of undisclosed affiliate transactions;

    worker's compensation, labor relation and employment matters;

    accounts receivable and accounts payable;

    absence of adverse changes in relationships with vendors;

    absence of undisclosed bank accounts, corporate names or business locations; and

    compliance with anti-corruption laws.

        In addition, the merger agreement contains representations and warranties made by Standard Parking and Merger Sub to KCPC that relate to, among other things:

    compliance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Sarbanes-Oxley Act of 2002;

    preparation of financial statements included in our SEC filings since January 1, 2007 in accordance with GAAP;

    compliance with the applicable listing and corporate governance rules and regulations of NASDAQ;

    absence of complaints regarding accounting, internal control or auditing practices, procedures, methodologies or methods;

    disclosure controls and procedures and internal control over financial reporting;

    the financing commitment letter;

    the solvency of Standard Parking and the Surviving Corporation;

    the receipt of an opinion from Standard Parking's financial advisor; and

    the validity of the issuance of shares of our common stock in connection with the merger.

        Certain of the representations and warranties contained in the merger agreement are qualified as to materiality or "Material Adverse Effect." "Material Adverse Effect" means any event, circumstance, development, change or effect that, individually or in the aggregate, (1) would reasonably be expected to materially adversely affect the ability of the applicable party to consummate the merger, or to perform its obligations under the merger agreement, in a timely manner or (2) has had, or would reasonably be expected to have, a material adverse affect on the business, operations, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole.

        However, events, facts, circumstances, developments, changes or effects will not constitute "Material Adverse Effects" if they directly result from:

    changes in general economic, regulatory or political conditions or changes affecting the economy or securities or financial markets in general;

    a material worsening of current conditions caused by an act of terrorism or war occurring after the date of the merger agreement, or any natural disasters or any national or international calamity affecting the U.S. occurring after the date of the merger agreement;

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    any general downturn in the industry in which such party or any of its subsidiaries operates;

    any change in the market price or trading volume of a party's securities in and of itself;

    any changes after the date hereof in GAAP or any change in laws or the interpretation thereof;

    the public announcement of the merger agreement and the transactions contemplated thereby; or

    any communication by or on behalf of us (1) made publicly in violation of the merger agreement or (2) made to employees of KCPC or any of its subsidiaries generally without the prior written consent of KCPC, in each case regarding our plans or intentions with respect to KCPC or any of its subsidiaries or their respective businesses or employees;

provided, however, that the exceptions provided in the first, second and third bullet points above will not apply to the extent that such changes or developments have disproportionate impacts on the business, assets, liabilities, condition or results of operations of such party and its subsidiaries, taken as a whole, relative to other participants in the industry in which such party and its subsidiaries conduct business.


Conduct of KCPC's Business Pending the Merger

        KCPC has agreed that, until the consummation of the merger, KCPC will, and will cause its subsidiaries to, conduct business only in the ordinary course consistent with past practice. However, under the merger agreement, KCPC is obligated to effectuate the sale of all real property and assets and liabilities related to such real property of CPC PropCo and its subsidiaries (collectively, the "PropCo Sales"). Following the completion of the PropCo Sales and upon the consummation of the merger, KCPC and its subsidiaries will not own any real property other than certain real property owned by joint ventures of KCPC and its subsidiaries.

        In addition, prior to the consummation of the merger, KCPC will not, and will cause its subsidiaries to not, without our prior written consent (which, in specified cases, cannot be unreasonably withheld, conditioned or delayed), take any of the following actions (each as more fully described in, and subject to the exceptions set forth in, the merger agreement):

    except in connection with the PropCo Sales, sell, assign, transfer, dispose of or abandon any material property, rights or assets, or mortgage, pledge or subject any material property, right or assets to any lien (other than permitted liens), charge or other restriction;

    except in connection with the PropCo Sales, sell, assign, transfer, dispose of, abandon or permit to lapse any permits, any material intellectual property or any other material intangible assets, or disclose any confidential or proprietary information or grant any license or sublicense of any rights under or with respect to any material intellectual property, other than non-exclusive licenses entered into in the ordinary course of business;

    make or grant, or make any promise to make or grant, any increase in the compensation of any employee with annual compensation of $150,000 or more, or amend or terminate any existing employee plan, program, policy or arrangement, or adopt any new employee benefit plan, in each case other than immaterial changes in salary or bonus compensation in the ordinary course of business, or hire or engage any employee or independent contractor with annual compensation of $150,000 or more (provided that KCPC may create a cash bonus retention program for management up to an aggregate amount of approximately $5 million);

    conduct cash management customs and practices and maintain books and records other than in the ordinary course of business consistent with past practice;

    make any loans or advances to, or guarantees for the benefit of, or enter into any transaction or contract with, any affiliate, other than in the ordinary course of business;

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    suffer any extraordinary loss, damage, destruction or casualty loss to the business or property or assets, or cancel, compromise, release or waive any rights or claims of material value;

    adopt or change any financial reporting, tax or accounting policy, period, method or practice that would be material, other than changes required by law;

    declare, set aside or pay any dividend or distribution of cash, capital stock or other property or securities in respect of its capital stock or purchase, redeem or otherwise acquire any shares of its capital stock or other securities;

    amend, cancel, terminate, modify or waive any material contract, except in the ordinary course of business consistent with past practice;

    issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other equity or voting interests or any securities convertible into or exchangeable for such shares or any options, warrants, calls or rights to acquire or receive any such shares, interests or securities or any stock appreciation rights, phantom stock awards or other rights that are linked in any way to the price of the KCPC stock or the value of KCPC;

    amend or take any action to amend its organizational documents, or engage in any merger, consolidation, reorganization, reclassification, liquidation, dissolution or similar transaction;

    acquire by merger or consolidation, or by purchasing a substantial portion of the assets of, or by purchasing a substantial equity or voting interest in, all or a substantial portion of any business or entity or division thereof;

    commence, waive, pay, discharge or settle any material claim or lawsuit;

    adopt or enter into any collective bargaining agreement or other labor union contract;

    make or incur the obligation to make any capital expenditure or commitment in excess of $2 million per quarter;

    incur any indebtedness other than indebtedness incurred under the existing credit facilities of KCPC and its subsidiaries;

    make, change or rescind any material election relating to taxes;

    enter into any closing agreement or similar arrangement with respect to taxes or any settlement of any material audit, examination or other claim or liability for taxes or consent to any extension or waiver of the limitation period applicable to any tax claim or assessment (other than in connection with ordinary course extensions for the filing of any tax returns);

    file any tax return in a manner inconsistent with past practice, amend any tax return, file any claim for a material tax refund or surrender any right to claim a refund of taxes;

    have letters of credit with a face amount outstanding in excess of $55 million in the aggregate;

    enter into any contract to do or engage in any of the foregoing; or

    take or permit any action that would reasonably be expected to result in any of KCPC's representations and warranties set forth in the merger agreement becoming materially untrue or any condition to the merger not being satisfied.


Conduct of Our Business Pending the Merger

        Until the consummation of the merger, we have agreed to, and will cause our subsidiaries to, conduct business only in the ordinary course consistent with past practice; provided that we will be permitted to consummate acquisition transactions and/or combinations collectively involving an aggregate purchase price of less than $10 million.

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        In addition, until the merger is consummated, we will not, and we will cause our subsidiaries to not, without the prior written consent of KCPC, take any of the following actions:

    incur more than $10 million of indebtedness other than the indebtedness that is the financing for the merger;

    declare, set aside or pay any dividend or distribute cash, capital stock or other property or securities in respect of its capital stock or purchase, redeem or otherwise acquire any shares of its capital stock or other securities (provided this restriction will only apply to us);

    issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other equity or voting interests or any securities convertible into, or exchangeable for, or any options, warrants, calls or rights to acquire or receive any such shares, interests or securities or any stock appreciation rights, phantom stock awards or other rights that are linked in any way to the price of our common stock, except upon the exercise of any options, warrants or other rights exercisable or exchangeable for our common stock which were issued prior to the signing of the merger agreement;

    sell, assign, transfer, dispose of or abandon any material property, rights or assets, or mortgage, pledge or subject any material property, rights or assets to any lien (other than permitted liens), charge or other restriction;

    enter into any contract to do or engage in any of the foregoing actions; or

    otherwise take or permit any action that would reasonably be expected to result in any of our representations and warranties set forth in the merger agreement becoming materially untrue or any of the conditions to closing the merger not being satisfied.


Access

        Until the consummation of the merger, or the termination of the merger agreement, we have the right to (1) inspect all operational, environmental, legal, regulatory and financial matters relating to KCPC and its subsidiaries; (2) reasonably access all documents and information regarding KCPC's determination and calculations of the amount of taxes relating to any of the PropCo Sales or any other disposition of real property by KCPC prior to the consummation of the merger; (3) reasonably access the officers and employees of KCPC and its subsidiaries; and (4) request additional information concerning all of the foregoing. Additionally, prior to the consummation of the merger or the termination of the merger agreement, KCPC and its representatives will have the right to: (1) inspect our operational, environmental, legal, regulatory and financial matters; (2) reasonably access our officers and employees; and (3) request additional information concerning all of the foregoing.

        Each party's right to access information of the other party is subject to: (1) any prohibitions or limitations of applicable law; (2) the terms of any contract entered into prior to February 28, 2012, to the extent that the disclosure of such contract would violate the terms of that contract; and (3) any restriction reasonably necessary to preserve attorney-client privilege.


Preparation of Proxy Statement; Stockholder Meetings

        The merger agreement and the transactions contemplated by the merger agreement have been approved by our Board, the board of directors of KCPC, the KCPC stockholders, the board of directors of Merger Sub and the Merger Sub stockholder. The merger cannot be consummated until, among other things, our stockholders approve the issuance of up to 6,161,334 shares of our common stock as consideration for the merger as required by NASDAQ listing standards.

        We have agreed to prepare and file this proxy statement with the SEC; to use reasonable best efforts to respond as promptly as practicable to any SEC comments related to this proxy statement; and

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to mail this proxy statement and any amendments or supplements to this proxy statement to our stockholders as promptly as reasonably practicable after the later of (1) the tenth day after the filing of this proxy statement or (2) the day we are notified that the SEC has no further comments to this proxy statement. If, prior to the consummation of the merger, any information relating to us or Central Parking is discovered which should be set forth in an amendment of or supplement to this proxy statement, we have agreed to cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, this proxy statement and in the dissemination of such information to the parties' stockholders.

        Pursuant to the merger agreement, we have agreed to mail this proxy statement to our stockholders and to hold a special meeting at which our stockholders will be asked to consider and vote upon the proposal to approve the issuance of our common stock as consideration for the merger. We are required to hold the stockholder meeting as promptly as reasonably practicable but in no event earlier than the 45th day following the mailing of this proxy statement. Additionally, we may adjourn the meeting of our stockholders for up to 20 additional days to the extent necessary to solicit additional proxies if the required stockholder vote is not obtained. Our Board has unanimously recommended that our stockholders vote to approve the issuance of our common stock as consideration in the proposed merger.

        At any time prior to the approval of the issuance of shares of our common stock by our stockholders, our Board may amend or withdraw its recommendation if it determines in good faith that the failure to amend or withdraw such recommendation would result in a breach of its fiduciary duties.


Affiliate Transactions

        Under the merger agreement, KCPC will, and will cause its subsidiaries and their respective affiliates to, on or prior to the closing date, terminate, cancel and discharge all affiliate transactions, except for salary or other compensation or benefits paid or payable to employees in the ordinary course of business consistent with past practices and certain other specified affiliated transactions.

        For purposes of the merger agreement, an affiliate transaction means any contract, agreement, arrangement, commitment or transaction between KCPC or its subsidiaries, on the one hand, and (1) any present or former officer, director, employee, or stockholder of KCPC or any of its subsidiaries or their respective affiliates, (2) any KCPC stockholder's (a) funds managed by the same investment manager as such KCPC stockholder and (b) portfolio companies of such KCPC stockholders or (3) to KCPC's knowledge, any family member thereof or any trust for the benefit of any such person or entity or any entity in which any officer, director, employee or stockholder of KCPC or its subsidiaries or any family member thereof is an owner of more than 10% of the voting equity securities of such entity (other than a public company), on the other.


