secwatch / observer
8-K filed May 15, 2023, 7:59 PM ET CIK 0001378453
M&A confidence high sentiment neutral materiality 0.90

TravelCenters of America Inc. /MD/: M&A transaction — TravelCenters of America completes acquisition by BP Products North America; shareholders receive $86.00 per share cash

TravelCenters of America Inc. /MD/

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Dennis E. King

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.
Appointed

Deborah C. Boffa

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.
Departed

Adam A. Portnoy

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
Departed

Rajan C. Penkar

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
Appointed

Mayrena Margarita Castillo Cheng

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.
Departed

Joseph L. Morea

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
Departed

Lisa Harris Jones

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
Departed

Barbara D. Gilmore

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
Appointed

Babu V. Rajalingam

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.
Appointed

Jonathan M. Pertchik

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.
Departed

Elena P. Poptodorova

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
Appointed

Gregory A. Franks

Director
TravelCenters of America Inc. /MD/
Effective
2023-05-15
Filed
May 15, 2023, 7:59 PM ET
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Dennis E. King was appointed as Director at TravelCenters of America Inc. /MD/.

Action
appointed
Role
Director
Exact text from the filing
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Deborah C. Boffa was appointed as Director at TravelCenters of America Inc. /MD/.

Action
appointed
Role
Director
Exact text from the filing
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Adam A. Portnoy departed as Director at TravelCenters of America Inc. /MD/.

Action
ceased to be director
Role
Director
Exact text from the filing
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Rajan C. Penkar departed as Director at TravelCenters of America Inc. /MD/.

Action
ceased to be director
Role
Director
Exact text from the filing
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Mayrena Margarita Castillo Cheng was appointed as Director at TravelCenters of America Inc. /MD/.

Action
appointed
Role
Director
Exact text from the filing
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Joseph L. Morea departed as Director at TravelCenters of America Inc. /MD/.

Action
ceased to be director
Role
Director
Exact text from the filing
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Lisa Harris Jones departed as Director at TravelCenters of America Inc. /MD/.

Action
ceased to be director
Role
Director
Exact text from the filing
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Barbara D. Gilmore departed as Director at TravelCenters of America Inc. /MD/.

Action
ceased to be director
Role
Director
Exact text from the filing
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Babu V. Rajalingam was appointed as Director at TravelCenters of America Inc. /MD/.

Action
appointed
Role
Director
Exact text from the filing
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jonathan M. Pertchik was appointed as Director at TravelCenters of America Inc. /MD/.

Action
appointed
Role
Director
Exact text from the filing
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Elena P. Poptodorova departed as Director at TravelCenters of America Inc. /MD/.

Action
ceased to be director
Role
Director
Exact text from the filing
Barbara D. Gilmore, Lisa Harris Jones, Joseph L. Morea, Rajan C. Penkar, Elena P. Poptodorova and Adam A. Portnoy ceased to be directors of the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Gregory A. Franks was appointed as Director at TravelCenters of America Inc. /MD/.

Action
appointed
Role
Director
Exact text from the filing
the board of directors of the Company (the “ Board of Directors ”) was reconstituted as follows: · Deborah C. Boffa; · Mayrena Margarita Castillo Cheng; · Gregory A. Franks; · Dennis E. King; · Jonathan M. Pertchik; and · Babu V. Rajalingam.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

TravelCenters of America Inc. /MD/: Amended and restated bylaws in connection with merger.

Change
bylaw amendment
Exact text from the filing
the amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the amended and restated bylaws of Merger Subsidiary as in effect immediately prior to the Effective Time
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

TravelCenters of America Inc. /MD/: Amended articles of incorporation in connection with merger.

Change
charter amendment
Exact text from the filing
the articles of incorporation of the Company, as in effect immediately prior to the Effective Time, were amended to read substantially as set forth in Exhibit A of the Merger Agreement
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

TravelCenters of America Inc. /MD/ underwent a change of control involving BP Products North America Inc. for $86.00 per share in cash (closed 2023-05-15).

