TravelCenters of America Inc. (TA) engaged with ARKO Corp. on ARKO’s proposal. This was after TA requested and received a contractual waiver from BP Products North America Inc.
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.
This follows TIG Advisors’, a significant shareholder in TA, request that TA speak with ARKO on the proposal, according to FreightWaves Inc.
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 un-negotiated new and expanded credit facilities, entering into un-negotiated 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 were 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 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. TA shareholders of record as of the close of business on March 23, 2023, will be eligible to vote at the Special Meeting.
Under the terms of the pending transaction, BP will acquire all of the outstanding shares of TA common stock for $86 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 Feb. 15, 2023, the date the BP merger agreement was signed. The total equity value of the transaction is approximately $1.3 billion.
Founded in 1972 and headquartered in Westlake, Ohio, TA’s 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.