Item 8.01 Other Events.
The Conversion was unanimously approved by the Company’s Board of Directors on May 23, 2019. The Reverse Split was approved by the Company’s Board of Directors on July
29, 2019. In accordance with the Amended and Restated Limited Liability Company Agreement of the Company (the “LLC Agreement”), no vote of the shareholders is required or will be sought for the Conversion or the Reverse Split.
Plan of Conversion
On July
30, 2019, to implement the Conversion, the Company filed with the Secretary of State of the State of Delaware the Certificate of Conversion to a Corporation (the “Certificate of Conversion”) and with the State Department of Assessments and Taxation of Maryland, the Articles of Conversion to a Corporation (the “Articles of Conversion,”) and the Articles of Incorporation of the Corporation (the “Articles of Incorporation”). Pursuant to these filings, the Company expects the Conversion to become effective at 12:01 a.m. (Eastern Time) on August 1, 2019 (the “Effective Time”). Upon the Conversion, the Corporation will be named “TravelCenters of America Inc.”
At the Effective Time, the Company will convert to the Corporation and effect the Reverse Split pursuant to a plan of conversion (the “Plan of Conversion”), and the Articles of Incorporation and the Amended and Restated Bylaws of the Corporation (the “Bylaws”) will become effective.
The foregoing description of the Plan of Conversion, the Certificate of Conversion, the Articles of Conversion, the Articles of Incorporation and the Bylaws does not purport to be complete and is qualified in its entirety by reference to Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 to this Current Report on Form 8-K, respectively, which are incorporated herein by reference.
Common Stock of the Corporation; Reverse Stock Split
On July
30, 2019, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Certificate of Conversion and the Articles of Conversion had been filed with the Secretary of State of the State of Delaware and the State Department of Assessments and Taxation of Maryland, respectively. At the Effective Time, each five (5) common shares of the Company, representing limited liability company interests of the Company (“Common Shares”), outstanding immediately prior to the Effective Time will be converted into one (1) issued and outstanding, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Corporation (“Common Stock”); provided that any resulting fractional shares will be settled in cash in lieu of being issued. The Company will request that, as of the open of trading on August 1, 2019, Nasdaq cease trading of the Common Shares and commence trading of the Common Stock on Nasdaq under the existing ticker symbol “TA.” It is anticipated that the holders of Common Shares at the Effective Time, to the extent that they hold Common Shares in certificated form, will be required to tender their Common Share certificates for Common Stock certificates (reflecting the Conversion and the Reverse Split). A new CUSIP number will be issued for the Common Stock of the Corporation and will become effective upon the Effective Time.
Rights of Stockholders
The Articles of Incorporation and the Bylaws provide the Corporation’s stockholders following the Conversion with substantially the same rights and obligations that members have in the LLC Agreement and the Amended and Restated Bylaws of the Company other than those changes that are incidental to becoming a Maryland corporation. Following the Conversion, except as otherwise expressly provided in the Articles of Incorporation and the Bylaws, the holders of Common Stock will be entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote on under the Maryland General Corporation Law (the “MGCL”), including
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