BP & TravelCenters of America Merger Becomes Official
WESTLAKE, Ohio — Put 2023's first major merger-and-acquisition deal in the books.
Houston-based BP's $1.3 billion acquisition of TravelCenters of America Inc. (TA) closed on May 15, adding 280-plus locations to BP's network, complementing its off-highway convenience and mobility business.
[Read more: TravelCenters of America Outlines Transformation Plans for 2022]
History of the Deal
TA stockholders approved the transaction with more than 72 percent of the shares outstanding and 93 percent of the total shares voting in favor of the merger at a special meeting on May 10. The tally paved the way for the deal to close three months after its announcement.
The two companies announced the transaction on Feb. 16. The acquisition agreement calls for BP to purchase the outstanding shares of TA common stock for $86 per share in cash. The sale price represents an 84 percent premium to the average trading price of the 30 days ended Feb. 15 of $46.68.
The deal spurred a small bidding war with ARKO Corp., making its own unsolicited offer for TA. The Richmond, Va.-based parent company of GPM Investments LLC's offer of $92 per share was above BP's bid; however, TA's board of directors unanimously recommended that shareholders support the deal with BP, citing a lack of committed financing as the critical deficiency of ARKO's offer.
Additionally, two independent advisory firms — Institutional Shareholder Services and Glass Lewis & Co. — recommended TA shareholders vote in favor of the BP deal. The independent proxy advisory firms made their recommendation on May 1, as Convenience Store News previously reported.
"We are thrilled to welcome the TravelCenters of America team to BP and give a turbo-boost to our convenience and mobility business in the U.S. Combining TA's sites on U.S. highways with our brilliant retail network off the highway immediately expands our offer and doubles our global convenience gross margin," said Emma Delaney, executive vice president of customers and products at BP. "By integrating BP pulse, along with biofuels and renewable natural gas businesses — and in time, hydrogen — we can help America's vital fleets and logistics companies decarbonize."
Convenience is one of five strategic transition growth engines that BP intends to grow rapidly through the decade, with around half of its anticipated cumulative $55 billion to $65 billion investments going into convenience, bioenergy and electric vehicle charging by 2030.
With the close of the acquisition, TA common shares have been converted into the right to receive $86 per share.
Westlake-based TravelCenters of America Inc. is the nation's largest publicly traded full-service travel center network. Founded in 1972, its more than 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.
The operator has more than 600 full-service and quick-service restaurants and nine proprietary brands.