No Solicitation of Alternative Proposals

        Pursuant to the merger agreement, KCPC is prohibited from initiating, soliciting, negotiating, discussing and entering into any agreement with respect to a potential sale of KCPC or its subsidiaries (other than the PropCo Sales), or a substantial interest therein or providing any information to a third party in connection with any such potential transaction. KCPC and its representatives are also required to (1) immediately terminate any existing activities or discussions with all parties other than Standard Parking with respect to any such transaction and (2) disclose to us any offers or inquiries received regarding any such proposal or offer prior to the closing of the merger.

        The merger agreement precludes us from initiating, soliciting, negotiating, discussing and entering into any agreement with respect to a material acquisition transaction or combination or providing any information to any third party in connection with any such potential transaction. Additionally, we are required to immediately terminate any existing activities or discussions with all parties other than

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KCPC with respect to any material acquisition transaction or combination. A "material acquisition transaction or combination" means an acquisition transaction and/or combination collectively involving an aggregate purchase price in excess of $10 million.


Efforts to Close; Regulatory and Other Authorization; Consents

        KCPC, Standard Parking and Merger Sub have each agreed to use their commercially reasonable efforts to take all necessary actions to consummate the merger as promptly as practicable. Standard Parking and KCPC have further agreed to use their commercially reasonable efforts, to cooperate with the others' reasonable requests and take all commercially reasonably actions to obtain all authorizations, consents, orders and approvals of all governmental authorities that are necessary for the consummation of the merger and the other transactions contemplated by the merger agreement (including an appropriate filing of notification and report form pursuant to the HSR Act). In connection with obtaining such governmental approvals, we have agreed to (1) divest, terminate, assign or otherwise dispose of certain contracts and/or (2) agree to behavioral or operating restrictions; provided that such actions will not, collectively, reduce gross profit, or be reasonably expected to cause a loss of opportunity that would generate gross profit, by more than $4 million per year in the aggregate. However, we and KCPC are not required to litigate or oppose any governmental authority in court or administrative proceedings concerning the parties' entitlement to governmental approvals or regulatory clearances for the transactions contemplated by the merger agreement.

        KCPC and Standard Parking have also each agreed to use commercially reasonable efforts to take such action as is necessary to ensure that any material contract or permit will continue in full force and effect after the consummation of the transactions contemplated by the merger agreement.


Standard Parking Board Designees

        Prior to the closing of the merger, we are required to take all actions necessary to (1) increase the size of our Board from five to eight members and (2) appoint three individuals designated by the representative of KCPC's stockholders on behalf of KCPC's stockholders (the "Board Designees") to fill those vacancies. After the closing, our Board is required to nominate for election to our Board, unanimously recommend that our stockholders vote in favor of election to our Board and solicit proxies in favor of the election of any Board Designee whose term of office expires at any stockholders' meeting at which directors are to be elected (or a replacement designated by the representative of KCPC's stockholders). The representative of KCPC's stockholders will have the right to designate an individual to fill any vacancy on the Board created by a Board Designee. The representative of KCPC's stockholders does not have the right to designate a Board Designee that is an affiliate, director, employee, professional or agent of a KCPC stockholder unless such KCPC stockholder is bound by the non-competition and non-solicitation covenants contained in the closing agreements.

        The representative of KCPC's stockholders will be entitled to designate the following number of Board Designees:

    three, so long as the former stockholders of KCPC collectively own greater than or equal to 5,444,678 shares of our common stock;

    two, so long as the former stockholders of KCPC collectively own greater than or equal to 4,355,742 shares of our common stock and less than 5,444,678 shares of our common stock;

    one, so long as the former stockholders of KCPC collectively own greater than or equal to 2,177,871 shares of our common stock and less than 4,355,742 shares of our common stock; and

    none if the former stockholders of KCPC collectively own less than 2,177,871 shares of our common stock;

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provided, however, that our Board will not be obligated to nominate, appoint or elect a number of Board Designees in excess of the product of the total number of directors on our Board multiplied by the percentage that the aggregate number of shares of our common stock then owned of record and beneficially by former stockholders of KCPC collectively represents of the total number of shares of our common stock then outstanding (rounded up to the nearest whole number). Additionally, each such potential Board Designee (1) is required to furnish a completed director and officer questionnaire with respect to the background and qualifications of such designee, (2) is subject to a background check in a manner consistent with background checks customarily engaged in by us for prospective new members of our Board, (3) must make himself or herself available for interviews by our Board, (4) must qualify as an independent director under our corporate governance policies and the NASDAQ Marketplace Rules and (5) may be denied appointment if our Board determines in good faith, after consideration by the Nominating and Governance Committee of our Board and consultation with outside legal counsel, that such individuals' appointment would constitute a breach of its fiduciary duties. If such appointment is denied, our Board has agreed to nominate another individual designated by the representative of KCPC's stockholders subject to the foregoing conditions.

        The representative of KCPC's stockholders has designated Gordon Woodward, Jonathan Ward and Paul Halpern for appointment to our Board, and our Board, upon the recommendation of its Nominating and Governance Committee, appointed Messrs. Woodward, Ward and Halpern to our Board subject to, and effective immediately following, the consummation of the merger.

        Mr. Halpern is the Chief Investment Officer of Versa Capital Management, LLC, a private investment firm based in Philadelphia, Pennsylvania, and an affiliate of certain of KCPC's stockholders. Mr. Halpern has served Versa Capital Management, LLC and its predecessors in various capacities since 1995, including as a member of Versa Capital Management, LLC's investment and management committees. Prior to joining Versa Capital Management, LLC, Mr. Halpern was the Executive Vice President, General Counsel and Secretary of Consolidated Vision Group. Mr. Halpern is a member of the boards of directors of KCPC and Central Parking Corporation and various other privately-held companies. Mr. Halpern earned his bachelor's degree from Reed College, B.A., Phi Beta Kappa, and his juris doctor (with distinction and Order of the Coif) from Stanford Law School.

        Mr. Ward has been an Operating Partner of Kohlberg & Co., L.L.C., a private investment firm based in Mount Kisco, New York, and an affiliate of certain of KCPC's stockholders, since 2009. From 2006 to 2009, Mr. Ward served as a managing director and chairman of the Chicago office of Lazard Freres & Co. Prior to joining Lazard Freres & Co., Mr. Ward served as the President, Chief Executive Officer and Chairman of The ServiceMaster Company from 2001 to 2006. From 1997 to 2001, Mr. Ward was President and Chief Operating Officer of R.R. Donnelley & Sons Company. Mr. Ward is the chairman of the boards of directors of KCPC and Central Parking Corporation and is a member of the boards of directors of publicly-held Sara Lee Corporation, KAR Auction Services, Inc., Hub Group, Inc. and United Stationers, Inc., as well as various privately-held companies. Mr. Ward earned his bachelor's degree in Chemical Engineering from the University of New Hampshire and has completed the Harvard Business School Advanced Management Program.

        Mr. Woodward has been the Chief Investment Officer of Kohlberg & Co., L.L.C. since 2010, and has served Kohlberg & Co., L.L.C. in various other capacities since 1996. Prior to joining Kohlberg & Co., L.L.C., Mr. Woodward was with James D. Wolfensohn Inc. Mr. Woodward is a member of the boards of directors of KCPC and Central Parking Corporation and publicly-held Bauer Performance Sports Ltd. and BioScrip, Inc. as well as various privately-held companies. Mr. Woodward received an A.B. from Harvard College.

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Financing

        Under the merger agreement, Standard Parking and Merger Sub have agreed to use commercially reasonable efforts to obtain the financing as promptly as reasonably practicable on the terms and conditions described in the commitment letter and KCPC has agreed to cooperate with us to obtain such financing. In the event any portion of the financing becomes unavailable on the terms and conditions contemplated in the commitment letter, Standard Parking and Merger Sub have agreed to promptly notify KCPC and to use commercially reasonable efforts to arrange to obtain alternative financing from alternative sources on terms no less favorable to Standard Parking and/or Merger Sub as promptly as practicable.


Conditions to the Merger

        Each party's obligation to complete the transactions contemplated by the merger agreement is subject to the satisfaction of the following conditions:

    NASDAQ has approved the listing of our common stock issuable to the stockholders of KCPC pursuant to the merger agreement, subject to official notice of issuance;

    no suit, action or proceeding by any third party or governmental authority with respect to the transactions contemplated by the merger agreement is pending or threatened and no order has been entered in any such suit, action or proceeding that would have the effect of (1) making any of the transactions contemplated by the merger agreement or the other transaction documents illegal, (2) otherwise preventing the consummation of such transactions or (3) imposing limitations on such transactions and/or the ability of any party to perform its obligations under the merger agreement or under any other transaction document;

    any waiting period (and any extension of such period) under the HSR Act applicable to the transactions contemplated by the merger agreement has expired or has been terminated;

    our stockholders have approved the issuance of the Stock Consideration; and

    the conditions precedent to the Lender's obligations to make available the financing under the commitment letter have been satisfied or waived and the financing thereunder is available to Standard Parking.

        Our obligation to complete the transactions contemplated by the merger agreement is subject to the satisfaction or waiver of the following conditions:

    KCPC has complied with and performed all of its obligations, covenants and agreements under the merger agreement or any other transaction document in all material respects;

    the representations and warranties of KCPC contained in the merger agreement and each other transaction document that are qualified as to their materiality are true and correct in all respects as of the date of the merger agreement and as of the closing date as if made at and as of such time, and any such representations and warranties that are not so qualified are true and correct in all respects as of the date of the merger agreement and in all material respects as of the closing date as if made at and as of such time, subject to certain exceptions;

    no event, change or circumstance has occurred or arisen or exists which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on KCPC or any of its subsidiaries;

    the combined amount of net debt and the absolute value of net working capital of KCPC and its subsidiaries as of the Effective Time is not in excess of $295 million (as adjusted for certain indemnification obligations set forth in the merger agreement);

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    KCPC has delivered to us a certificate, certifying that all of the above conditions have been satisfied;

    all required consents, notices and all other approvals, authorizations and actions of, filings with and notices to any governmental authority necessary to permit KCPC to perform its obligations under the merger agreement and the other transaction documents have been duly obtained, made or given;

    the PropCo Sales have occurred;

    each of the Kohlberg Funds, the Lubert-Adler Funds and the Versa Funds have formed a new Delaware limited liability company to serve as their respective holding vehicles for the purpose of holding and facilitating the monetization of any non-cash consideration received in connection with merger, with each holding company preserving a pro rata portion of the priorities and preferences of KCPC's Series A Preferred Stock (the "Restructuring");

    each of KCPC's stockholders is a party to a closing agreement;

    the stockholders' equity as of September 30, 2011 set forth in the financial statements that KCPC is required to deliver to us prior to the closing of the merger is equal to the stockholders' equity set forth in the draft financial statements of KCPC and its subsidiaries delivered at the signing of the merger agreement and the amounts set forth in the financial statements delivered after the signing of the merger agreement are not materially different from the corresponding amounts set forth in the draft financial statements delivered to us at the time the merger agreement was signed; and

    KCPC has either paid or has deposited sufficient cash in an escrow account to pay any taxes resulting from, arising out of or otherwise relating to any of the PropCo Sales or any other disposition of real property by KCPC prior to the Effective Time.

