Item 8.01 Other Events.
The following disclosures in this Current Report on Form 8-K supplement the
disclosures contained in the Definitive Proxy Statement on Schedule 14A filed by
TravelCenters of America Inc. on April 3, 2023 (the "Proxy Statement") and
should be read in conjunction with the disclosures contained in the Proxy
Statement, which in turn should be read in its entirety. All page references are
to the Proxy Statement and terms used below, unless otherwise defined, shall
have the meanings ascribed to such terms in the Proxy Statement.
The disclosure in the section entitled "The Merger-Background of the Merger,"
beginning on page 27 of the Proxy Statement, is hereby amended and supplemented
by inserting the following paragraphs at the end of such section:
On April 10, 2023, the 30-day waiting period imposed by the HSR Act in
connection with the merger expired without action by the Federal Trade
Commission.
On April 17, 2023, the TravelCenters Board received a fourth letter from ARKO
(the "April 17 ARKO Letter") that restated the terms of the ARKO Proposal and
stated that, in connection with an acquisition of TravelCenters, ARKO would
enter into a binding insurance policy (the "ARKO Policy") with an unnamed
insurance provider to insure future lease payments under the SVC Leases. On that
same day, TravelCenters informed BP of its receipt of the April 17 ARKO Letter
pursuant to its notification obligations under the merger agreement.
On April 18, 2023, the TravelCenters Board met, with members of TravelCenters's
management and representatives of Citi, Ropes & Gray and Venable in attendance.
Representatives of Citi summarized ARKO's liquidity and proposed financing, a
representative of Ropes & Gray summarized TravelCenters's obligations under the
merger agreement with respect to an acquisition proposal and a representative of
Venable provided an overview of the directors' duties under Maryland law in the
context of the ARKO Proposal. The TravelCenters Board then discussed with
management and its advisors the ARKO Proposal and the April 17 ARKO Letter,
including the purported ARKO Policy and lack of financing certainty of the ARKO
Proposal, and the independent directors then held an executive session with the
advisors without TravelCenters's managing directors or other management present
to further discuss the ARKO Proposal. At the conclusion of these discussions,
the TravelCenters Board reaffirmed its position that, based on the information
ARKO had provided to date, the ARKO Proposal did not constitute a Superior
Proposal and could not reasonably be expected to lead to a Superior Proposal.
However, the TravelCenters Board directed TravelCenters's management to request
from BP a limited waiver of certain non-solicitation provisions in the merger
agreement to permit TravelCenters's advisors to ask ARKO questions about the
ARKO Proposal and provide ARKO an opportunity to provide additional information.
On April 18, 2023, following the TravelCenters Board meeting, members of
TravelCenters's management held a call with representatives of BP and requested
a waiver of certain non-solicitation restrictions under the merger agreement, as
directed by the TravelCenters Board. During the call, BP agreed to permit
representatives of Citi and Ropes & Gray to hold a call with ARKO.
On April 19, 2023, representatives of Citi and Ropes & Gray held a telephonic
meeting with representatives of ARKO and its advisors (the "ARKO Call"). During
the ARKO Call, representatives of ARKO responded to questions regarding the
terms and conditions of the ARKO Proposal. Among other things, ARKO acknowledged
that it had not sought a bridge financing commitment in connection with the ARKO
Proposal and had not secured certain of the financing sources identified in the
ARKO Proposal. Representatives of ARKO further noted that the purported ARKO
Policy was not ready to be entered into and that its terms and conditions,
including pricing, remained subject to diligence and negotiation.
Also on April 19, 2023, following the ARKO Call, the TravelCenters Board met
with members of TravelCenters's management, with representatives of Citi,
Ropes & Gray and Venable in attendance. Representatives of Citi and Ropes & Gray
described the ARKO Call and responded to questions from the TravelCenters Board
about the ARKO Call and the ARKO Proposal. At the conclusion of the discussion,
the TravelCenters Board reaffirmed its position that the ARKO Proposal did not
constitute a Superior Proposal and could not reasonably be expected to lead to a
Superior Proposal. The TravelCenters Board also determined to deliver a letter
to ARKO to explain its conclusion and reaffirm its recommendation.
On April 24, 2023, the TravelCenters Board delivered to ARKO a letter in
response to the April 17 ARKO Letter (the "April 24th TA Response Letter"). The
April 24th TA Response Letter communicated the TravelCenters Board's
determination that, after considering all of the information that it had
received from ARKO and the ARKO Call with respect to the ARKO Proposal, and
after consultation with its financial advisor and outside legal counsel, the
TravelCenters Board had reaffirmed its position that the ARKO Proposal, as
modified and clarified in ARKO's subsequent correspondence, did not constitute a
Superior Proposal and could not reasonably be expected to lead to a Superior
Proposal.
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