--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-060301" form_type: "8-K" ticker: null cik: "0001378453" company_name: "TravelCenters of America Inc. /MD/" filed_at: "2023-05-15T23:59:59+00:00" generated_at: "2026-06-15T00:50:24.592968+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # TravelCenters of America completes acquisition by BP Products North America; shareholders receive $86.00 per share cash ## Summary - Merger closed May 15, 2023; each share converted into $86.00 cash. - Total equity value ~$1.3B, funded by BP with cash on hand. - Common stock delisted from Nasdaq; Form 25 filed; Form 15 to follow to suspend SEC reporting. - Board reconstituted: Mses. Boffa, Castillo Cheng, Messrs. Franks, King, Pertchik, Rajalingam appointed. - Credit agreements with Citibank, Wells Fargo, Washington Trust, and Huntington terminated. ## SEC filing metadata - accession: 0001104659-23-060301 - form_type: 8-K - cik: 0001378453 - company_name: TravelCenters of America Inc. /MD/ - filed_at: 2023-05-15T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 1.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/tm2315684d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-060301 - JSON: https://secwatch.observer/filing/0001104659-23-060301.json - Plain text: https://secwatch.observer/filing/0001104659-23-060301.txt ## Key facts - Executive change Dennis E. King was appointed as Director at TravelCenters of America Inc. /MD/. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Executive change Deborah C. Boffa was appointed as Director at TravelCenters of America Inc. /MD/. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Executive change Adam A. Portnoy departed as Director at TravelCenters of America Inc. /MD/. - Action: ceased to be director - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Executive change Rajan C. Penkar departed as Director at TravelCenters of America Inc. /MD/. - Action: ceased to be director - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Executive change Mayrena Margarita Castillo Cheng was appointed as Director at TravelCenters of America Inc. /MD/. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Executive change Joseph L. Morea departed as Director at TravelCenters of America Inc. /MD/. - Action: ceased to be director - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Executive change Lisa Harris Jones departed as Director at TravelCenters of America Inc. /MD/. - Action: ceased to be director - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Executive change Barbara D. Gilmore departed as Director at TravelCenters of America Inc. /MD/. - Action: ceased to be director - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Executive change Babu V. Rajalingam was appointed as Director at TravelCenters of America Inc. /MD/. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Executive change Jonathan M. Pertchik was appointed as Director at TravelCenters of America Inc. /MD/. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Executive change Elena P. Poptodorova departed as Director at TravelCenters of America Inc. /MD/. - Action: ceased to be director - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Executive change Gregory A. Franks was appointed as Director at TravelCenters of America Inc. /MD/. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Governance Changes TravelCenters of America Inc. /MD/: Amended and restated bylaws in connection with merger. - Change: bylaw amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Governance Changes TravelCenters of America Inc. /MD/: Amended articles of incorporation in connection with merger. - Change: charter amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - M&A Transactions 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 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1378453/000110465923060301/0001104659-23-060301-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.