        KCPC's obligation to complete the transactions contemplated by the merger agreement is subject to the satisfaction or waiver of the following conditions:

    Standard Parking and Merger Sub have complied with and performed all of their respective obligations, covenants and agreements under the merger agreement or any other transaction document in all material respects;

    the representations and warranties of Standard Parking and Merger Sub contained in the merger agreement and each other transaction document that are qualified as to their materiality are true and correct in all respects as of the date of the merger agreement and as of the closing date as if made at and as of such time, and any such representations and warranties that are not so qualified are true and correct in all respects as of the date of the merger agreement and in all material respects as of the closing date as if made at and as of such time, subject to exceptions set forth in the merger agreement;

    no event, change or circumstance has occurred or arisen or exists which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Standard Parking;

    we have delivered to KCPC a certificate, certifying that all of the above conditions have been satisfied; and

    all approvals, authorizations and actions of, filings with and notices to any governmental authority necessary to permit Standard Parking and/or Merger Sub to perform their obligations under the merger agreement and the other transaction documents have been duly obtained, made or given.

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Termination

        The merger agreement may be terminated and the merger may be abandoned at any time prior to the closing date under the following circumstances:

    by mutual written consent of KCPC and Standard Parking;

    by either KCPC or Standard Parking if:

    any law or governmental authority prohibits consummation of the merger or any order of a governmental authority restrains, enjoins or otherwise prohibits consummation of the merger and such order has become final and non-appealable; or

    the approval of our stockholders is not obtained at the meeting of our stockholders or any adjournment thereof;

    by us, if:

    the mutual conditions to the merger are not satisfied, KCPC fails to satisfy its conditions to the merger or the closing of the merger fails to have occurred in each case on or before October 31, 2012 (the "Outside Date") (unless such failure resulted from Standard Parking or Merger Sub breaching any representation, warranty, covenant or agreement contained in the merger agreement); provided, however, that the Outside Date may be extended by 45 days by KCPC upon written notice to us if the closing of the merger failed to occur because the applicable waiting period under the HSR Act has not expired or been terminated and KCPC reasonably believes in good faith that the relevant approvals will be obtained during the extension period;

    KCPC breaches any representation, warranty, covenant or agreement contained in the merger agreement, which breach (1) would result in the failure of a condition to the merger and (2) cannot be or has not been cured within 30 days after the giving of written notice by Standard Parking to KCPC of such breach; or

    the arithmetic average of the volume average weighted price ("VWAP") of our common stock for any period of ten consecutive trading days is below $11.69; provided that we provide written notice of termination to KCPC within five business days following such period, in which case termination will be effective five business days thereafter, and such notice is sent no later than ten business days prior to the special meeting of our stockholders.

    by KCPC, if:

    the mutual conditions to the merger are not satisfied, we fail to satisfy our conditions to the merger or the closing of the merger fails to have occurred in each case on or before the Outside Date (unless such failure resulted from KCPC breaching any representation, warranty, covenant or agreement contained in the merger agreement); provided, however, that the Outside Date may be extended by 45 days by us upon written notice to KCPC if the closing of the merger failed to occur because the applicable waiting period under the HSR Act has not expired or been terminated and we reasonably believe in good faith that the relevant approvals will be obtained during the extension period;

    we breach any representation, warranty, covenant or agreement contained in the merger agreement, which breach (1) would result in the failure of a condition to the merger and (2) cannot be or has not been cured within 30 days after the giving of written notice by KCPC to us of such breach;

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      our Board changes its recommendation with respect to the merger; provided that KCPC may not terminate the merger agreement on this basis at any time after the vote is called at the meeting of our stockholders; or

      the arithmetic average of the VWAP of our common stock for any period of ten consecutive trading days is below $11.69; provided that KCPC provides written notice of termination to us within five business days following such period, in which case termination will be effective five business days thereafter, and such notice is sent no later than ten business days prior to the special meeting of our stockholders.


Reimbursement of Expenses; Termination Fee

        If either party terminates the merger agreement because the arithmetic average of the VWAP of shares of our common stock for any period of ten consecutive trading days falls below $11.69, the terminating party will be required to reimburse the other party for its fees and expenses (up to a cap ranging from $3 million to $6 million, depending on when the merger agreement is terminated). Furthermore, we will be required to reimburse KCPC for its fees and expenses (up to a cap ranging from $3 million to $6 million, depending on when our stockholder meeting occurs) if either party terminates the merger agreement because our stockholders do not approve the issuance of the Stock Consideration. Additionally, we will be required to pay KCPC $7.5 million if KCPC terminates the merger agreement as a result of our Board changing its recommendation that our stockholders vote to approve the Stock Issuance.


Indemnification

        Each stockholder of KCPC (pursuant to such stockholder's agreement to be bound by these indemnification obligations in the closing agreement) has agreed, or will agree when it executes a closing agreement, to (severally and not jointly) indemnify each of Standard Parking, the Surviving Corporation, their affiliates and their respective directors, members, officers, equity holders, partners, employees, agents, subsidiaries, representatives and successors and assigns (collectively, the "Standard Parking Indemnified Parties"), for such KCPC stockholder's pro rata share of:

    any adverse consequences which any Standard Parking Indemnified Party may sustain in connection with any inaccuracy in, breach of or nonfulfillment of any representation, warranty, covenant or agreement of KCPC contained in the merger agreement;

    the amount (if any) by which the amount paid or payable by Standard Parking or KCPC or their subsidiaries with respect to certain indemnified items (the "Indemnified Items"), such as (1) the fees and expenses incurred on account of existing litigation matters, (2) the obligations incurred on account of non-routine repairs and maintenance, (3) the obligations incurred on account of all open or pending union audits and (4) the adverse consequences incurred on account of contracts to provide for indemnification of a third party in connection with the disposition of any business of KCPC, exceeds the amount of the deductible associated with that Indemnified Item established as of the date of the merger agreement;

    certain taxes incurred by KCPC prior to the closing date, including income taxes, transfer taxes for which KCPC's stockholders are responsible, transferee or successor tax, taxes of any member of any "group" of which KCPC is also a member, taxes arising out of the PropCo Sales and any other real estate dispositions prior to the Effective Time and any taxes relating to the merger and the transactions contemplated by the merger agreement;

    the amount by which the combined net debt and the absolute value of net working capital of KCPC and its subsidiaries outstanding as of the Effective Time is greater than $285 million;

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    any adverse consequences resulting from, arising out of, relating to or owed by CPC PropCo or any of its subsidiaries, the PropCo Sales or any other sale or disposition of real property by KCPC or its subsidiaries prior to the Effective Time; and

    any adverse consequences resulting from, arising out of or relating to the exercise of appraisal rights by any of KCPC's stockholders;

provided that KCPC's stockholders will not be liable to the Standard Parking Indemnified Parties for (1) any adverse consequences sustained in connection with any inaccuracy in or breach of any representation or warranty of KCPC contained in the merger agreement; (2) an adverse consequences resulting from the failure of KCPC to notify Standard Parking about (a) any material inaccuracies in or breaches of any representation, warranty or covenant or (b) any fact that would materially hinder the satisfaction of the closing conditions; and (3) any adverse consequences sustained in connection with certain Indemnified Items, unless and until such adverse consequences incurred by the Standard Parking Indemnified Parties exceed in the aggregate, $1.5 million, in which case KCPC's stockholders will be liable for the full amount of the adverse consequences in excess of $1.5 million. The aggregate amount required to be paid by the KCPC stockholder for (1) any adverse consequences sustained in connection with any inaccuracy in or breach of any representation or warranty of KCPC contained in the merger agreement; (2) an adverse consequences resulting from the failure of KCPC to notify Standard Parking about (a) any material inaccuracies in or breach of any representation, warranty or covenant or (b) any fact that would materially hinder the satisfaction of the closing conditions; (3) any adverse consequences sustained in connection with the Indemnified Items; and (4) any taxes (other than income taxes) of KCPC or its subsidiaries for the period prior to the closing and any transferee or successor tax will not exceed an amount equal to $27 million (subject to adjustment as provided in the merger agreement) (the "Capped Items").

        In addition, we have agreed to indemnify KCPC's stockholders, their affiliates and their respective directors, members, officers, equity holders, partners, employees, agents, subsidiaries, representatives, successors and permitted assigns (the "KCPC Indemnified Parties") for any and all adverse consequences which any KCPC Indemnified Party may sustain in connection with any inaccuracy in, breach of or nonfulfillment of any of our representations, warranties, covenants or agreements contained in the merger agreement. However, we will not be liable to the KCPC Indemnified Parties for (1) any adverse consequences sustained in connection with any inaccuracy in or breach of any representation or warranty of KCPC contained in the merger agreement; (2) an adverse consequences resulting from the failure of KCPC to notify Standard Parking about (a) any material inaccuracies in or breach of any representation, warranty or covenant or (b) any fact that would materially hinder the satisfaction of the closing conditions, unless and until such adverse consequences incurred by the KCPC Indemnified Parties exceed $1.5 million, in which case we will be liable for the full amount of adverse consequences in excess of $1.5 million up to $15 million.

        The caps and deductibles described above will also not apply to adverse consequences arising from a breach of fundamental representations or fraud, and the deductibles will not apply to adverse consequences arising from a breach of the representations related to tax matters set forth in the merger agreement, including, but not limited to, (1) the timely filing of tax returns and payment of taxes, (2) absence of any tax deficiencies, tax audits, tax liens or tax related agreements and (3) compliance with applicable tax laws. Further, in no event will any stockholder of KCPC be required to pay any indemnification amount in excess of the value of Merger Consideration received by that stockholder.

Survival

        The representations and warranties of the parties to the merger agreement related to, among other things, authorization, organization, subsidiaries, capitalization and brokers' fees will remain in full force and effect indefinitely. The representations and warranties of the parties to the merger agreement

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related to employee benefit plans, environmental matters, tax matters and foreign corrupt practices will remain in full force and effect until 60 days following the applicable statute of limitations with respect to the subject matter of such representations and warranties. All other representations and warranties contained in the merger agreement will remain in full force and effect for 18 months following the closing date.

Payment of Indemnification

        Any indemnification obligation under the merger agreement for any adverse consequences will be net of tax savings attributable to such adverse consequences and any insurance proceeds or similar payment received by the indemnified party. Additionally, the indemnified party will reimburse the indemnifying party for any indemnification payment made by such indemnifying party if such indemnified party receives an insurance payment or other recovery after receiving such indemnification payment. Payment of amounts owing by the indemnifying party will be made promptly upon a final settlement between the indemnifying party and the indemnified party or upon a final adjudication by a court of competent jurisdiction. Any payment that is not made within ten business days after a determination that such obligation is owing will bear interest at a rate of 10%. Any amount to be paid by KCPC's stockholders to satisfy the Capped Items will be deemed to be paid by reducing the amount of Cash Consideration that would otherwise be payable to such stockholder. If this causes the Cash Consideration to be reduced below $17 million (the "Shortfall"), KCPC's stockholders will pay us (a "Replenishment") an amount in cash equal to the lesser of (1) the Shortfall amount or (2) the aggregate amount of Deduction Elections (as described below) reduced by other replenishments payment previously made.

        Any amount to be paid by KCPC's stockholders to satisfy their indemnification obligations for claims made for (1) any adverse consequences resulting from the nonfulfillment or breach of any covenant or agreement (other than the failure of KCPC to notify Standard Parking about any material inaccuracies in any representation or warranty or any fact that would materially hinder the satisfaction of the closing conditions), (2) any income taxes, transfer taxes, taxes arising out of the PropCo Sales or any other real estate dispositions, "group" related taxes or merger related taxes incurred by Central Parking prior to the closing date, (3) the amount by which Central Parking's combined net debt and absolute value of net working capital is greater than $285 million, (4) any adverse consequences resulting from the disposition of real property by Central Parking, and (5) any adverse consequences relating to the appraisal rights of KCPC's stockholders (the "Uncapped Items"), will be payable upon the election of the representative of KCPC's stockholders, either (1) with cash or with shares of our common stock, valued at a price calculated at closing (each, a "Cash or Stock Election") or (2) by reducing the amount of Cash Consideration that would otherwise be payable to such KCPC stockholder ("Deduction Election"), but only to the extent the Cash Consideration that remains payable to KCPC's stockholders is at least $17 million. After such limit is reached, KCPC's stockholders must satisfy their obligations for Uncapped Items with cash or shares of our common stock, valued at the price calculated at closing. However, if the representative of KCPC's stockholders makes a Cash or Stock Election, Standard Parking will have the right to reject such election, and instead require that the indemnification obligations owed by the KCPC stockholders be paid by reducing the amount of Cash Consideration that would otherwise be payable to such stockholders.

