TA’s Board Unanimously Concluded that ARKO’s
Unsolicited Proposal Bears Significant Financing and Closing Risk
Given ARKO’s Lack of Committed Financing and Sub-Investment Grade
Credit Rating and is Not in the Best Interest of TA
Shareholders
TravelCenters of America Inc. (Nasdaq: TA) today confirmed that
the Board of Directors (the “Board”) previously reviewed and
determined that the conditional, unsolicited and unfinanced
proposal from ARKO Corp. (Nasdaq: ARKO) to acquire TA is neither
superior to the transaction TA previously agreed to with BP
Products North America Inc. (“BP”) nor is it likely to lead to a
superior proposal.
In a news release and letter to TA, both distributed on March
27, 2023, ARKO restated the terms of its March 14, 2023 proposal
and asked TA’s Board to reconsider its proposal.
On March 14, 2023, ARKO submitted an unsolicited, non-binding
indication of interest to acquire TA. Following a comprehensive
review with its financial and legal advisors, the TA Board
unanimously concluded that ARKO’s proposal did not constitute a
superior proposal and could not reasonably be expected to lead to a
superior proposal. Among the reasons the Board determined that
ARKO’s proposal was neither a superior proposal nor likely to lead
to a superior proposal was the high level of execution risk
resulting from ARKO’s failure to obtain committed financing and
that ARKO’s sub-investment grade credit rating was not attractive
to Service Properties Trust (Nasdaq: SVC), the landlord of most of
TA’s properties.
As previously announced on February 16, 2023, TA entered into a
merger agreement with BP, pursuant to which BP will acquire all of
the outstanding shares of TA common stock for $86.00 per share in
cash, which represents an 84% premium to the average trading price
of the prior 30 trading days before announcement. The BP
transaction was unanimously approved by the TA Board of
Directors.
The BP transaction is the result of an extensive process during
which TA and its advisors engaged with multiple potential buyers
who the TA Board believed could close with cash on hand or
otherwise had committed financing. In addition, in order to meet
SVC’s minimum credit criteria for the new tenant and guarantor of
the leases between TA and SVC, only parties that had a minimum
investment grade credit rating of BBB/Baa2 were invited into the
process. BP is financing the transaction with cash on hand and has
an investment grade credit rating of A3/A-. As ARKO concedes, ARKO
requires third party capital to close any potential acquisition and
its sub-investment credit rating of B+/B2 is several notches below
BBB/Baa2.
A condition to consummation of the BP transaction is approval by
shareholders who own a majority of TA’s shares outstanding. SVC,
which owns 7.8% of TA’s shares outstanding, and The RMR Group
(Nasdaq: RMR), which owns 4.1% of TA’s shares outstanding, both
have agreed to vote their shares in favor of the transaction. TA
has set a record date of March 23, 2023 and has filed its
preliminary proxy statement for shareholder approval of the BP
transaction. Subject to shareholder and regulatory approval, the
parties are targeting closing the acquisition by mid-year 2023.
About TravelCenters of
America
TravelCenters of America Inc. (Nasdaq: TA) is the nation's
largest publicly traded full-service travel center network. Founded
in 1972 and headquartered in Westlake, Ohio, its over 18,000 team
members serve guests in 281 locations in 44 states, principally
under the TA®, Petro Stopping Centers® and TA Express® brands.
Offerings include diesel and gasoline fuel, truck maintenance and
repair, full-service and quick-service restaurants, travel stores,
car and truck parking and other services dedicated to providing
great experiences for its guests. TA is committed to
sustainability, with its specialized business unit, eTA, focused on
sustainable energy options for professional drivers and motorists.
TA operates over 600 full-service and quick-service restaurants and
nine proprietary brands, including Iron Skillet® and Country
Pride®. For more information, visit www.ta-petro.com.
Additional Information
and Where to Find It
This communication may be deemed solicitation material in
respect of the proposed acquisition of TravelCenters of America
Inc. (“TravelCenters”) by BP Products North America Inc.
(“Parent”). This communication does not constitute a solicitation
of any vote or approval. In connection with the proposed
transaction, TravelCenters plans to file with the U.S. Securities
and Exchange Commission (the “SEC”) and mail or otherwise provide
to its stockholders a proxy statement regarding the proposed
transaction. TravelCenters may also file other documents with the
SEC regarding the proposed transaction. This document is not a
substitute for the proxy statement or any other document that may
be filed by TravelCenters with the SEC.
