TravelCenters of America LLC (NYSE Amex: TA) today announced it has priced a public offering of 10,000,000 common shares of beneficial interest at a price of $5.69 per share. The settlement of this offering is expected to occur on Friday, May 27, 2011. TA expects to use the net proceeds of this offering for general business purposes, including funding capital improvements to TA’s existing travel centers, acquisitions of additional travel centers and other expansion activities. The underwriters have been granted a 30-day option to purchase up to an additional 1,500,000 shares to cover over- allotments, if any.
The joint bookrunning managers for this offering are Citi, Morgan Keegan & Company, Inc. and UBS Investment Bank. Co-Managers are BB&T Capital Markets, RBC Capital Markets and Wells Fargo Securities.
This press release is not an offer to sell nor a solicitation of an offer to buy shares, 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. A prospectus for this offering will be filed with the Securities and Exchange Commission and copies of the prospectus may be obtained by contacting the offices of: Citigroup Global Markets Inc., Attn: Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, telephone (800) 831-9146; Morgan Keegan, Equity Syndicate Department, 50 N. Front Street, 19 th Floor, Memphis, TN 38103, telephone (800) 366-7426; and UBS Securities LLC, Attn: Prospectus Dept., 299 Park Avenue, New York, New York 10171, Telephone: 888-827-7275 Ext. 3884.
WARNING REGARDING FORWARD LOOKING STATEMENTSTHIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON TA’S PRESENT BELIEFS AND EXPECTATION, BUT THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS. FOR EXAMPLE:
- THIS PRESS RELEASE STATES THAT THE SETTLEMENT OF THE SALE OF COMMON SHARES IS EXPECTED TO OCCUR ON MAY 27, 2011. IN FACT, THE SETTLEMENT OF THIS 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 OCCUR, THIS OFFERING MAY NOT CLOSE.
- THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO AN ADDITIONAL 1,500,000 COMMON SHARES TO COVER OVER-ALLOTMENTS, IF ANY. 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 THIS OPTION, OR ANY PART OF IT.