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 TAs 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 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 TAS 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 TAS 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 TAS 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.
Director, Investor Relations
TravelCenters of America