BEFORE MAKING ANY VOTING DECISION, TRAVELCENTERS’ STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT
BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY TRAVELCENTERS
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR
INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at a
TravelCenters stockholder meeting to approve the proposed
transaction or related matters, or other responses in relation to
the proposed transaction, should be made only on the basis of the
information contained in TravelCenters’ proxy statement.
Stockholders may obtain a free copy of the proxy statement and
other documents TravelCenters files with the SEC (when available)
through the website maintained by the SEC at www.sec.gov.
TravelCenters makes available free of charge on its investor
relations website at investors.ta-petro.com/investors copies of
materials it files with, or furnishes to, the SEC.
The proposed transaction will be implemented solely pursuant to
the Agreement and Plan of Merger by and among TravelCenters,
Bluestar RTM Inc. and Parent, dated as of February 15, 2023 (the
“Merger Agreement”), which contains the full terms and conditions
of the proposed transaction.
Participants in the
Solicitation
TravelCenters and certain of its directors, executive officers
and certain employees and other persons may be deemed to be
participants in the solicitation of proxies from TravelCenters’
stockholders in connection with the proposed transaction. Security
holders may obtain information regarding the names, affiliations
and interests of TravelCenters’ directors and executive officers in
TravelCenters’ Annual Report on Form 10-K for the fiscal year ended
December 31, 2023, which was filed with the SEC on March 1, 2023,
and its definitive proxy statement for the 2022 annual general
meeting of stockholders, which was filed with the SEC on April 7,
2022. To the extent the holdings of TravelCenters’ securities by
TravelCenters’ directors and executive officers have changed since
the amounts set forth in TravelCenters’ proxy statement for its
2022 annual general meeting of stockholders, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Investors may obtain additional information
regarding the interests of participants in the solicitation of
proxies from TravelCenters’ stockholders in connection with in the
proposed transaction, which may, in some cases, be different than
those of TravelCenters’ stockholders generally, by reading the
proxy statement relating to the proposed transaction when it is
filed with the SEC and other materials that may be filed with the
SEC in connection with the proposed transaction when they become
available. These documents (when available) may be obtained free of
charge from the SEC’s website at www.sec.gov and the investor
relations page of the TravelCenters’ website at
https://investors.ta-petro.com/.
Warning Regarding
Forward Looking Statements
This communication contains “forward-looking statements,”
including statements containing the words “expect,” “intend,”
“plan,” “believe,” “will,” “should,” “would,” “could,” “may,” and
words of similar meaning, as well as other words or expressions
referencing future events, conditions or circumstances. Statements
that describe or relate to Parent’s or TravelCenters’ plans, goals,
intentions, strategies, or financial outlook, and statements that
do not relate to historical or current fact, are examples of
forward-looking statements. Examples of forward-looking statements
include, the occurrence of any event, change or other circumstances
that could give rise to the termination of the Merger Agreement,
including circumstances requiring a party to pay the other party a
termination fee pursuant to the Merger Agreement; the ability of
the parties to consummate the proposed transaction on a timely
basis or at all; the satisfaction of the conditions precedent to
consummation of the proposed transaction, including the ability to
secure regulatory approvals on the terms expected, at all or in a
timely manner;. Forward-looking statements are not guarantees of
future performance, and there are a number of important factors
that could cause actual outcomes and results to differ materially
from the results contemplated by such forward-looking statements,
including those factors listed in the section entitled “Risk
Factors” in Item 1A of TravelCenters’ Annual Report on Form 10-K
filed with the SEC on February 23, 2022, and those factors detailed
from time to time in TravelCenters’ other SEC reports including
quarterly reports on Form 10-Q and current reports on Form 8-K.
TravelCenters does not undertake any obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as otherwise
required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230327005745/en/
Investor Contact: Stephen Colbert TravelCenters of
America scolbert@ta-petro.com Media Contacts: Tina Arundel
TravelCenters of America tarundel@ta-petro.com Andrew Siegel / Jack
Kelleher Joele Frank 212-355-4449
TravelCenters of America (NASDAQ:TA)
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