TravelCenters of America LLC (NYSE: TA) today announced that it has commenced a public offering of 5,000,000 common shares. TA expects to use the proceeds from the offering to fund its business and growth strategies and for general business purposes. Some of the net proceeds may be used to fund a portion of the purchase price of its pending convenience store acquisition and other expansion activities. It is contemplated that the underwriters will also be granted a 30 day option to purchase up to an additional 750,000 common shares. The joint book-running managers for the offering are Citigroup, RBC Capital Markets and UBS Investment Bank. The co-managers for the offering are BB&T Securities, Craig-Hallum Capital Group, Janney Montgomery Scott and Oppenheimer & Co.. This press release is neither 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. The preliminary prospectus supplement relating to the offering and related prospectus are expected to be filed with the Securities and Exchange Commission (SEC) and copies can be obtained by contacting the offices of: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (800) 831-9146; RBC Capital Markets, Attention: Prospectus Department, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, telephone: (877) 822-4089; or UBS Investment Bank, Attn: Prospectus Department, 299 Park Avenue, New York, NY 10171, telephone: (888) 827-7275. 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 BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS ARE NOT GUARANTEED. FOR EXAMPLE:
- ALTHOUGH THIS PRESS RELEASE REFERS TO AN OFFERING OF 5,000,000 COMMON SHARES, GREATER OR LESS THAN 5,000,000 COMMON SHARES MAY BE SOLD OR THE OFFERING MAY BE WITHDRAWN.
- IF TA AGREES TO SELL COMMON SHARES 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 COMMON SHARES MAY NOT CLOSE.
- THIS PRESS RELEASE STATES TA’S CURRENT INTENT TO USE THE PROCEEDS OF THE OFFERING TO FUND ITS BUSINESS AND GROWTH STRATEGIES AND FOR GENERAL BUSINESS PURPOSES, AND THAT SOME OF THE NET PROCEEDS MAY BE USED TO FUND A PORTION OF THE PURCHASE PRICE OF ITS PENDING CONVENIENCE STORE ACQUISITION. 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 UP TO AN ADDITIONAL 750,000 COMMON SHARES. 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.