Withdrawal of Registration Statement (rw)
May 26 2023 - 10:25AM
Edgar (US Regulatory)
TRAVELCENTERS OF AMERICA INC.
24601 Center Ridge Road
Westlake, Ohio 44145-5639
(440) 808-9100
May 26, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
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Re: |
Withdrawal of TravelCenters of America Inc.’s Registration Statement on Form S-3 (File No. 333-253662) |
Ladies and Gentlemen:
Pursuant to Rule 477
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), TravelCenters of America Inc. (the
“Registrant”) respectfully requests the withdrawal, effective as of the date hereof or as soon as practicable thereafter,
of its Registration Statement on Form S-3 (File No. 333-253662), together with all the exhibits thereto, initially filed with
the Securities and Exchange Commission on February 26, 2021, and effective as of April 7, 2021 (the “Registration Statement”).
On May 15, 2023, pursuant
to the Agreement and Plan of Merger, dated as of February 15, 2023 (the “Merger Agreement”), by and among the
Registrant, BP Products North America Inc., a Maryland corporation (“Parent”) and Bluestar RTM Inc., a Maryland corporation
and a wholly owned indirect subsidiary of Parent (“Merger Subsidiary”), Merger Subsidiary merged with and into the
Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly owned indirect subsidiary of Parent.
In connection with the Merger, the Registrant determined that it is in its best interest to withdraw the Registration Statement at this
time.
The Registrant confirms that
no securities have been sold pursuant to the Registration Statement.
The Registrant also respectfully
requests, in accordance with Rule 457(p) promulgated under the Securities Act of 1933, as amended, that all fees paid to the
Commission in connection with the filing of the Registration Statement be credited to the account of bp p.l.c., the indirect parent company
of Registrant, to be offset against the filing fee for any future registration statement or registration statements.
Please provide Eric M. Krautheimer
of Sullivan & Cromwell LLP a copy of the order consenting to the withdrawal of the Registration Statement as soon as it is available
by email at krautheimere@sullcrom.com. Should you have any questions regarding this request for withdrawal, please contact Mr. Krautheimer
by telephone at (310) 712-6678 or email at krautheimere@sullcrom.com.
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Very truly yours, |
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TRAVELCENTERS OF AMERICA INC. |
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By: |
/s/ Gregory A. Franks |
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Gregory A. Franks |
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President and Chairman |
cc: Eric
M. Krautheimer
(Sullivan & Cromwell LLP)
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