        We are entitled to satisfy our indemnification obligations with cash or by issuing additional shares of our common stock, valued at a price calculated at closing.


Specific Performance

        The parties are entitled to an injunction, specific performance or other equitable relief to specifically enforce and to prevent breaches of the merger agreement in addition to any other remedy to which they are entitled at law or in equity.

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Governing Law; Jurisdiction

        The merger agreement is governed by the laws of the State of Delaware without regard to its choice or conflict of laws principles. Prior to the Effective Time, all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of the merger agreement must be brought exclusively in the Court of Chancery of the State of Delaware or, if such court does not have jurisdiction, any federal court of the U.S. located in the State of Delaware or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware.

        On or after the Effective Time, all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of the merger agreement must be exclusively resolved by final and binding arbitration before Judicial Arbitration and Mediation Services. All arbitration proceedings shall be conducted pursuant to JAMS' Streamlined Arbitration Rules and Procedures (the "JAMS Rules"). Arbitration shall be conducted exclusively in Chicago, Illinois before three neutral arbitrators appointed by agreement of the parties. If the parties are unable to agree on three arbitrators, such arbitrators will be determined in accordance with JAMS Rule 12.

        Under the merger agreement, any action, suit, proceeding, cause of action or claim brought against any of the financing sources in any way relating to the merger agreement or the commitment letter must be brought exclusively in the federal and New York State courts located in the Borough of Manhattan within the City of New York. In addition, any disputes regarding the calculation of KCPC's net debt and/or its net working capital will be subject to certain dispute resolution procedures set forth in the merger agreement.


Expenses

        The merger agreement provides that each party will pay its own fees and expenses in connection with the merger agreement. Additionally, Standard Parking and KCPC will each pay 50% of the expenses incurred in connection with the HSR Act.


Stockholders' Representative

        Pursuant to the merger agreement, each stockholder of KCPC has appointed Kohlberg CPC Rep., L.L.C. as its lawful agent and attorney-in-fact to act on behalf of KCPC's stockholders in connection with the transactions contemplated by the merger agreement and in any proceeding involving the merger agreement. The Stockholders' Representative will have the power to, among others:

    act for KCPC's stockholders with regard to indemnification matters, including the power to compromise or settle any indemnity claim on behalf of KCPC's stockholders and to transact matters of litigation or other proceedings;

    execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Stockholders' Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the merger agreement;

    do or refrain from doing any further act or deed on behalf of KCPC's stockholders that the Stockholders' Representative deems necessary or appropriate relating to the merger and the merger agreement as fully and completely as KCPC's stockholders could do if personally present; and

    receive service of process on behalf of any of KCPC's stockholders in connection with any claims under the merger agreement.

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THE CLOSING AGREEMENTS

        Concurrently with the execution of the merger agreement, on February 28, 2012, Standard Parking entered into a closing agreement with each of the following stockholders of KCPC: Lubert-Adler Real Estate Fund V, L.P., Lubert-Adler Real Estate Parallel Fund V, L.P. (collectively, the "Lubert-Adler Funds"), Kohlberg Investors V, L.P., Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., KOCO Investors V, L.P. (collectively, the "Kohlberg Funds"), Versa Capital Fund I, L.P. and Versa Capital Fund I Parallel, L.P. (collectively, the "Versa Funds").

        The following is a summary of the material provisions of each closing agreement. The rights and obligations of Standard Parking and the stockholder party to each closing agreement are governed by the express terms and conditions of each such closing agreement and not by this summary or any other information contained in this proxy statement. We urge you to read the attached form closing agreement carefully and in its entirety. This summary is qualified in its entirety by reference to such closing agreement. A copy of the form of the closing agreement executed by the Kohlberg Funds is attached as Annex B to this proxy statement and is incorporated by reference herein.

        For purposes of this summary, "Permitted Transferee" means with respect to a stockholder party to a closing agreement, any other stockholder of KCPC, any immediate family member of such stockholder, any trust or other entity of which the beneficiaries or beneficial owners are stockholders of KCPC or Permitted Transferees, a trust or other entity for the benefit of any person that is qualified as a charitable organization, or a family foundation established by or on behalf of one or more of the stockholders of KCPC for the purpose of making charitable gifts or donations to charitable organizations. "Acquired Shares" means the number of shares of our common stock such stockholder party to the closing agreement is entitled to receive as Merger Consideration (together with (1) any other shares of our common stock acquired by such stockholder after the date of the closing agreement, (2) any securities convertible into or exercisable or exchangeable for shares of our common stock held by such stockholder or (3) any shares of our common stock issuable to such stockholder upon conversion, exercise or exchange of the securities described in clause (2)).


Voting

        Each stockholder party to a closing agreement has agreed that, for a period of three years after the Effective Time and for so long as such stockholder owns in the aggregate (together with its affiliates, all other stockholders executing closing agreements with us, their affiliates and other persons with which any of the foregoing form a "group" (as defined in the Exchange Act)) beneficially or of record more than 10% of the issued and outstanding common stock of Standard Parking, such stockholder will attend any meeting of our stockholders or otherwise cause the Acquired Shares to be counted as present at any meeting of our stockholders for purposes of calculating a quorum and to vote, in person or by proxy, all of the Acquired Shares held by such stockholder and entitled to be voted at the time of any vote, as follows:

        For the two years following the closing date,

    with respect to the election of directors to our Board, "for" any and all nominees recommended by our Board; and

    with respect to all other matters submitted for a vote of our stockholders, in accordance with the recommendation of our Board with respect to such matters.

    For the period beginning the day after the second anniversary of the closing date and ending on the third anniversary of the closing date,

    with respect to the election of directors to our Board, "for" any and all nominees recommended by our Board; and

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    with respect to all other matters submitted for a vote of our stockholders (other than the election of directors), in proportion to the votes made by all other holders of our common stock.


Market Activities by the Stockholders

        Each stockholder who is a party to a closing agreement has agreed that, for a period of four years after the Effective Time and for so long as such stockholder owns in the aggregate (together with its affiliates, all other stockholders executing closing agreements with us, their affiliates and other persons with which any of the foregoing form a "group") beneficially or of record more than 5% of the issued and outstanding common stock of Standard Parking, such stockholder and its affiliates and their respective directors, officers, members, managers, partners and equity holders will not in any manner:

    acquire or agree to acquire, or publicly offer or propose to acquire any voting securities or any rights or options to acquire any of our voting securities;

    make any announcement with respect to, or publicly offer to effect, any merger, acquisition, consolidation, other business combination, restructuring, recapitalization, tender offer, exchange offer or other extraordinary transaction with or involving us or any of our subsidiaries or any of our or their securities or assets; provided that such stockholder may file or amend its Schedule 13D regarding our common stock or make other securities or tax filings as required by law;

    other than in connection with the designation of the Board Designees by the representative of the former stockholders of KCPC pursuant to the merger agreement, (1) initiate, propose, induce or attempt to induce any other person to initiate any stockholder proposal, nominate any director to our Board or make any attempt to call a special meeting of our stockholders; (2) submit any proposal for consideration at, or bring any other business before, any meeting of our stockholders, or request that we include any proposals or director nominees in any proxy statement; (3) engage, or in any way participate, directly or indirectly, in any solicitations of proxies or consents or seek to advise, encourage or influence any person with respect to the voting of any of our securities (except in support of proposals approved by our Board); or (4) otherwise communicate with our stockholders or others through various forms of public communications regarding how such stockholder intends to vote his, her or its shares;

    (1) participate in a "group" with any other person or enter into any negotiation, contract or relationship with any third party, other than an affiliate of such stockholder, with respect to the acquisition or voting of any of our voting securities or (2) otherwise deposit any of our voting securities in any voting trust or subject any of our voting securities to any voting agreement;

    publicly seek or publicly request permission to take any action that would violate any of the foregoing, amend or waive any of the requirements listed above or make any public announcement with respect to any of the requirements listed above; or

    take, or cause others to take, any actions that would otherwise violate any of the requirements listed above.


Restrictive Covenants

Non-Competition

        The Kohlberg Funds have agreed that, for four years after the Effective Time, they will not consult with or participate in any business or business unit (1) that is engaged in owning, leasing, managing or operating for a third party any motor vehicle parking lot, parking garage or other parking facility, or (2) that is engaged as a principal part of such business or business unit in providing parking related services, and is located in either case anywhere in the U.S.

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        The closing agreements executed by the Versa Funds provided that this non-compete covenant will apply to the Versa Funds for a period of three and one-half years after the Effective Time if the Board Designees named by the representative of KCPC's stockholders pursuant to the merger agreement include any person who is an affiliate, director, employee, professional or agent of the Versa Funds. The representative of KCPC's stockholders has designated Paul Halpern, the Chief Investment Officer of Versa Capital Management, LLC, an affiliate of the Versa Funds, for appointment to our Board, and our Board, upon the recommendation of its Nominating and Governance Committee, appointed Mr. Halpern to our Board subject to, and effective immediately following, the consummation of the merger. Accordingly, this non-compete covenant will also apply to the Versa Funds. The Lubert-Adler Funds are not subject to this restrictive covenant.

Non-Solicitation

        For a period of four years after the Effective Time, the Kohlberg Funds and the Versa Funds have agreed generally not to (1) hire, solicit or encourage any person employed by us or our subsidiaries in a senior executive or manager capacity to leave the employ of Standard Parking or its subsidiaries or (2) hire any such person who has left the employ of us or our subsidiaries within one year after the departure of such person.

        In addition, the Kohlberg Funds have agreed not to (1) induce or attempt to induce any of our clients or customers or of any of our subsidiaries or any owner, lessor, manager or operator of a parking facility managed or leased by us or any of our subsidiaries or any of their affiliates to terminate or reduce the parking services business it conducts with us or any of our subsidiaries or affiliates or change the terms of its relationship with us or any of our subsidiaries or affiliates to terms that are less favorable to us; (2) provide parking services to any of our customers; or (3) solicit any of our customers at any time to provide parking services to such customer.

        The closing agreements executed by the Versa Funds provided that the customer-related non-solicitation covenant will apply to the Versa Funds for a period of three and one-half years after the Effective Time if the Board Designees named by the representative of KCPC's stockholders pursuant to the merger agreement include any person who is an affiliate, director, employee, professional or agent of the Versa Funds. The representative of KCPC's stockholders has designated Paul Halpern, the Chief Investment Officer of Versa Capital Management, LLC, an affiliate of the Versa Funds, for appointment to our Board, and our Board, upon the recommendation of its Nominating and Governance Committee, appointed Mr. Halpern to our Board subject to, and effective immediately after, the consummation of the merger. Accordingly, the customer-related non-solicitation covenant will also apply to the Versa Funds. The Lubert-Adler Funds are not subject to either of the employee-related or customer-related non-solicitation covenants.

Confidentiality

        Each KCPC stockholder party to a closing agreement has agreed that, for a period of four years after the Effective Time, such stockholder will, and will cause its affiliates and representatives to, maintain the confidentiality of, and refrain from using or disclosing to any person, all of our confidential information and all confidential information of our subsidiaries.

Non-Disparagement

        The Kohlberg Funds and the Versa Funds have agreed that, for a period of four years after the Effective Time, such stockholders will not make any statement or any other expression on television, radio, the Internet or other media or to any third person which is in any way disparaging of us, our subsidiaries, their respective affiliates or our products and services or the products and services of our subsidiaries. The Lubert-Adler Funds are not subject to this non-disparagement covenant.

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Release

        Each KCPC stockholder party to a closing agreement, on behalf of itself and its affiliates, heirs, beneficiaries, family members, successors and assigns, has agreed to release us and our current and former affiliates, officers, directors and agents from any claims of any kind or nature that such releasing party now has, has ever had or will ever have against the released parties arising contemporaneously with or prior to the effective date of the closing agreement or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the closing date of the merger in connection with KCPC or its subsidiaries, subject to the exceptions set forth in the closing agreements.


