TravelCenters of America is moving forward with an acquisition deal with bp rather than with an unsolicited offer by Arko.
Ahead of a special meeting of shareholders, TravelCenters of America Inc. has filed its definitive proxy statement with the Securities and Exchange Commission (SEC) in connection with bp Products North America Inc.’s acquisition. bp, which in February reached an agreement to purchase TA, will acquire all of the outstanding shares of TA common stock for $86 per share in cash. The total equity value of the transaction is approximately $1.3 billion.
- BP is No. 7, GPM is No. 6 and TravelCenters of America is No. 29 on CSP’s Top 40 update to the 2022 Top 202 ranking of U.S. convenience-store chains by company-owned store count. Watch for the updated list in June.
London-based integrated oil company bp, with U.S. headquarters in Chicago, owns convenience-store brands ampm, La Palma, California, and Thorntons, Louisville, Kentucky, which it acquired in August 2021.
The special meeting of shareholders to approve the pending acquisition of TA by bp is scheduled for May 10. TA shareholders of record as of the close of business on March 23, 2023, will be eligible to vote at the special meeting. The companies expect the transaction to close three business days after the special meeting, subject to shareholder and regulatory approval.
The transaction price represents an 84% premium to TA’s average trading price of $46.68 over the 30 days ended Feb. 15, 2023, the date TA and bp signed the merger agreement.
TA also acknowledged a March 29 letter to its board of directors and a related news release by Arko Corp., which had emerged as a rival bidder to bp, that Arko has enhanced its initial offer for the truckstop network. TA previously rejected Arko’s initial $92-per-share bid.
Arko Corp., which owns 100% of GPM Investments, is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Richmond, Virginia-based Arko operates in four reportable segments: retail, wholesale, fleet fueling and petroleum supply. GPM Investments owns and operates c-store brands including Fas Mart, Shore Stop, Scotchman, BreadBox, Young's, Li'l Cricket, Next Door Store, Village Pantry, Apple Market, Jiffi Stop, Admiral, Roadrunner Markets, Jiffy Food Marts, E-Z Mart, 1 Stop, TownStarr, ExpressStop and Handy Mart.
Arko’s letter and release notified the board that it had increased the potential availability of its existing standby real estate purchase program, TA said.
“Neither the news release nor the letter addressed the deficiencies in Arko’s proposal previously identified by TA’s board, including that Arko’s potential financing is conditional and uncommitted and that Arko’s sub-investment grade credit rating is not acceptable to TA’s landlord who owns the majority of TA’s properties and whose approval of a change of control of TA is required pursuant to the terms of those leases for the transaction,” TA said. “As a result of all the deficiencies in Arko’s proposal, the TA board previously unanimously determined that the Arko proposal does not constitute a superior proposal and could not reasonably be expected to lead to a superior proposal. Accordingly, pursuant to the terms of the merger agreement with bp, TA, including its advisors, is contractually prohibited from engaging with Arko.”
Westlake, Ohio-based TA, a publicly traded, full-service travel center network, has 281 locations in 44 states and Canada, 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. The Westlake, Ohio-based company operates more than 600 full-service and quick-service restaurants and nine proprietary brands, including Iron Skillet and Country Pride.
Members help make our journalism possible. Become a CSP member today and unlock exclusive benefits, including unlimited access to all of our content. Sign up here.