TravelCenters of America LLC Announces August 1st as Effective Date for Conversion from Limited Liability Company to Maryland...
July 30 2019 - 4:52PM
Business Wire
Company to Complete One-for-Five Reverse Stock
Split and Begin Trading on a Split-Adjusted Basis at Market Open on
August 1, 2019
TravelCenters of America LLC (Nasdaq: TA) today announced that
effective August 1, 2019, it will convert, as previously announced,
from a limited liability company organized in Delaware to a
corporation organized in Maryland. The Company also announced that
its Board of Directors has approved a one (1)-for-five (5) reverse
stock split that will occur concurrently with the conversion.
The Company expects the conversion to become effective at 12:01
am. (Eastern Time) on August 1, 2019 (the “Effective Time”). Upon
the conversion, the Company will be named “TravelCenters of America
Inc.”
Andy Rebholz, Chief Executive Officer and
Managing Director of TA, made the following statement:
“The decisions by TA’s Board of Directors to
approve the conversion of TA to a corporation and effect a reverse
stock split were made primarily to encourage ownership by a broader
group of investors that may share our belief in TA’s business plan
and growth programs.”
At the Effective Time, each five (5) shares of the Company,
representing limited liability company interests of the Company
outstanding immediately prior to the Effective Time will be
converted into one (1) issued and outstanding, fully paid and
nonassessable share of common stock of the Maryland corporation
(“Common Stock”). No fractional shares will be issued in connection
with the reverse stock split. Each stockholder that would have been
entitled to receive a fractional share of Common Stock as a result
of the reverse stock split will receive cash in lieu of such
fractional share. A new CUSIP number CUSIP #89421B109 has been
issued for the Common Stock.
Shares of TA Common Stock will begin trading on the
split-adjusted basis under the Company’s existing trading symbol
“TA” at the open of trading on the Nasdaq on August 1, 2019. The
reverse stock split will reduce the number of shares issued and
outstanding from approximately 40.4 million shares to approximately
8.1 million shares.
EQ Shareholder Services is acting as the exchange agent and
transfer agent for the reverse stock split and will provide
instructions to stockholders with physical certificates regarding
the process for exchanging their pre-split share certificates for
post-split stock certificates. Persons who hold their shares in
brokerage accounts or “street name” are not expected to take action
to affect the exchange of their shares, but should follow
applicable instructions, if any, provided by their brokers.
About TravelCenters of America LLC:
TA's nationwide business includes travel centers located in 43
U.S. states and in Canada and standalone restaurants in 13 states.
TA's travel centers operate under the "TravelCenters of America,"
"TA," "TA Express," "Petro Stopping Centers" and "Petro" brand
names and offer diesel and gasoline fueling, restaurants, truck
repair services, travel/convenience stores and other services
designed to provide attractive and efficient travel experiences to
professional drivers and other motorists. TA's standalone
restaurants operate principally under the "Quaker Steak & Lube"
brand name.
WARNING CONCERNING
FORWARD-LOOKING STATEMENTS
This press release contains statements that
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and other
securities laws, including statements about the terms and timing of
the conversion and the reverse stock split and the effects thereof.
Also, whenever TA uses words such as “believe”, “expect”,
“anticipate”, “intend”, “plan”, “estimate”, “will”, “may”, and
negatives or derivatives of these or similar expressions, TA is
making forward-looking statements. These forward-looking statements
are based upon TA’s present intent, beliefs or expectations, but
forward-looking statements are not guaranteed to occur and may not
occur. Actual results may differ materially from those contained in
or implied by TA’s forward-looking statements as a result of
various factors. For example:
- The Company expects the “Effective Time” of the conversion to a
corporation and reverse stock split to be Thursday, August 1, 2019
at 12:01 p.m. However, attaining the effective time involves the
cooperation of third parties who are beyond TA’s control and the
“Effective Time” may change, resulting in a delay in the conversion
to a corporation and the reverse stock split.
- TA’s belief in its business plans, including its growth
programs. TA operates in a highly competitive industry and its
business is subject to various market and other risks and
challenges. As a result, TA may fail to be profitable in the future
for these and other reasons. Further, TA’s business plans,
including its growth programs, may not succeed, and TA’s market
value and the trading price of its stock may decline. In addition,
the reduction in the number of TA’s outstanding shares as a result
of the reverse stock split may negatively impact the trading
volume, liquidity and prices of TA’s common stock and potentially
result in increased volatility of the trading prices of its common
stock.
- TA’s Board of Directors decision to approve the conversion of
TA to a corporation and the reverse stock split were made primarily
to encourage ownership by a broader group of investors that may
share TA’s belief in its business and growth plans. These changes
may not result in a broader group of investors owning TA
stock.
You should not place undue reliance upon TA’s forward-looking
statements.
Except as required by law, TA does not intend to update or
change any forward-looking statements as a result of new
information, future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20190730006069/en/
Katie Strohacker, Senior Director, Investor Relations (617)
796-8251
TravelCenters of America (NASDAQ:TA)
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