Restrictions on Transfer

        Each KCPC stockholder party to a closing agreement has agreed, subject to certain exceptions, that from the date of the closing agreement to the Effective Time, such stockholder would not, directly or indirectly, (1) grant any proxy or enter into any voting agreement, voting trust, power of attorney, consent or other agreement or arrangement with respect to the voting of any KCPC securities; (2) sell, assign, transfer, hypothecate, pledge, encumber, permit the creation of a lien upon or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) any KCPC securities; (3) tender any KCPC securities in connection with any tender or exchange offer or otherwise; or (4) otherwise restrict the ability of such stockholder to freely exercise all voting rights with respect to the KCPC securities.


Indemnification Obligations

        Each KCPC stockholder party to a closing agreement has agreed to be bound by the indemnification provisions of the merger agreement.


Governing Law; Specific Performance

        The closing agreements are governed by the laws of the State of Delaware without regard to its choice or conflict of laws principles. The parties are entitled to injunctions or other equitable relief to specifically enforce and prevent breaches of the closing agreement in addition to any other remedy to which they are entitled at law or in equity.


Additional Closing Agreements

        In the merger agreement, KCPC has agreed to use its commercially reasonable efforts to cause each of the remaining stockholders of KCPC to enter into closing agreements with us as soon as reasonably possible after February 28, 2012 and in any event prior to the Effective Time. As of the date of this proxy statement, the remaining stockholders of KCPC have not entered into closing agreements with us. Once executed, these closing agreements will provide that the remaining stockholders (1) will be bound by the indemnification provisions of the merger agreement, (2) will agree to release Standard Parking from any claims arising contemporaneously with or prior to the effective date of the closing agreement or arising out of any matter, cause or event occurring contemporaneously with or prior to the closing date of the merger in connection with KCPC or its subsidiaries and (3) will be subject to the same restrictions on the transfer of their KCPC securities as the Kohlberg Funds, the Lubert-Adler Funds and the Versa Funds as set forth above under the section entitled "The Closing Agreements—Restrictions on Transfer." The remaining stockholders will not be subject to the voting covenants, the market activity covenants or the restrictive covenants discussed above.

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REGISTRATION RIGHTS AGREEMENT

        On the closing date, we will enter into a registration rights agreement with all of the stockholders of KCPC.

        The following is a summary of the material provisions of the registration rights agreement. The rights and obligations of Standard Parking and the former stockholders of KCPC are governed by the express terms and conditions of the registration rights agreement and not by this summary or any other information contained in this proxy statement. We urge you to read the registration rights agreement carefully and in its entirety. This summary is qualified in its entirety by reference to the registration rights agreement, a form of which is attached as Annex C to this proxy statement and is incorporated by reference herein.

        For purposes of this summary, "Registrable Securities" means (1) the shares of our common stock issued to the stockholders of KCPC in the merger and (2) any shares of our common stock issued or issuable with respect to such shares acquired in the merger as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise; provided, however, that any Registrable Securities will cease to be Registrable Securities upon the earliest to occur of (1) the date upon which such Registrable Securities are sold or exchanged by a person pursuant to an effective registration statement or in compliance with Rule 144 under the Securities Act, (2) the date upon which reputable U.S. counsel will have delivered a written opinion stating that all remaining registrable securities beneficially held by such stockholder may be freely sold without restriction under Rule 144 or (3) the date upon which such Registrable Securities will otherwise have ceased to be outstanding.


Shelf Registration

        The registration rights agreement provides that we will prepare and file with the SEC, no later than six months after the closing of the merger, a "shelf" registration statement on Form S-3 (or any comparable or successor form) relating to the offer and sale of the Registrable Securities by the former stockholders of KCPC (the "Initial Shelf Registration"). If we are not eligible to use Form S-3 at the time of filing, we are required to use Form S-1 (or any comparable or successor form) to effect such registration (to be effective for a period of no more than 180 days) and will undertake to register the Registrable Securities on Form S-3 promptly after such form is available for use by us. If, however, we continue to not be eligible to use Form S-3 after the 180 day Form S-1 effective period has expired, we are required, upon the written request of one or more former stockholders of KCPC, to file another registration statement on Form S-1 (subject to certain limitations set forth in the registration rights agreement). We are required to use commercially reasonable efforts to, among other thing, (1) cause the applicable registration statement to be declared effective by the SEC and (2) address any comments from the SEC regarding the registration statement.

        Except for registration statements on Form S-1, we are required to use commercially reasonable efforts to satisfy certain customary obligations in connection with the shelf registration statement, including, maintaining the effectiveness of the registration statement, re-filing such registration statement upon its expiration and reasonably cooperating in any shelf take down. These obligations will continue until the earlier of (1) the date upon which the Registrable Securities held by a former stockholder of KCPC cease to be Registrable Securities, (2) the date that all Registrable Securities held by a former stockholder of KCPC have been sold or (3) the seventh anniversary of the date on which the Initial Shelf Registration is first declared effective (the "Registration Period").


Piggyback Registration

        If, during the Registration Period, we propose to register any of shares of our common stock in connection with a firm commitment underwritten public offering and the registration form to be used may also be used for the registration of the Registrable Securities (a "Piggyback Registration"), we must

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provide prior written notice to the holders of Registrable Securities of our intention to effect such a registration and include in such registration all Registrable Securities with respect to which we have received written request for inclusion within ten days after we give such notice. Our obligation to register a Piggyback Registration is subject to customary underwriting cutbacks in the event the managing underwriter determines that inclusion of the number of securities requested to be included in such Piggyback Registration would adversely affect the marketability of such offering.


Underwritten Offering

        The registration rights agreement provides that, at any time that a registration statement is effective, if the holders of a majority of the outstanding Registrable Securities notify us of their intent to effect an underwritten offering of all or part of such Registrable Securities (the "Demand Underwritten Offering"), we will amend the registration statement or related prospectus to enable such Registrable Securities to be distributed pursuant to the underwritten offering. Our obligation to effect a Demand Underwritten Offering is subject to customary underwriting cutbacks in the event the managing underwriter determines that inclusion of the number of securities requested to be included in such offering would adversely affect the marketability of such offering.

        To participate in an underwritten offering, each holder of Registrable Securities must (1) enter into a customary underwriting agreement, (2) make customary representations and warranties and (3) comply with the managing underwriters' reasonable requests.

        The registration rights agreement further provides that (1) no Demand Underwritten Offering may be requested prior to the first anniversary of the closing of the merger; (2) we may delay the commencement of any Demand Underwritten Offering for up to 60 days for a valid business reason prior to the commencement of marketing efforts; and (3) the former stockholders of KCPC have the right to request up to four Demand Underwritten Offerings (with no more than one Demand Underwritten Offering being requested in any six-month period).


Indemnification

        Pursuant to the registration rights agreement, we will indemnify each former stockholder of KCPC and its related parties for any and all losses relating to: (1) any untrue statement of a material fact contained in, or any omission of a material fact from, any registration statement, prospectus or any amendment or supplement thereto except to the extent that such untrue statements or omissions are based upon information furnished by such former stockholder of KCPC expressly for inclusion in such registration statement or prospectus); or (2) any violation or alleged violation by us of the Securities Act, the Exchange Act or any state securities laws in connection with any registration required under the registration rights agreement.

        Similarly, each former stockholder of KCPC will severally, pro rata based on and limited by each stockholders' relative ownership of Registrable Securities, and not jointly with each other, indemnify us and our related parties from and against any and all losses for any untrue statement of a material fact contained in, or any omission of a material fact from, any registration statement, prospectus or any amendment or supplement thereto to the extent that such untrue statements or omissions are based upon information regarding such former stockholder of KCPC furnished by such former stockholder expressly for inclusion in such registration statement or prospectus.


Reports Under the Exchange Act

        To make available the benefits of Rule 144 to the KCPC stockholders, we are obligated to (1) make and keep public information about us available until the expiration of the Registration Period and (2) furnish to each holder of Registrable Securities, a written statement that we have complied with such public information requirements, a copy of our most recent annual and quarterly reports and such

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information as may be reasonably requested to permit the holders of Registrable Securities to sell securities without registration.


Assignment of Registration Rights

        The rights under the registration rights agreement, subject to certain conditions, will be automatically assignable by any of the holders of Registrable Securities to any transferee or assignee of all or any portion of the Registrable Securities.


Specific Performance

        The parties are entitled to an injunction or other equitable relief to specifically enforce and prevent breaches of the registration rights agreement in addition to any other remedy to which they are entitled at law or in equity.

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SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT OF STANDARD PARKING

Beneficial Ownership of Directors and Executive Officers

        The following table sets forth information regarding the beneficial ownership of our common stock as of close of business on August 2, 2012 by:

    our chief executive officer, chief financial officer and the other three most highly compensated executive officers;

    each of our directors; and

    all current directors and executive officers as a group.

        Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of August 2, 2012, are deemed issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of each other stockholder.

        Except as indicated in the footnotes to this table and subject to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares shown as beneficially owned by such stockholders. This table also includes shares owned by spouses.

        Percentage beneficially owned is based on 15,668,128 shares of common stock outstanding on August 2, 2012, and is calculated in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated, the address of each of the individuals named below is: c/o Standard Parking Corporation, 900 North Michigan Avenue, Suite 1600, Chicago, Illinois 60611.

Name of Beneficial Owner
  Number of Shares
Beneficially Owned
  Percent
Beneficially Owned (%)
 

James A. Wilhelm

    108,990     *  

G. Marc Baumann

    13,000 (1)   *  

Thomas L. Hagerman

    1,581 (2)   *  

Steven A. Warshauer

    9,587     *  

Michael K. Wolf

    36,042     *  

Charles L. Biggs

    40,656 (3)   *  

Karen M. Garrison

    48,656 (4)   *  

Robert S. Roath

    72,368 (5)   *  

Michael J. Roberts

    9,285     *  

All directors and executive officers as a group (13 persons)

    418,428 (6)   2.7  

*
Less than 1% of the outstanding shares of common stock.

(1)
Includes 13,000 shares of common stock held jointly with Mr. Baumann's wife.

(2)
Includes 160 shares of common stock held by Mr. Hagerman's wife. Mr. Hagerman disclaims beneficial ownership of the shares held by his wife.

(3)
Includes 3,178 shares currently issuable pursuant to options.

(4)
Includes 15,952 shares currently issuable pursuant to options.

(5)
Includes 3,178 shares currently issuable pursuant to options.

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(6)
Includes 24,909 shares currently issuable pursuant to options.


Beneficial Ownership of More than Five Percent of Common Stock

        The following table sets forth information regarding the beneficial ownership of our common stock as of August 2, 2012, by each person (or group of affiliated persons) that is known by us to be the beneficial owner of more than 5% of our common stock.

Name of Beneficial Owner
  Number of Shares
Beneficially Owned
  Percent Beneficially
Owned (%)*
 

Capital Research Global Investors

             

333 South Hope Street

             

Los Angeles, CA 90071

    1,478,800 (1)   9.5  

Investment Counselors of Maryland, LLC

             

803 Cathedral Street

             

Baltimore, Maryland 21201-5297

    907,650 (2)   5.8  

Janus Capital Management LLC

             

151 Detroit Street

             

Denver, Colorado 80206

    2,056,484 (3)   13.2  

Schroder Investment Management North America Inc. 

             

875 Third Avenue, 21st Floor

             

New York, NY 10022

    1,098,400 (4)   7.0  

TimesSquare Capital Management, LLC

             

1177 Avenue of the Americas, 39th Floor

             

New York, NY 10036

    1,304,650 (5)   8.4  

Wellington Management Company, LLP

             

280 Congress Street

             

Boston, MA 02210

    1,325,977 (6)   8.5  

*
Percentages based on 15,668,128 shares of common stock outstanding on August 2, 2012.

