TravelCenters of America LLC
(NYSE MKT: TA) today announced that it has priced an underwritten public offering of $100 million of 8.25% unsecured senior notes due January 15, 2028. The notes include a provision that allows for the company to call the notes at par plus accrued interest beginning on January 15, 2016.
TA expects to use the net proceeds from this offering for general business purposes, including acquisitions, funding capital improvements to its existing travel centers and other expansion activities. The settlement of this offering is expected to occur on January 15, 2013. TA granted the underwriters an option to purchase up to $15.0 million of additional notes within 30 days solely to cover overallotments, if any. TA intends to apply to list the notes on the NYSE MKT, under the symbol “TA/28” and, if approved, expects trading to begin within 30 days after the original issue date of the notes.
The joint book-running managers for this offering are Citigroup, RBC Capital Markets and UBS Investment Bank. The lead manager is MLV & Co. The co-managers for the offering are BB&T Capital Markets, Janney Montgomery Scott and Oppenheimer & Co.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, 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 that state or jurisdiction. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained by calling Citigroup at (800) 831-9146, RBC Capital Markets at (866) 375-6829 or UBS Investment Bank at (877) 827-6444, extension 561-3884.
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. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON TA’S PRESENT EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS OF THESE STATEMENTS MAY NOT OCCUR. FOR EXAMPLE,
- THIS PRESS RELEASE STATES THAT THE SETTLEMENT OF THE SALE OF SENIOR NOTES IS EXPECTED TO OCCUR ON JANUARY 15, 2013. THE SETTLEMENT OF THIS OFFERING IS SUBJECT TO VARIOUS CONDITIONS AND CONTINGENCIES THAT ARE CUSTOMARY IN UNDERWRITING AGREEMENTS IN THE UNITED STATES. IF THESE CONDITIONS ARE NOT SATISFIED OR THE SPECIFIED CONTINGENCIES DO NOT OCCUR, THIS OFFERING MAY NOT CLOSE.
- THIS PRESS RELEASE STATES THAT TA EXPECTS TO USE THE PROCEEDS FOR GENERAL BUSINESS PURPOSES, INCUDING TO FUND ITS ACQUISITION AND EXPANSION ACTIVITES. HOWEVER, IF THIS OFFERING IS WITHDRAWN TA’S EXPANSION ACTIVITIES MAY BE LIMITED.
- THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO $15.0 MILLION OF ADDITIONAL NOTES, SOLELY TO COVER OVERALLOTMENTS, 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 OR NOT THE UNDERWRITERS WILL EXERCISE THIS OPTION, OR ANY PART OF IT.
FOR THESE REASONS, AMONG OTHERS, INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.