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.