UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 10, 2023, TravelCenters of America Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider and vote on the proposals set forth in the definitive proxy statement filed by the Company on April 3, 2023.
The voting results at the Special Meeting were as follows:
Proposal 1: The Company’s stockholders voted to approve the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of February 15, 2023, by and among the Company, BP Products North America Inc., a Maryland corporation (“BP”), and Bluestar RTM Inc., a Maryland corporation and an indirect wholly-owned subsidiary of BP (“Merger Subsidiary”), pursuant to which Merger Subsidiary will be merged with and into the Company.
The number of shares of TravelCenters common stock cast in favor and against Proposal 1 and the number of abstentions were as follows:
| Votes For | Votes Against | Abstain | |||||
| 10,929,077 | 166,771 | 655,930 |
Proposal 2: The Company’s stockholders voted to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger.
The number of shares of TravelCenters common stock cast in favor and against Proposal 2 and the number of abstentions were as follows:
| Votes For | Votes Against | Abstain | |||||
| 5,706,704 | 5,126,352 | 918,722 |
In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if necessary, to solicit additional proxies, in the event there were insufficient votes from the Company’s stockholders to approve Proposal 1. As there were sufficient votes from the Company’s stockholders to approve Proposal 1, adjournment of the Special Meeting to solicit additional proxies was unnecessary and such proposal was not submitted to the Company’s stockholders for approval at the Special Meeting.
Item 8.01. Other Events
On May 10, 2023, the Company issued a press release announcing receipt of stockholder approval of the Merger, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit is filed herewith.
|
Exhibit No. |
Description | |
| 99.1 | Press release issued on May 10, 2023 | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TravelCenters of America Inc. | ||
| By | /s/ Mark R. Young | |
| Date: May 11, 2023 | Mark R. Young | |
| Executive Vice President and General Counsel | ||
Exhibit 99.1
For Immediate Release
TravelCenters of America Stockholders Approve Pending BP Transaction
Transaction Expected to Close on May 15, 2023
WESTLAKE, Ohio – May 10, 2023 – TravelCenters of America Inc. (Nasdaq: TA), the nationwide operator and franchisor of the TA, Petro Stopping Centers and TA Express travel center brands, today announced that, at its Special Meeting of Stockholders held earlier today, TA stockholders voted to approve TA’s merger with and into a wholly-owned indirect subsidiary of BP p.l.c. (NYSE: BP). As previously announced, under the terms of the merger agreement between TA and BP’s wholly-owned subsidiary, BP’s wholly-owned subsidiary 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 over the 30 days ending February 15, 2023, the date the BP merger agreement was signed.
TA stockholders approved the BP merger with more than 72% of the shares outstanding and 93.0% of the total shares voted in favor of the merger. The final voting results of TA’s special meeting will be reported in a Form 8-K with the U.S. Securities and Exchange Commission.
The closing of the transaction remains subject to customary closing conditions and is expected to occur on May 15, 2023. Upon completion of the transaction, shares of TA’s common stock will be canceled and will no longer trade on the Nasdaq, and TA will become a wholly-owned indirect subsidiary of BP.
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.
Investor Contact:
Stephen Colbert
TravelCenters
of America
scolbert@ta-petro.com
Media Contacts:
Tina Arundel
TravelCenters of America
tarundel@ta-petro.com
Andrew Siegel / Jack Kelleher
Joele Frank
212-355-4449