TravelCenters of America to Move Forward With BP Deal
WESTLAKE, Ohio — TravelCenters of America Inc. (TA) is the taking final steps to move forward with its sale to BP.
The chain announced it has filed a definitive proxy statement with the Securities and Exchange Commission in connection with the pending acquisition and scheduled a special meeting of TA shareholders for Wednesday, May 10.
TA shareholders of record as of the close of business on March 23 will be eligible to vote at the special meeting.
Under terms of the pending transaction, BP will acquire all outstanding shares of TA common stock for $86 per share in cash, as Convenience Store News reported. This price represents an 84 percent premium to TA's average trading price of $46.68 per share over the 30 days ended Feb. 15, 2023, the date the BP merger agreement was signed. The total equity value of the deal is approximately $1.3 billion.
In late March, Richmond, Va.-based ARKO Corp., parent company of GPM Investments LLC, identified itself as a previously unknown rival bidder for the travel center operator and requested that TA reconsider its offer of $92 per share of TA stock. On March 29, shortly after the TA board of directors reaffirmed its unanimous approval to sell to BP, ARKO sent a letter to the TA board with additional details of its financing and again asked TA to engage with it regarding a possible sale. The company also notified the TA board that it had increased the potential availability of its existing standby real estate purchase program.
"Neither the news release nor the letter addressed the deficiencies in ARKO's proposal previously identified by TA's board, including that ARKO's potential financing is conditional and uncommitted and that ARKO's sub-investment grade credit rating is not acceptable to TA's landlord who owns the majority of TA's properties and whose approval of a change of control of TA is required pursuant to the terms of those leases for the transaction," TA stated on April 3.
"As a result of all the deficiencies in ARKO's proposal, the TA board previously unanimously determined that the ARKO proposal does not constitute a superior proposal and could not reasonably be expected to lead to a superior proposal," the statement continued. "Accordingly, pursuant to the terms of the merger agreement with BP, TA, including its advisors, is contractually prohibited from engaging with ARKO."
Subject to shareholder and regulatory approval, the sale to BP is now expected to close three business days after the May special meeting of shareholders.
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, including Iron Skillet and Country Pride.