TravelCenters of America Inc. (Nasdaq: TA) today announced that it has commenced a public offering of $75 million of shares of its common stock. 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. TA also expects to grant the underwriters a 30-day option to purchase additional shares of its common stock in an amount of up to 15 percent of the number of shares sold in the offering.
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 has been filed with the Securities and Exchange Commission (the “SEC”) but has not yet been declared effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement, as amended by post-effective amendment no.1 thereto, becomes effective.
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. Before you invest, you should read the prospectus in the registration statement and related preliminary prospectus supplement that TA expects to file with the SEC for more complete information about TA and this offering. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering can 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 firstname.lastname@example.org; 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 email@example.com; or BTIG, LLC at 65 East 55th Street, New York, NY 10022, or by email at firstname.lastname@example.org.
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:
- ALTHOUGH THIS PRESS RELEASE REFERS TO AN OFFERING OF $75 MILLION OF SHARES OF COMMON STOCK, GREATER OR LESS THAN $75 MILLION OF SHARES OF COMMON STOCK MAY BE SOLD OR THE OFFERING MAY BE WITHDRAWN.
- IF TA AGREES TO SELL SHARES OF COMMON STOCK IN THE OFFERING, THE CLOSING OF THE OFFERING WILL BE 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 ARE EXPECTED TO BE GRANTED AN OPTION TO PURCHASE ADDITIONAL SHARES OF TA’S COMMON STOCK IN AN AMOUNT OF UP TO 15 PERCENT OF THE NUMBER OF SHARES SOLD IN THE OFFERING. 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.