Action
change of control
Counterparty
BP Products North America Inc.
Consideration
$86.00 per share in cash
Closing
2023-05-15
Exact text from the filing
(as defined in the Merger Agreement) of the Company or Parent (other than Merger Subsidiary) immediately prior to the Effective Time), was converted into the right to receive $86.00 in cash, without interest (the “ Merger Consideration ”). Immediately prior to the Effective Time, each share of then-outstanding Company Stock granted subject to vesting or other
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TravelCenters of America Inc. /MD/ terminated a credit facility with TA West Greenwich LLC and The Washington Trust Company (effective 2023-05-15).

Action
termination
Agreement
credit facility
Counterparty
TA West Greenwich LLC and The Washington Trust Company
Effective
2023-05-15
Exact text from the filing
On May 15, 2023, TA West Greenwich LLC, a subsidiary of the Company, and The Washington Trust Company (“ Washington Trust ”) terminated the Loan Agreement, dated as of February 6, 2020, by and between TA West Greenwich LLC, as borrower, and Washington Trust, as lender, pursuant to a termination statement upon the Company’s payment of all outstanding loans thereunder.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TravelCenters of America Inc. /MD/ terminated Wells Fargo Loan Agreement with Wells Fargo Capital Finance, LLC, as agent (effective 2023-05-15).

Action
termination
Agreement
credit facility
Counterparty
Wells Fargo Capital Finance, LLC, as agent
Effective
2023-05-15
Exact text from the filing
On May 15, 2023, the TCA Parties (as defined below), certain subsidiary guarantors (the “ Guarantors ”) and Wells Fargo Capital Finance, LLC, as agent (“ Wells Fargo ”), entered into a payoff letter agreement, which provided for the termination of the Amended and Restated Loan and Security Agreement, dated as of October 25, 2011 (the “ Wells Fargo Loan Agreement ”), by and among the TCA Parties, as borrowers, the Guarantors, the lenders from time to time party thereto and Wells Fargo upon the Company’s payment of all outstanding obligations thereunder and the transfer of the Company’s outstanding letters of credit under the Wells Fargo Loan Agreement to BP International Limited and BP Corporation North America Inc.’s existing letters of credit facility with Wells Fargo Bank, N.A.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TravelCenters of America Inc. /MD/ terminated Citibank Credit Agreement with Citibank, N.A., as administrative agent, and Delaware Trust Company, as collateral agent (effective 2023-05-15).

Action
termination
Agreement
credit facility
Counterparty
Citibank, N.A., as administrative agent, and Delaware Trust Company, as collateral agent
Effective
2023-05-15
Exact text from the filing
On May 15, 2023, the Company, Citibank, N.A., as administrative agent (“ Citibank ”), and Delaware Trust Company, as collateral agent (“ DTC ”), entered into a payoff letter agreement, which provided for the termination of the Company’s indebtedness and obligations under the Credit Agreement, dated as of December 14, 2020 (the “ Citibank Credit Agreement ”), among the Company, as borrower, the lenders from time to time party thereto, Citibank and DTC upon the Company’s payment of all outstanding loans thereunder.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TravelCenters of America Inc. /MD/ terminated a credit facility with TA Operating LLC and The Huntington National Bank (effective 2023-05-15).

Action
termination
Agreement
credit facility
Counterparty
TA Operating LLC and The Huntington National Bank
Effective
2023-05-15
Exact text from the filing
On May 15, 2023, TA Operating LLC and The Huntington National Bank (“ Huntington ”) terminated a financing agreement, dated as of September 16, 2020, by and between TA Operating LLC, as debtor, and Huntington (as successor in interest to TCF National Bank), as lender, pursuant to a termination statement upon the Company’s payment of all outstanding obligations thereunder.
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001104659-23-060301
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