TravelCenters of America Announces Pricing of $85.4 Million Public Offering of Common Stock
June 30 2020 - 6:54PM
Business Wire
TravelCenters of America Inc. (Nasdaq: TA) today announced the
pricing of a public offering of 6,100,000 shares of its common
stock at a public offering price of $14.00 per share. All of the
shares in the offering are to be sold by TA. Gross proceeds from
the offering are expected to be $85.4 million, before deducting
underwriting discounts and commissions and other offering expenses
payable by TA. TA intends to use the net proceeds from the offering
to fund deferred maintenance and other capital expenditures
necessary to enhance property conditions and implement growth
initiatives, for working capital, and for general corporate
purposes. In addition, TA has granted the underwriters a 30-day
option to purchase up to an additional 915,000 shares of its common
stock, at the public offering price less underwriting discounts and
commissions. The offering is expected to close on July 6, 2020,
subject to the satisfaction of customary closing conditions.
The joint book-running managers for the offering are Citigroup,
BMO Capital Markets, B. Riley FBR and BTIG.
A registration statement on Form S-3, as amended by
post-effective amendment no.1 thereto, relating to the securities
being sold in the offering was declared effective by the Securities
and Exchange Commission (the “SEC”) on June 30, 2020.
This press release is neither an offer to sell nor a
solicitation of an offer to buy TA’s common stock, nor shall there
be any sale of these securities in any state or jurisdiction in
which the offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. The prospectus supplement and accompanying
prospectus relating to the offering will be filed with the SEC and
copies may be obtained, when available, by contacting the offices
of: Citigroup Global Markets Inc. at c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by
calling toll-free telephone (800) 831-9146, or by email at
prospectus@citi.com; BMO Capital Markets Corp. at Attention: Equity
Syndicate Department, 3 Times Square, 25th Floor, New York, NY
10036; B. Riley FBR, Inc. at Attention: Syndicate Prospectus
Department, 1300 17th Street North, Suite 1300, Arlington, VA
22209, or by calling (703) 312-9580, or by email at
prospectuses@brileyfbr.com; or BTIG, LLC at 65 East 55th Street,
New York, NY 10022, or by email at
equitycapitalmarkets@btig.com.
WARNING REGARDING
FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
AND OTHER SECURITIES LAWS, INCLUDING STATEMENTS ABOUT THE OFFERING.
THESE FORWARD LOOKING STATEMENTS ARE BASED UPON TA’S PRESENT
BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS ARE NOT GUARANTEED.
FOR EXAMPLE:
- THE CLOSING OF THE OFFERING IS SUBJECT TO VARIOUS CONDITIONS
AND CONTINGENCIES AS ARE CUSTOMARY IN UNDERWRITING AGREEMENTS IN
THE UNITED STATES. IF THESE CONDITIONS ARE NOT SATISFIED OR THE
SPECIFIED CONTINGENCIES DO NOT OCCUR, THE SALE OF THE SHARES OF
COMMON STOCK MAY NOT CLOSE.
- THIS PRESS RELEASE STATES TA’S CURRENT INTENT TO USE THE NET
PROCEEDS OF THE OFFERING TO FUND DEFERRED MAINTENANCE AND OTHER
CAPITAL EXPENDITURES NECESSARY TO ENHANCE PROPERTY CONDITIONS AND
IMPLEMENT GROWTH INITIATIVES, FOR WORKING CAPITAL, AND FOR GENERAL
CORPORATE PURPOSES. THE USE OF THE NET PROCEEDS WILL BE DEPENDENT
ON THE CLOSING OF THE OFFERING, WHICH MAY NOT OCCUR.
- THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN
GRANTED AN OPTION TO PURCHASE 915,000 ADDITIONAL SHARES OF TA’S
COMMON STOCK. AN IMPLICATION OF THIS STATEMENT MAY BE THAT THIS
OPTION MAY BE EXERCISED IN WHOLE OR IN PART. IN FACT, TA DOES NOT
KNOW WHETHER THE UNDERWRITERS WILL EXERCISE ANY SUCH OPTION, OR ANY
PART OF IT.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
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Kristin Brown Director, Investor Relations TravelCenters of
America 617-796-8251
TravelCenters of America (NASDAQ:TA)
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