Board of TravelCenters of America recommends merger with BP

The Board of Directors of TravelCenters of America Inc. (TA) reconfirmed its recommendation that shareholders vote to merge with BP. The board said ARKO Corp.’s unsolicited proposal was neither “superior” nor “could it reasonably be expected to lead to a superior proposal.”

TravelCenters of America, which operates 281 travel centers under three brands, sold 2.3 billion gallons of fuel in 2022. In April 2022, following the implementation of a turnaround plan and several quarters of improved operating performance, TA received unsolicited interest from several groups, including from BP, to acquire the company. In response, the TA Board hired Citigroup as exclusive financial advisor and Ropes & Gray as legal advisor to consider a sale of the company.

In March 2023, ARKO Corp., one of the largest convenience store operators in the United States, proposed a counter-bid for bp’s proposed USD1.3 billion acquisition of TravelCenters of America in February 2023.

However, despite offering a “meaningful premium of USD6.00 per share” over BP’s offer of USD86 per share, ARKO plans to finance its proposed USD2.4 billion acquisition was “an amalgamation of uncommitted funding sources, etc.”

Under the terms of the pending transaction, BP will acquire all of the outstanding shares of TA common stock for USD86.00 per share in cash. The transaction price represents an 84% premium to TA’s average trading price of USD46.68 over the 30 days ended February 15, 2023, the date the BP merger agreement was signed.

The Special Meeting of Shareholders is scheduled for May 10, 2023. If approved, the transaction will close on May 15, 2023.