TravelCenters of America, Inc. Announces the Completion of its Offer and Related Consent Solicitation for its Outstanding Warrants
WESTLAKE, Ohio, Jan. 11, 2007 -- TravelCenters of America, Inc. ("TA") announced today the successful completion of its previously announced offer to settle all of its outstanding warrants (CUSIP Nos. 894172121, 894172113 and U89398116) (the "Warrants") to purchase TA's common stock, par value $0.0001 per share (the "Common Stock") and its consent solicitation to amend the warrant agreement (the "Warrant Agreement") pursuant to which the Warrants were issued. The offer and consent solicitation expired at 5:00 p.m., New York City time, on January 10, 2007. As of such time, TA received tenders of Warrants and related consents from Warrant holders representing more than a majority of the outstanding Warrants.
The offer and consent solicitation were made in connection with TA's previously announced agreement with Hospitality Properties Trust under which HPT will acquire TA (the "Merger"). TA expects this transaction to close at the end of January 2007.
As a result of receiving consents from holders of a majority of the outstanding Warrants, TA executed an amendment to the Warrant Agreement modifying the terms governing the termination and expiration of the Warrants. At the effective time of the Merger, each outstanding and unexercised Warrant will be cancelled by TA and converted to the right to receive cash from HPT without further action (subject to any applicable withholding taxes) in an amount equal to (1) the total number of shares of Common Stock for which a holder's Warrant was exercisable, multiplied by (2) the excess of the per share merger consideration (as calculated in accordance with the agreement with HPT) over the exercise price per share of the Common Stock with respect to such Warrant, without interest thereon.
All terms and conditions of the offer and consent solicitation are set forth in TA's Offer and Consent Solicitation Statement dated November 21, 2006 (the "Statement") and the related Consent and Letter of Transmittal.
The depositary and consent agent is U.S. Bank National Association. Any questions or requests for assistance may be directed to James W. George, Executive Vice President and Chief Financial Officer of TA (telephone no. (440) 808-3002). Requests for documentation may be directed to U.S. Bank National Association, as depositary and consent agent (telephone no. (800) 934-6802).
This press release contains statements which are forward-looking statements within the meaning of applicable federal securities laws and are based upon TA's current expectations and assumptions which are subject to a number of risks and uncertainties which could cause actual results to materially differ from those anticipated.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell Warrants or Common Stock. The offer and consent solicitation was made only pursuant to the offer and consent solicitation documents, including the Statement and related Consent and Letter of Transmittal, that TA distributed to Warrant holders.
TravelCenters of America, Inc., headquartered in Westlake, Ohio, is the largest network of full-service travel centers in North America. TA has more than 12,000 employees at 163 locations in 40 states along the U.S. Interstate Highway system and one location in Ontario, Canada. With more than 30 years of experience, TravelCenters of America has established itself as a leader in serving professional drivers and motorists alike. For more information, go to: www.tatravelcenters.com.