Following Engagement with ARKO, TA Board Reaffirmed ARKO Proposal is Not Superior to Pending BP Transaction
April 24 2023 - 7:00AM
Business Wire
ARKO Says its Plan is to Finance $2.4 Billion
Purchase Through an Amalgamation of Uncommitted Funding Sources;
ARKO Has No Plans to Obtain a Committed Bridge Loan
ARKO Confirms Insurance Policy Discussions are
Preliminary and Cost of Insurance Unknown
Board Unanimously Recommends Shareholders Vote
FOR the Pending Merger with BP, with Closing Scheduled for May
15
TravelCenters of America Inc. (Nasdaq: TA) today announced that
after TA requested and received a contractual waiver from BP
Products North America Inc. (“BP”), TA engaged with ARKO Corp.
(“ARKO”) to diligence its proposal. Following this engagement, TA’s
Board of Directors reaffirmed that ARKO’s proposal is neither a
superior proposal nor could it reasonably be expected to lead to a
superior proposal. The Board reconfirms its recommendation that
shareholders vote FOR TA’s pending merger with BP, which, subject
to shareholder approval, is scheduled to close on May 15, 2023.
During the engagement with ARKO, TA confirmed that ARKO plans to
finance its proposed $2.4 billion acquisition of TA through an
amalgamation of uncommitted funding sources, including by entering
into unnegotiated new and expanded credit facilities, entering into
unnegotiated sale and leaseback transactions at unrealistic high
real estate valuations and using unavailable TA cash. Furthermore,
as part of this engagement, ARKO unequivocally stated that, even if
it was granted access to more diligence, it did not plan to obtain
a committed bridge loan to close a transaction with TA. ARKO also
confirmed that its discussions with an insurance provider were
preliminary and that it did not know the costs to obtain such a
policy.
TA’s Board provided a detailed response to ARKO in a letter
dated April 24, 2023. The full text of the letter from the TA Board
to ARKO, can be found here:
https://investors.ta-petro.com/investors/default.aspx, under the
link titled “ARKO Letter: April 24, 2023.”
The Special Meeting of Shareholders to approve the pending
acquisition of TA by BP is scheduled for Wednesday, May 10, 2023,
at 9:30 a.m. Eastern Time. TA shareholders of record as of the
close of business on March 23, 2023, will be eligible to vote at
the Special Meeting. Subject to shareholder approval, the
transaction is expected to close on May 15, 2023.
Under the terms of the pending transaction, BP will acquire all
of the outstanding shares of TA common stock for $86.00 per share
in cash. The transaction price represents an 84% premium to TA’s
average trading price of $46.68 over the 30 days ended February 15,
2023, the date the BP merger agreement was signed. The total equity
value of the transaction is approximately $1.3 billion.
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.
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 BP’s or TA’s 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 TA’s merger agreement with BP;
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; and the
anticipated timing of the closing of the proposed transaction .
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 TA’s Annual Report on Form 10-K filed with the SEC on March
1, 2023, and those factors detailed from time to time in TA’s other
SEC reports including quarterly reports on Form 10-Q and current
reports on Form 8-K. TA 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230423005056/en/
Investors: Stephen Colbert TravelCenters of America
scolbert@ta-petro.com Media: Tina Arundel TravelCenters of
America tarundel@ta-petro.com Andrew Siegel / Jack Kelleher Joele
Frank 212-355-4449
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