UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note.
As previously disclosed, on February 15, 2023, TravelCenters of America Inc., a Maryland corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, BP Products North America Inc., a Maryland corporation (“Parent”), and Bluestar RTM Inc., a Maryland corporation and an indirect wholly-owned subsidiary of Parent (“Merger Subsidiary”), and, on May 15, 2023, Merger Subsidiary merged with and into the Company (the “Merger”) on the terms and conditions set forth in the Merger Agreement, with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company 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 “Senior Notes”) under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by filing an application with the Securities and Exchange Commission (the “SEC”) on Form 25 on or about May 26, 2023. The Company expects the delisting of the Senior Notes to become effective on or about June 5, 2023. After the delisting of the Senior Notes, the Company plans to file a Form 15 with the SEC to suspend its reporting obligations pursuant to Section 15(d) of the Exchange Act.
The Company has instructed the trustee for the Senior Notes, U.S. Bank Trust Company, National Association (the “Trustee”), to disseminate a Notice of Full Redemption (the “Redemption Notice”) to all registered holders of the Senior Notes. The Company will redeem all of the outstanding Senior Notes on June 15, 2023 (the “Redemption Date”). The redemption price for the Senior Notes is equal to 100% of the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest, if any, up to but excluding the Redemption Date. Book-entry interests in the Senior Notes represented by global notes will be redeemed in accordance with the standard procedures of The Depository Trust Company.
This Current Report on Form 8-K does not constitute a notice of redemption with respect to the Senior Notes. The Company called the Senior Notes for redemption only by, and pursuant to the terms of, the Redemption Notice.
The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 7.01 Regulation FD Disclosure.
On May 16, 2023, the Company announced its intention to voluntarily delist from Nasdaq and deregister its Senior Notes from Nasdaq and to instruct the Trustee to disseminate the Redemption Notice to all registered holders of the Senior Notes, which press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release issued on May 16, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
Date: May 16, 2023
| TRAVELCENTERS OF AMERICA INC. | ||
| By: | /s/ Gregory A. Franks | |
| Name: Gregory A. Franks | ||
| Title: President and Chairman | ||
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Exhibit 99.1
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.
WESTLAKE, Ohio – May 16, 2023 – 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.