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ARKO Corp. Details Significant Updates Provided to Travel Center of America’s Board on Superior Acquisition Proposal
Superior Proposal of $92 per share backed by additional capacity, underscoring ARKO’s confidence in obtaining financing for a potential transaction RICHMOND,
About this update from Arko Corp.
[{"type":"text","content":"Superior Proposal of $92 per share backed by additional capacity, underscoring ARKO’s confidence in obtaining financing for a potential transaction\nRICHMOND, Va., March 29, 2023 (GLOBE NEWSWIRE) -- ARKO Corp. (Nasdaq: ARKO) (“ARKO”), a Fortune 500 company and one of the largest convenience store operators in the United States, today issued a letter to TravelCenters of America’s (NASDAQ: TA) (“TravelCenters”) Board, setting forth additional details of ARKO’s financing in connection with its proposal to acquire TravelCenters, and again asking for TravelCenters’ engagement with ARKO in the sale process. The letter, as well as a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2023, discloses a second amendment to ARKO’s Standby Real Estate Purchase, Designation and Lease Program agreement (“Program Agreement”) with Oak Street, a Division of Blue Owl Capital (“Oak Street”), in which Oak Street has agreed, subject to the terms contained in the Program Agreement, to provide for an additional $1.25 billion of capacity specifically to finance ARKO’s acquisition of TravelCenters. In addition to the additional capacity provided by the amended Program Agreement, ARKO has significant additional liquidity through cash, cash equivalents, and availability under its existing credit lines. ARKO has never required any financing conditions and has closed every acquisition it has put under contract. ARKO’s proposal to TravelCenters offers no financing-related conditions. TravelCenters’ Board has refused to engage at all with ARKO since ARKO originally submitted, on March 14, 2023, a superior proposal of $92 a share, a nearly 7% premium to the $86 per share price pursuant to TravelCenters’ existing merger agreement with BP Products North America Inc., a wholly owned indirect subsidiary of BP p.l.c. (NYSE: bp). ARKO’s proposal was further improved on March 27, 2023, including ARKO’s willingness to pre-pay $202 million for 11 years of lease payments, using the same discount rate as BP’s proposal, in comparison to BP’s proposal to pre-pay $188 million for 10 years of lease payments. ARKO believes it is riskless to TravelCenters’ stockholders for TravelCenters’ Board to engage with ARKO, and that doing so could reasonably be expected to lead to a superior proposal. ARKO has retained financial and legal advisors ...