(1)
Based solely on information obtained from a Schedule 13G/A filed by Capital Research Global Investors with the SEC on February 8, 2012. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Capital Research Global Investors' Schedule 13G.

(2)
Based solely on information obtained from a Schedule 13G filed by Investment Counselors of Maryland, LLC with the SEC on January 25, 2012. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Investment Counselors of Maryland, LLC's Schedule 13G.

(3)
Janus Capital Management LLC has a direct 94.8% ownership stake in INTECH Investment Management ("INTECH") and a direct 77.8% ownership stake in Perkins Investment Management LLC ("Perkins"). Due to the above ownership structure, holdings for Janus Capital, Perkins and INTECH are aggregated for purposes of their Schedule 13G filing. Janus Capital, Perkins and INTECH are registered investment advisers, each furnishing investment advice to various investment companies registered under Section 8 of the Investment Company Act of 1940 and to individual and institutional clients (collectively, "Managed Portfolios").

As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Janus Capital may be deemed to be the beneficial owner of 2,056,484 shares or 13.2% of the shares

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    outstanding of Standard Parking common stock held by such Managed Portfolios. However, Janus Capital does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.
    Based solely on information obtained from a Schedule 13G/A filed by Janus Capital Management LLC and Janus Venture Fund with the SEC on February 14, 2012. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in the Schedule 13G/A of Janus Capital Management LLC and Janus Venture Fund.

(4)
Based solely on information obtained from a Schedule 13G/A filed by Schroder Investment Management North America Inc. with the SEC on February 16, 2012. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Schroder Investment Management North America Inc.'s Schedule 13G/A.

(5)
Based solely on information obtained from a Schedule 13G/A filed by TimesSquare Capital Management, LLC with the SEC on February 8, 2012. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in TimesSquare Capital Management, LLC's Schedule 13G/A.

(6)
Based solely on information obtained from a Schedule 13G filed by Wellington Management Co., LLP with the SEC on February 14, 2012. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Wellington Management Co.'s Schedule 13G.


Change in Control

        We are unaware of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change of control of our company.

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COMPARATIVE PER SHARE DATA

        Presented below are Standard Parking's historical per share data for the year ended December 31, 2011 and the three months ended March 31, 2012 and Central Parking's historical per share data for the year ended September 30, 2011 and the three months ended March 31, 2012. This information should be read together with the consolidated financial statements and related notes of Standard Parking that are incorporated by reference in this proxy statement and of Central Parking which are included in the section below entitled "Consolidated Financial Statements of KCPC Holdings, Inc. and Subsidiaries" beginning on page F-2. It should also be read in conjunction with the data included in the section entitled "Unaudited Pro Forma Combined Financial Information." The pro forma equivalent data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the beginning of the period presented, nor is it necessarily indicative of the future operating results or financial position of the combined company.

        Neither Standard Parking nor Central Parking paid dividends on common stock during 2011 or the three months ended March 31, 2012, and neither entity has any current intention of doing so.

(Amounts in thousands except for per share data)

 
  Three months ended
March 31, 2012
  Year ended December 31,
2011 (Standard Parking)
and September 30, 2011
(Central Parking)
 

Standard Parking historical data:

             

Earnings per share:

             

Basic

  $ 0.14   $ 1.14  

Diluted

    0.14     1.12  

Book value per share(1):

    3.37     3.21  

Central Parking historical data:

             

Loss per share(2):

             

Basic

    (0.05 )   (0.31 )

Diluted

    (0.05 )   (0.31 )

Book value per share(1):

    0.09     0.11  

Standard Parking unaudited pro forma equivalent data:

             

Loss per share(3):

             

Basic

    (0.24 )   (0.39 )

Diluted

    (0.24 )   (0.39 )

Book value per share(4):

  $ 7.31      

(1)
The historical book value per share is computed by dividing total stockholders' equity (deficit) by the number of shares of common stock outstanding at the end of the period.

(2)
The historical loss per share basic and diluted for Central Parking were calculated based on the net earnings divided by the weighted average outstanding shares of common stock.

(3)
The pro forma loss per share of Standard Parking following the consummation of the merger is computed by dividing the pro forma net loss by the pro forma weighted average number of shares outstanding.

(4)
The unaudited pro forma equivalent book value per share as of March 31, 2012 was calculated based on the total pro forma equity of the combined company at the balance sheet date of $159,163 (see "Unaudited Pro Forma Combined Balance Sheet" on page 133), divided by 21,778,711 shares of common stock (calculated based on the outstanding shares of common stock of Standard Parking at March 31, 2012 of 15,617,377 plus the 6,161,334 shares to be issued at connection with the merger).

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CENTRAL PARKING'S BUSINESS

General

        Central Parking is a leading provider of parking and related services. As of March 31, 2012, Central Parking operated 2,242 parking facilities containing over one million spaces in 38 states, the District of Columbia and Puerto Rico.

        Central Parking operates or manages multi-level parking facilities and surface lots. It also provides ancillary services, including remote management, parking consulting, shuttle bus, valet, parking meter collection and enforcement, and billing services. Central Parking operates parking facilities under three general types of arrangements: management contracts, leases and fee ownership. As of March 31, 2012, Central Parking operated 1,437 parking facilities under management contracts (including three facilities owned through a joint venture) and 802 parking facilities under leases. Central Parking owned six parking facilities (three of which are independently owned by Central Parking, and three of which are owned through a joint venture and are operated by Central Parking under a management contract), and one residential parcel owned independently by Central Parking. It is a condition of the closing of the merger that Central Parking sells the three facilities owned by it independently.


Holders of Central Parking's Securities

        As of June 1, 2012, there were 14 holders of KCPC common stock.


Parking Industry

        The commercial parking services business is very fragmented, consisting of numerous national companies and numerous small, privately-held local and regional operators, and is highly competitive. Central Parking believes it has certain competitive advantages over some of its competitors based on its efficient operation and experience.

        Management continues to view privatization of certain governmental operations and facilities and public-private partnerships ("P3s") as opportunities for the parking industry. In the U.S., several cities have awarded on-street parking fee collection and enforcement and parking meter service contracts to private sector parking companies such as Central Parking. Central Parking had nine such contracts as of March 31, 2012.


Strategic Plan

        Since 2007, when Central Parking was taken private, Central Parking has strategically streamlined its operations and focused on core competencies and what it believes to be key areas of operations. Central Parking has divested operations in several U.S. cities and in all foreign markets and U.S. territories except Puerto Rico. Most of the operations divested in the last six years are in small to medium-sized markets that Central Parking's management believes have limited growth potential. Central Parking continues to maintain a strong presence and focus its growth efforts in the major metropolitan areas throughout the U.S. In its remaining markets, Central Parking is continuing to improve profit margins by reducing the number of marginal and unprofitable operating agreements and focusing on fewer but more profitable locations. Central Parking has also divested the vast majority of its owned real estate to allow it to focus on the operation and management of parking facilities. Central Parking's strategic plan includes the following components:

    Grow the hospitality business.  USA Parking Associates ("USA Parking"), one of Central Parking's subsidiaries, is a leader in the valet industry, and Central Parking's management believes that there is a significant opportunity to use USA Parking's capability to develop a national valet business. The top three members of the executive team of USA Parking have 34 years, 24 years and 22 years of experience, respectively, with USA Parking. Today, Central Parking operates 160

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      valet locations, including operations for both Central Parking and USA Parking. Central Parking's objective is to focus on the most important aspects of the valet business, from the first contact with a potential customer to the execution of service, upon obtaining a new location. Given the importance of neat, clean and polite service, the success of Central Parking's valet business is dependent upon ensuring that its valet associates deliver service every day. To accomplish this objective, USA University, a subsidiary of USA Parking, provides training to its valet associates. USA University, which began operating in 1995, trained approximately 1,500 employees over the past year to become an integrated extension of Central Parking's client's staff and blend seamlessly into the overall hospitality experience. USA University faculty includes hospitality specialists and customer service experts. These USA University faculty members have a variety of qualifications and certifications, including Professional in Human Resources certification, Certified Mediator, Talent Plus certification, Disney Institute training, membership in the Society for Human Resources Management & American Society of Training and Development, Certified Hospitality Trainer, Certified Controlling Alcohol Risk Effectively Instructor and Ritz-Carlton Certified Leadership Center Speaker. Central Parking is expanding USA University to train a growing number of employees in Central Parking's valet operations who serve other parking operations, including Class A office buildings and residences, municipalities, airports and stadiums and entertainment complexes, to provide high-quality service. Central Parking also relies on a manager-in-training program that allows it to staff new valet locations with experienced managers.

    Drive revenue with a strong sales organization.  Central Parking is re-emphasizing the importance of developing and maintaining strong client relationships through its client services department. The primary goal of client services is to improve Central Parking's management contract retention rates and increase its share of managed contracts.

    Increase revenue through loss prevention.  Through its loss prevention initiative, Central Parking seeks to maintain a culture of integrity and to improve revenues, margins and profits at the location level. Central Parking is dedicating resources, systems and people to its loss prevention initiative to reduce revenue losses from customers paying less for the use of a parking space than they are obligated to pay and employee errors resulting in the loss of revenue related to parking transactions or misappropriating parking revenue. Central Parking's centralized loss prevention group, modeled after similar loss prevention groups in the retail industry, utilizes technology such as tracking programs that analyze transaction patterns and leverage dashboards, web-based operating and financial reporting tools, to alert field staff to errors or issues.

    Increase profitability by lowering costs.  Since 2007, Central Parking has been deploying additional technology at the lot level, including automated pay stations and other revenue collection technology. In addition, Central Parking has recently completed a centralization initiative, which involved creating new operating platforms to drive revenues, making significant investments in the latest technologies to streamline operations and implementing new systems and processes to reduce costs. Central Parking has centralized tasks such as accounting, accounts payable, cash management, management client reporting, payroll, repairs and maintenance, sales audit and monthly parking. Centralization allows Central Parking to leverage all of the benefits that come with operating over a million parking spaces and bring those benefits to the clients. Central Parking believes this investment improves customer and client service, streamlines payment processing, improves timeliness of reporting and drives operational efficiencies. In addition, Central Parking's management believes that its application of technology allows it to operate more efficiently and offer its clients a better value proposition. As an example, by centralizing revenue reporting and implementing tools and practices such as sales audit, Central Parking believes it has increased capabilities for the efficient monitoring of transaction data, helping to increase revenue at individual parking facilities by allowing management to see detailed

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      transaction data or unusual activity. Central Parking's operational dashboards allow for certain key operating metrics to be reviewed each day by the operating managers at the location, as well as Central Parking's executive management. These dashboards contain items, such as revenue, volume and rate of transient parkers, number and average price of monthly parkers added and lost, and payroll costs, that Central Parking's management believes are the most important items to focus on to operate effectively. By reviewing these metrics in a disciplined fashion, Central Parking is able to ensure that management is focused on the most important items at every location. Centralizing the call center allows Central Parking to extend the call center's hours of operation, enabling Central Parking to interact with its customers at the times that are most convenient for them. Central Parking has also launched a Focus Point initiative which allows it to perform remote management of parking operations. This initiative allows Central Parking to deliver a more consistent service level across the nation in a cost-effective manner. In addition, Central Parking has implemented an automated labor capturing process that allows its management to track real-time labor expenses for the parking facilities.

    Improve liquidity and financial strength.  Central Parking has reduced its leverage through the disposition of a significant portion of its owned real estate and by improving its working capital management. The improvement in working capital management is the result of focusing on, and reducing, the days outstanding on Central Parking's accounts receivables while increasing its days payable outstanding. Central Parking has also reduced investment in its working capital by restructuring management client relationships to reduce Central Parking's cash used to fund management clients' expenses.

        Central Parking's strategic plan is designed to capitalize on Central Parking's brand, experience and relationships to grow the profits of Central Parking. There is, however, no guarantee that Central Parking's brand, experience and relationships will lead to growth in Central Parking's profits.


