TravelCenters of America Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
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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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