Business
TravelCenters of America Files Definitive Proxy for BP Transaction
Schedules Shareholder Meeting for BP Transaction for May 10, 2023, With Closing Expected Shortly Thereafter ARKO Proposal Does Not Constitute a Superior
About this update from Arko Corp.
[{"type":"text","content":"\nSchedules Shareholder Meeting for BP Transaction for May 10, 2023,\n\n\nWith Closing Expected Shortly Thereafter\n\n\nARKO Proposal Does Not Constitute a Superior Proposal, Including Because of its Conditional and Uncommitted Financing and its Sub-Investment Grade Credit Rating\n\n\n WESTLAKE, Ohio--(BUSINESS WIRE)--\nTravelCenters of America Inc. (Nasdaq: TA) today announced that it filed its definitive proxy statement with the Securities and Exchange Commission (“SEC”) in connection with the pending acquisition of TA by BP Products North America Inc. (“BP”). 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.\n\n\nThe 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 and regulatory approval, the transaction is expected to close three business days after the Special Meeting.\n\n\nIn a news release and letter to TA’s Board of Directors (the “Board”), both distributed on March 29, 2023, ARKO Corp. (Nasdaq: ARKO) notified the 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. 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. Accordingly, pursuant to the terms of the merger agreement with BP, ...