Operating Strategy

        In addition to the strategic plan described above, Central Parking's management seeks to increase the revenues and profitability of its parking facilities through a variety of operating strategies, including those described below:

Emphasize Sales and Marketing Efforts

        Central Parking's management is actively involved in developing and maintaining business relationships and exploring opportunities for growth. Central Parking's management believes that its performance-based compensation system, which is designed to reward managers for increasing profitability in their respective areas of responsibility, is an important element of this strategy.

        Central Parking has maintained a strategic focus on tracking and maintaining a new business pipeline. Central Parking recently completed the development of a fully integrated sales tracking tool where all current prospects, opportunities and proposals in process are logged. This tool allows its senior management to forecast prospective sales and closing dates. Central Parking's national sales team is charged with growing its business organically, and through the use of this new sales tracking tool, Central Parking's management is able to effectively monitor and help its regional teams identify and close new opportunities expeditiously.

        Central Parking and its regional teams are active in various associations throughout the parking industry. It maintains two seats on the National Parking Association Board and is active in the International Parking Institute, Airports Council International, American Association of Airport Executives, the Stadium Managers Association, the Urban Land Institute, the Building Owners and Managers Association and various regional parking associations. Through these associations, Central

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Parking maintains direct relationships with its clients and potential clients by participating in on-going seminars, workshops and trade shows.

        Central Parking's marketing efforts are designed to expand its operations by developing lasting relationships with real estate developers and asset managers, business and government leaders and other clients. Marketing efforts are focusing on building business-to-business relationships and programs, as well as business-to-customer programs. Direct-to-business efforts are managed through coordinated initiatives at the national and local levels. Direct-to-consumer efforts also are managed through national and local collaboration and are focused at the city level. Understanding that parking is not the destination but rather supports consumer activities, Central Parking has worked with city destinations including area attraction, retail, dining and entertainment to drive consumers to its parking facilities. Leveraging key relationships with entities that offer marketing, web-based or coupon related programs at the national and local level, including AAA, American Express, Open Table, ZipCar, NYC & Co. and Theatermania, provides Central Parking with direct access to consumers at the time they are engaged in planning their activities. Central Parking typically pays a fee to these entities for their marketing related services. Central Parking has also implemented, as part of these programs, its "go-mobile" initiative by releasing mobile applications that are downloadable from the Apple App Store or Android Market, or directly from Central Parking's website.

Manage Costs

        Central Parking's managers analyze staffing and cost control issues, and each location is monitored on a monthly basis to determine whether financial results are within expected ranges. Because of the substantial performance based components of their compensation, Central Parking aims to motivate its managers at the city level and above to contain the costs of their operations.

Efficiencies From Broad Operations

        Central Parking operates in many different areas from which it can build. Specifically, Central Parking has operations, such as multilevel parking facilities, surface lots, parking consultation, shuttle services, valet services, parking meter collection and billing services in cities located in 38 states, the District of Columbia and Puerto Rico. Because of the relatively fixed nature of certain overhead at the city level and the administrative and other resources that can be shared across multiple facilities, Central Parking's management believes it has the opportunity to increase profit margins as Central Parking grows.

Pursue Privatization Opportunities and Airports

        Central Parking continues to pursue privatization opportunities, including on-street parking fee collection and enforcement, shuttle services and airport parking management. Central Parking currently has contracts for parking meter collection and enforcement in nine areas, including Mobile, Alabama; Charlotte, North Carolina; Howard County, Maryland; Newport, Rhode Island; Lowell, Massachusetts; Newport Beach, California; Riverside, California; Virginia Beach, Virginia; and Fort Meyers Beach, Florida. Central Parking currently provides airport parking management services to 18 airports, including airports in the following cities: Ft. Lauderdale, Florida; Houston, Texas; Los Angeles, California; Miami, Florida; Nashville, Tennessee; New Orleans, Louisiana; Palm Beach, Florida; San Francisco, California; and Salt Lake City, Utah.

Centralization; Provide Corporate Support

        Through its corporate support center, Central Parking seeks to provide a differentiated level of services that drives revenues and controls costs. Central Parking has assembled a team with expertise in the areas of accounting, treasury, risk management, tax, loss prevention, legal and customer support,

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including call center management, to support Central Parking's clients. Central Parking provides proprietary support solutions that include: a centralized revenue control service order system, a comprehensive system of management dashboards to allow management to review key operating metrics at any level of detail from an individual lot to the total company, a sales audit program to review transaction level detail at an individual location level and customized on-demand web-based financial reporting. Its support center services include monthly parker account management, customer services, client billing and management reporting, accounts payable, cash management, financial and accounting functions, human resources, legal services, policy and procedure development, risk management, systems design and real estate management and development.

Utilize Performance-Based Compensation

        Central Parking's performance based compensation system typically rewards managers at the general (city) manager level and above for the profitability of their respective areas of responsibility. To promote management teamwork, Central Parking normally sets a threshold for overall company performance that must be satisfied before any performance-based compensation is granted. Generally speaking, performance-based compensation payments are not made until after year end, when the financial results have been audited, and require that a manager is still actively employed and performing at an acceptable level to receive payment.

Maintain Well Defined Professional Management Organization

        To promote professionalism and consistency in Central Parking's operations, provide a career path opportunity for its managers and achieve a balance between autonomy and accountability, Central Parking has established a structured management organization.

        For its managerial positions, Central Parking seeks to recruit college graduates or people with previous parking services or hospitality industry experience. With a focus on providing excellent customer service nationwide, Central Parking has begun to leverage its training programs and the competency of its USA Parking subsidiary by training its area managers and project managers nationwide through training programs developed by USA University. New managers typically are assigned to a particular facility, where they are supervised as they manage one to five employees. Central Parking's management trainee program teaches a wide variety of organizational and management skills and techniques. As managers develop and gain experience, they have the opportunity to assume expanded responsibilities, and they may be promoted to higher management positions and increase the performance-based component of their compensation. This well defined structure provides a career path that is designed to be an attractive opportunity for prospective new hires.

Focus on Retention of Patrons

        Central Parking endeavors to provide its parking patrons with a positive experience at its facilities and, accordingly, seeks to have well lit, clean facilities and cordial employees. Each facility manager has primary responsibility for the environment at the facility and is evaluated on his or her ability to retain parking patrons. Central Parking also monitors customer satisfaction through customer surveys.

Maintain Disciplined Facility Site Selection Analysis

        Central Parking's facility site selection process for properties subject to both management contracts and leases begins with the identification of a potential facility site and the analysis of projected revenues and costs at such site by both general managers and regional managers. The managers then typically conduct an examination of a location's potential demand based on traffic patterns and counts, area demographics and possible competitors. Pro forma financial statements are then developed and

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the details of each potential new facility are reviewed by a committee consisting of members of Central Parking's executive, finance and legal teams and regional and city managers. Renewals of existing managed and leased locations are handled in the same way. Upon approval by Central Parking's management, a company representative will meet with the property owner to discuss the terms and structure of the agreement.

        Central Parking's clients include some of the nation's largest owners, developers and managers of mixed-use projects, Class A office buildings and hotels, as well as municipalities and other governmental agencies and airport authorities. Parking facilities operated by Central Parking include, among others, the Prudential Center (Boston), Time Warner Center (New York), The Beverly Center (Los Angeles), Wilshire Courtyard (Los Angeles), Citizens Bank Park (Philadelphia), Meadowlands (East Rutherford, NJ), Coors Field (Denver), the Pointe (Orlando), Rockefeller Center (New York), Crown Center (Kansas City) and various parking facilities owned by the Hyatt, Ritz Carlton and Westin hotel chains, Brookfield Properties, Beacon Properties, CBRE, Jones Lang LaSalle, Shorenstein, Thomas Properties and Transwestern. None of Central Parking's clients accounted for more than 5% of Central Parking's total revenues in any completed fiscal year since 2007.


Acquisitions

        Central Parking's acquisition strategy has been selective and focused primarily on acquisitions that Central Parking has believed will enable it to become a more efficient and cost-effective provider in selected markets. Central Parking has looked for businesses that have the potential to enhance future cash flows and can be acquired at reasonable valuations. In 2010, Central Parking completed the acquisition of Focus Point Parking, a remote parking management company located in Austin, Texas. From its Austin office, Focus Point personnel are able to monitor revenue at a parking operation and provide 24-hour-a-day customer assistance (including remedying equipment malfunctions). Central Parking has begun expanding the locations where its Focus Point technology is installed. Focus Point has been installed in 25 locations with several other locations in the process of implementing Focus Point. Central Parking's management expects this business to grow as clients focus on improving the profitability of their parking operations by decreasing labor costs at their locations through remote management.


Business Development

        Central Parking's business development efforts are designed to expand operations by developing and maintaining relationships with real estate developers and asset managers, business and government leaders, and other clients.

        Central Parking's business development efforts are decentralized and directed towards identifying new expansion opportunities within a particular city or region. Central Parking provides its managers with a significant degree of autonomy in order to encourage prompt and effective responses to local market demands, which is complemented by management support and marketing training through Central Parking's corporate offices. By developing business contacts locally, Central Parking's managers often have the opportunity to bid on projects when asset managers and property owners are dissatisfied with other operators and also to learn of possible new projects in advance of other potential bidders.

        Central Parking also undertakes business development efforts at an upper-management level, targeting developers, governmental entities, the hospitality industry, mixed-use projects and medical facilities. For example, Central Parking's current clients include, among other real estate companies and hotel chains, Boston Properties, Tishman-Speyer, Millennium Partners, Faison Associates, Shorenstein, Brookfield Properties, Jones Lang LaSalle, Westin Hotels, Ritz Carlton Hotels and Hyatt Hotels. Central Parking's management believes that providing high quality, efficient services to such companies can lead to additional opportunities as those clients expand their operations. Further, Central Parking's

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management believes that outsourcing by parking facility owners will continue to aid in the development of additional facilities and that its experience and reputation with large real estate asset managers can help it capture some of these opportunities.

        Central Parking's international operations began in the early 1990s with the formation of an international division. Since 2007, Central Parking has sold all of its international parking operations, including operations in the United Kingdom, Italy, Canada, Spain, Chile, Colombia, Peru, Poland, the Republic of Ireland and Greece to focus on operations in the continental U.S. and Puerto Rico.


Operating Arrangements

        Central Parking operates parking facilities under three general types of arrangements: management contracts, leases and fee ownership. The following table sets forth certain information regarding the number of managed, leased or owned parking facilities as of the specified dates:

 
  March 31,
2012
  September 30,
2011
  September 30,
2010
  September 30,
2009
 

Managed

    1,437     1,427     1,359     1,390  

Leased

    802     801     838     865  

Independently owned

    3     26     32     32  
                   

Total

    2,242     2,254     2,229     2,287  
                   

        The general terms and benefits of these types of arrangements are discussed below. Financial information regarding these types of arrangements is set forth in the section entitled "Central Parking Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 112.

Management Contracts

        Central Parking's responsibilities as a facility manager under a management contract generally include hiring, training and staffing parking personnel, and providing collections, accounting, record keeping, custodial (non-structural) maintenance and insurance. Central Parking is generally not responsible under its management contracts for structural, mechanical or electrical maintenance or repairs, or for providing security or guard services or for paying property taxes. Management contract revenues consist of management fees (both fixed and performance based) and fees for ancillary services such as insurance, accounting, benefits administration, equipment leasing and consulting. The cost of management contracts includes insurance premiums and claims and other indirect overhead. Central Parking is reimbursed for out-of-pocket operating expenses under most management contracts. In general, Central Parking's clients (the owners of the facilities) determine the parking rates and other prices charged to customers at the facilities that are under management contracts. Management contracts are typically for terms of one to three years and are renewable for successive one-year terms, but are typically terminable by the property owner on 30 days' notice. Central Parking's clients have the option of obtaining liability insurance on their own or having Central Parking provide insurance as part of the services provided under the management contract. Because of Central Parking's size and claims experience, Central Parking's management believes it can purchase such insurance at lower rates than Central Parking's clients can generally obtain on their own.

