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.