Item 8.01 Other Events.
The following disclosures in this Current Report on Form 8-K supplement
the disclosures contained in the Definitive Proxy Statement on Schedule 14A filed by TravelCenters of America Inc. on April 3, 2023
(the “Proxy Statement”) and should be read in conjunction with the disclosures contained in the Proxy Statement, which in
turn should be read in its entirety. All page references are to the Proxy Statement and terms used below, unless otherwise defined,
shall have the meanings ascribed to such terms in the Proxy Statement.
The disclosure in the section entitled “The Merger—Background
of the Merger,” beginning on page 27 of the Proxy Statement, is hereby amended and supplemented by inserting the following
paragraphs at the end of such section:
On
April 10, 2023, the 30-day waiting period imposed by the HSR Act in connection with the merger expired without action by the
Federal Trade Commission.
On
April 17, 2023, the TravelCenters Board received a fourth letter from ARKO (the “April 17 ARKO Letter”) that
restated the terms of the ARKO Proposal and stated that, in connection with an acquisition of TravelCenters, ARKO would enter into a binding
insurance policy (the “ARKO Policy”) with an unnamed insurance provider to insure future lease payments under the SVC Leases.
On that same day, TravelCenters informed BP of its receipt of the April 17 ARKO Letter pursuant to its notification obligations under
the merger agreement.
On
April 18, 2023, the TravelCenters Board met, with members of TravelCenters’s management and representatives of Citi, Ropes &
Gray and Venable in attendance. Representatives of Citi summarized ARKO’s liquidity and proposed financing, a representative
of Ropes & Gray summarized TravelCenters’s obligations under the merger agreement with respect to an acquisition proposal
and a representative of Venable provided an overview of the directors’ duties under Maryland law in the context of the ARKO Proposal.
The TravelCenters Board then discussed with management and its advisors the ARKO Proposal and the April 17 ARKO Letter, including
the purported ARKO Policy and lack of financing certainty of the ARKO Proposal, and the independent directors then held an executive session
with the advisors without TravelCenters’s managing directors or other management present to further discuss the ARKO Proposal. At
the conclusion of these discussions, the TravelCenters Board reaffirmed its position that, based on the information ARKO had provided
to date, the ARKO Proposal did not constitute a Superior Proposal and could not reasonably be expected to lead to a Superior Proposal.
However, the TravelCenters Board directed TravelCenters’s management to request from BP a limited waiver of certain non-solicitation
provisions in the merger agreement to permit TravelCenters’s advisors to ask ARKO questions about the ARKO Proposal and provide
ARKO an opportunity to provide additional information.
On April 18, 2023, following the TravelCenters
Board meeting, members of TravelCenters’s management held a call with representatives of BP and requested a waiver of certain non-solicitation
restrictions under the merger agreement, as directed by the TravelCenters Board. During the call, BP agreed to permit representatives
of Citi and Ropes & Gray to hold a call with ARKO.
On April 19, 2023, representatives of Citi
and Ropes & Gray held a telephonic meeting with representatives of ARKO and its advisors (the “ARKO Call”). During
the ARKO Call, representatives of ARKO responded to questions regarding the terms and conditions of the ARKO Proposal. Among other things,
ARKO acknowledged that it had not sought a bridge financing commitment in connection with the ARKO Proposal and had not secured certain
of the financing sources identified in the ARKO Proposal. Representatives of ARKO further noted that the purported ARKO Policy was not
ready to be entered into and that its terms and conditions, including pricing, remained subject to diligence and negotiation.
Also on April 19, 2023, following the ARKO
Call, the TravelCenters Board met with members of TravelCenters’s management, with representatives of Citi, Ropes & Gray
and Venable in attendance. Representatives of Citi and Ropes & Gray described the ARKO Call and responded to questions from the
TravelCenters Board about the ARKO Call and the ARKO Proposal. At the conclusion of the discussion, the TravelCenters Board reaffirmed
its position that the ARKO Proposal did not constitute a Superior Proposal and could not reasonably be expected to lead to a Superior
Proposal. The TravelCenters Board also determined to deliver a letter to ARKO to explain its conclusion and reaffirm its recommendation.
On April 24, 2023, the TravelCenters Board
delivered to ARKO a letter in response to the April 17 ARKO Letter (the “April 24th TA Response Letter”). The April 24th
TA Response Letter communicated the TravelCenters Board’s determination that, after considering all of the information that it had
received from ARKO and the ARKO Call with respect to the ARKO Proposal, and after consultation with its financial advisor and outside
legal counsel, the TravelCenters Board had reaffirmed its position that the ARKO Proposal, as modified and clarified in ARKO’s subsequent
correspondence, did not constitute a Superior Proposal and could not reasonably be expected to lead to a Superior Proposal.