Leases

        Central Parking's leases generally require the payment of a fixed amount of rent, regardless of the amount of revenues or profitability generated by the parking facility. In addition, many leases also require the payment of a percentage of gross revenues above specified threshold levels. In general, leased facilities require a longer commitment and larger capital investment for Central Parking and represent a greater risk than managed facilities due to the relatively fixed nature of expenses. However,

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leased facilities often provide a greater opportunity for long-term growth in revenues and profits. The cost of parking includes rent, payroll and related benefits, depreciation, maintenance, insurance and general operating expenses. Under its leases, Central Parking is typically responsible for all facets of the parking operations, including pricing, utilities and routine maintenance. In short-to-medium-term leases, Central Parking is generally not responsible for structural, mechanical or electrical maintenance or repairs, or property taxes. However, Central Parking does often have these responsibilities in longer-term leases. Lease arrangements are typically for terms of three to ten years and generally provide for increases in base rent that are either pre-determined and recognized on a straight-line basis or have contingent payments based on changes in indices, such as the consumer price index, and are recognized when incurred.

Joint Ventures

        Central Parking has historically sought joint venture partners that are established local or regional real estate developers. Joint ventures typically involve a 50% interest in a development where the parking facility is a part of a larger multi-use project, allowing Central Parking's joint venture partners to benefit from a capital infusion to the project. Joint ventures can offer the revenue growth potential of owned lots with lower capital requirements, as major property investments can be shared with Central Parking's partners.

Disadvantaged Business Enterprise Partnerships

        Central Parking is a party to a number of disadvantaged business enterprise partnerships. These are generally partnerships formed by Central Parking and a disadvantaged business entity (defined as a for-profit small business concern majority owned by socially or economically disadvantaged individuals) to manage a facility. Central Parking generally owns 60% to 75% of the partnership interests in each partnership and typically receives management fees before partnership distributions are made to the partners.


Competition

        The parking industry is fragmented and highly competitive with relatively low barriers to entry. Central Parking competes with a variety of other companies to manage, lease and own parking facilities and faces competition for clients and employees to operate those facilities. Numerous companies, including real estate developers, hotel and property management companies and national financial services companies are either current or potential competitors of parking companies. Municipalities and other governmental entities also operate parking facilities that compete with Central Parking. Central Parking faces competition from numerous national, regional and local parking companies and from owner-operators of facilities that are potential clients for Central Parking's management services. Construction of new parking facilities near Central Parking's existing facilities increases the competition for customers and employees and can adversely affect Central Parking's business where it operates the facility under a lease or under a management contract if the fees owing to Central Parking under such management contract are variable based on the revenue or profitability of the applicable parking facility.

        Central Parking's management believes that it competes for management clients based on a variety of factors, including fees charged for services, ability to generate revenues and control expenses for clients, accurate and timely reporting of operational results, quality of customer service, and ability to anticipate and respond to industry changes. Factors that affect Central Parking's ability to compete for leased and owned locations include the ability to make financial commitments, long-term financial stability, and the ability to generate revenues and control expenses. Factors affecting Central Parking's ability to compete for employees include wages, benefits and working conditions.

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Seasonality

        Central Parking's business is subject to a modest amount of seasonality. Historically, Central Parking's results have been higher during the quarters that end on December 31 and June 30. Central Parking's management attributes the relatively lower results of the quarters that end on March 31 and September 30 to, among other factors, winter weather and summer vacations. There can be no assurance that this trend will continue in future years.


Insurance

        Central Parking has comprehensive liability insurance to cover certain claims that occur at parking facilities it leases or manages. The primary amount of such coverage is $2 million per occurrence and $2 million in the aggregate per facility. In addition, Central Parking purchases umbrella/excess liability coverage. Central Parking's various liability insurance policies have retentions of up to $250,000 that must be met before the insurance companies are required to reimburse Central Parking for costs and liabilities relating to covered claims. Central Parking has a worker's compensation policy with a per claim retention of $250,000 and a garagekeeper's legal liability policy, which has a $50,000 self-insured retention and a $1 million deductible per occurrence. Central Parking utilizes a third party administrator to process and pay filed worker's compensation claims. Central Parking also provides health insurance for many of its employees and purchases a stop-loss policy with a retention of $175,000 per claim. As a result, Central Parking is, in effect, self-insured for all claims up to the retention levels.

        Because of its experience, the size of the operations covered and its claims experience, Central Parking purchases liability insurance policies at prices that management believes represent a discount to the prices that would typically be charged to parking facility owners on a stand-alone basis. Pursuant to its management contracts, Central Parking charges its management clients for risk management at rates it believes are competitive. Typically management clients pay $2,500 for each liability claim and $5,000 for each claim of a stolen vehicle. In each case, Central Parking's management clients have the option of purchasing their own policies, provided Central Parking is protected to the same extent as it would have been under the liability policies purchased by Central Parking. A reduction in the number of clients that utilize Central Parking for risk management services could have a material adverse effect on the operating earnings of Central Parking. In addition, a material increase in insurance costs due to an increase in the number of claims, higher claims costs or higher premiums paid by Central Parking could have a material adverse effect on the operating earnings of Central Parking.


Regulation

        Central Parking's business is subject to numerous federal, state and local laws and regulations, and in some cases, municipal and state authorities directly regulate parking facilities. The facilities in New York City are, for example, subject to extensive governmental restrictions concerning automobile capacity, pricing, structural integrity and certain prohibited practices. Many cities impose a tax or surcharge on parking services, which generally range from 10% to 50% of revenues collected. Several state and local laws have been passed in recent years that encourage car-pooling and the use of mass transit or impose certain restrictions on automobile usage. These types of laws have adversely affected Central Parking's revenues and could continue to do so in the future. For example, the City of New York imposed restrictions in the wake of the September 11 terrorist attacks, which included street closures, traffic flow restrictions and a requirement for passenger cars entering certain bridges and tunnels to have more than one occupant during the morning rush hour. It is possible that cities could enact additional measures such as higher tolls, increased taxes and vehicle occupancy requirements in certain circumstances, which could adversely impact Central Parking. Central Parking is also affected by zoning and use restrictions, increases in real estate taxes, and other laws and regulations that are common to any business that owns real estate.

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        Central Parking is subject to numerous federal, state and local employment and labor laws and regulations, including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Family Medical Leave Act, wage and hour laws, and various state and local employment discrimination and human rights laws. Several cities in which Central Parking has operations either have adopted or are considering the adoption of so-called "living wage" ordinances, which could adversely impact Central Parking's profitability by requiring companies that contract with local governmental authorities and other employers to increase wages to levels substantially above the federal minimum wage. In addition, Central Parking is subject to provisions of the Occupational Safety and Health Act of 1970, as amended ("OSHA"), and related regulations. Various other governmental regulations affect Central Parking's operation of parking facilities, both directly and indirectly, including the Americans with Disabilities Act ("ADA"). Under the ADA, public accommodations, including many parking facilities, are required to meet certain federal requirements related to access and use by disabled persons. For example, the ADA generally requires garages to include handicapped spaces, headroom for wheelchair vans and elevators that are operable by disabled persons.

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In connection with the ownership or operation of parking facilities, Central Parking may be liable for any such costs. Although Central Parking is currently not aware of any material environmental claims pending or threatened against it, there can be no assurance that a material environmental claim will not be asserted against Central Parking. The cost of defending against claims of liability, or remediating a contaminated property, could have a material adverse effect on Central Parking's financial condition or results of operations.


Employees

        As of March 31, 2012, Central Parking employed approximately 14,000 individuals, including approximately 9,100 full-time and approximately 4,800 part-time employees. Approximately 4,100 of Central Parking's U.S. employees are represented by labor unions. Various union locals represent parking attendants and cashiers at the New York City facilities. Some of Central Parking's employees are also represented by labor unions in the following cities: Washington, D.C., Miami, Detroit, Philadelphia, San Francisco, Jersey City, Newark, Atlantic City, Pittsburgh, Los Angeles, Long Beach (CA), Chicago, Rochester, Syracuse, Manchester (NH) and San Juan (Puerto Rico). Central Parking frequently is engaged in collective bargaining negotiations with various union locals. Management believes that Central Parking's employee relations are generally good.


Service Marks and Trademarks

        Central Parking has registered the names CPC, Central Parking System, Central Parking Corporation and USA Parking and its logo with the U.S. Patent and Trademark Office and has the right to use them throughout the U.S. except in certain areas, including Chicago and the Atlantic City area, where other companies have the exclusive right to use the name "Central Parking." Central Parking also owns registered trademarks relating to USA Parking, Kinney System, Focus Point Parking and Allright Parking and operates various parking locations under those names. Central Parking uses the name "CPS Parking" in Seattle and Milwaukee.


Foreign and Domestic Operations

        Central Parking currently operates in 38 states in the U.S., the District of Columbia and in Puerto Rico. It does not currently have any non-U.S. operations.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CENTRAL PARKING

        The following table sets forth selected historical consolidated statement of operations data of KCPC for the fiscal years ended September 30, 2011, 2010, 2009, 2008 and 2007 and for the six months ended March 31, 2012 and 2011, and consolidated balance sheet data of KCPC as of September 30, 2011, 2010, 2009, 2008 and 2007 and as of March 31, 2012. The selected consolidated statements of operations data of KCPC for the fiscal years ended September 30, 2011, 2010 and 2009 and consolidated balance sheet data of KCPC as of September 30, 2011 and 2010 have been derived from the audited consolidated financial statements of KCPC for such fiscal years and as of such dates included in this proxy statement beginning on page F-18 and ending on page F-48. The selected consolidated statements of operations data of KCPC for the fiscal years ended September 30, 2008 and 2007 and consolidated balance sheet data of KCPC as of September 30, 2009, 2008 and 2007 have been derived from previously audited consolidated financial statements of KCPC for such fiscal years and as of such dates that are not included in this proxy statement. The consolidated statements of operations for the fiscal years ended September 30, 2008 and 2007, and the consolidated balance sheet as of September 30, 2008 and 2007, were audited by other firms and have been adjusted by management for discontinued operations and for adjustments required for consistent presentation with the other periods presented. The selected consolidated statements of operations data of KCPC for the six months ended March 31, 2012 and 2011 and consolidated balance sheet data of KCPC as of March 31, 2012 have been derived from the unaudited consolidated financial statements of KCPC for such periods and as of such dates included in this proxy statement beginning on page F-2 and ending on page F-17. The selected historical consolidated financial data of KCPC should be read in conjunction with "Central Parking Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this proxy statement and the "Consolidated Financial Statements of KCPC Holdings, Inc. and Subsidiaries" and the related notes and other financial information included elsewhere in this proxy statement.

    (Amounts in thousands)

 
   
   
  Periods ended  
 
  Six Months ended
March 31,
 
 
  September 30,    
   
 
 
  Successor September 30, 2007   Predecessor May 21, 2007  
Statement of Operations Data
  2012   2011   2011   2010   2009   2008  

Revenues before reimbursements

  $ 269,829     270,583     557,882     537,967     546,365     511,555     196,452     359,642  

Total revenues including reimbursements

  $ 393,833     401,752     824,862     799,902     845,490     874,408     331,586     564,763  

Loss from continuing operations

  $ (16,253 )   (9,641 )   (63,137 )   (100,014 )   (5,048 )   (5,418 )   (14,529 )   (30,454 )

 

 
   
  September 30,  
 
  March 31,
2012
 
Balance Sheet Data
  2011   2010   2009   2008   2007  

Total assets

  $ 483,097     701,139     827,496     932,948     1,023,075     1,348,074  

Long term obligations

  $ 216,848     402,792     408,714     396,270     448,682     659,706  

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CENTRAL PARKING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

        Central Parking is a leading provider of parking and related services. Central Parking operates parking facilities in 38 states, the District of Columbia and Puerto Rico and provides ancillary products and services, including parking consulting, shuttle, valet, on-street and parking meter enforcement and billing and collection services. Central Parking operates facilities under management contracts, property leases and at Central Parking-owned locations. A breakdown of Central Parking's parking facilities is presented in the table below: