WESTLAKE, Ohio, May 16, 2023
/PRNewswire/ -- TravelCenters of America Inc. (Nasdaq: TA), the
nationwide operator and franchisor of the TA, Petro Stopping
Centers and TA Express travel center brands, announced
yesterday the completion of the all-cash acquisition of TA by BP
Products North America Inc.
Notice of Intent to Delist and Deregister Senior Notes
(Nasdaq: TANNI; TANNL; TANNZ)
In connection with the closing of the transaction, TA announced
today that it has notified The Nasdaq Stock Market LLC ("Nasdaq")
of its intention to voluntarily delist from the Nasdaq Global
Select Market and deregister its 8.25% Senior Notes due 2028 (CUSIP
Number 894174200), 8.00% Senior Notes due 2029 (CUSIP Number
894174309), and 8.00% Senior Notes due 2030 (CUSIP Number
894174408) (collectively, the "Notes") and its intention to file a
Notification of Removal from Listing on Form 25 on or about
May 26, 2023 (the "Form 25") with the
US Securities and Exchange Commission ("SEC"). As a result, TA
expects the delisting of the Notes to become effective on or about
June 5, 2023, from which time the
Notes will no longer be listed on the Nasdaq. TA has not made
arrangements for the listing and/or registration of the Notes on
another national securities exchange or quotation medium.
Notice of Intent to Redeem Senior Notes
TA announced today that it will redeem all of the Notes
outstanding on June 15, 2023 (the
"Redemption Date"). The redemption price for the Notes is equal to
100.00% of the principal amount of the Notes being redeemed, plus
accrued and unpaid interest, if any, to but excluding the
Redemption Date.
TA has instructed the trustee for the Notes, U.S. Bank National
Association (the "Trustee"), to distribute a notice of redemption
to all registered holders of the Notes. Redemption with respect to
book-entry interests in the Notes represented by global notes will
be done in accordance with the standard procedures of The
Depository Trust Company.
This news release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
TA reserves the right, for any reason, to delay any of the
filings described above, to withdraw them prior to effectiveness,
and to otherwise change its plans in respect of delisting the Notes
and the termination of its reporting obligations with respect to
the Notes under applicable U.S. federal securities laws in any
way.
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 Parent's or TravelCenters' 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, without limitation, the effect of the announcement of the
proposed transaction on the ability of TravelCenters to retain and
hire key personnel and maintain relationships with customers,
suppliers and others with whom TravelCenters does business, or on
TravelCenters operating results and business generally; risks that
the proposed transaction disrupts current plans and operations and
the potential difficulties in employee retention as a result of the
proposed transaction; the outcome of any legal proceedings related
to the proposed transaction; the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Merger Agreement, including circumstances requiring a party to pay
the other party a termination fee pursuant to the Merger Agreement;
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, including
the ability to secure regulatory approvals on the terms expected,
at all or in a timely manner; the ability of Parent to implement
its plans, forecasts and other expectations with respect to its
business after the completion of the proposed transaction and
realize expected benefits; business disruption following 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 TravelCenters' Annual Report on Form 10-K
filed with the SEC on March 1, 2023,
as amended, and those factors detailed from time to time in
TravelCenters' other SEC reports including quarterly reports on
Form 10-Q and current reports on Form 8-K. TravelCenters 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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/travelcenters-of-america-inc-announces-intention-to-delist-8-25-senior-notes-due-2028--8-00-senior-notes-due-2029--and-8-00-senior-notes-due-2030-nasdaq-tanni-tannl-tannz-from-the-nasdaq-301825324.html
SOURCE bp America