TravelCenters of America Agrees to Purchase 31 C-Stores/Gas Stations for $67
WESTLAKE, Ohio -- November 14, 2013
Travel Centers of America LLC (NYSE: TA) today announced that it has agreed to
acquire 31 convenience stores with retail gasoline stations (“C-stores”) for
$67 million, before closing costs and customary working capital adjustments.
The seller is a private company which operates these C-stores under its
proprietary brand name “Minit Mart”.
Twenty-eight (28) of the C-stores are located in Kentucky and three (3) are in
Tennessee. Twenty-seven (27) of the locations include the ownership of land
and buildings, while four (4) are leaseholds. The typical location includes
ten (10) fueling positions and approximately 5,000 sq. ft. of interior space
offering C-store merchandise as well as some prepared food services. During
2012, these stores dispensed an aggregate of 38 million gallons of fuel.
Thomas M. O’Brien, TA’s President and CEO, made the following statement at the
time of this announcement:
“The 31 C-stores TA has agreed to acquire are high volume fuel locations with
larger interior space for merchandise and food offerings than typical C-stores
and appear to have limited need for near term capital investment. In addition,
we do not expect these C-stores to require a lengthy period to achieve
stabilized financial results. We also expect TA may be able to realize
synergies in purchasing and merchandising customer offerings at these C-stores
which may make the financial results, relative to the acquisition cost,
similar to that expected for travel center acquisitions. Nearly all of TA’s
existing travel centers currently offer gasoline for motorists and most of
these C-stores’ customer offerings are similar to the products and food
services available at our highway travel centers.
“TA’s principal business focus is and remains operating and expanding its
nationwide network of large, full service travel centers along the U.S.
Interstate Highway System that serve the U.S. trucking industry.”
The transaction announced today is subject to customary closing conditions,
but TA currently expects it will close before year end 2013. Mr. O’Brien’s
comments are based on information provided by the seller to TA prior to the
date of this release and may be subject to change.
About Travel Centers of America LLC:
TA primarily operates and franchises travel centers under the “Travel Centers
of America”, “TA”, “Petro Stopping Centers” and “Petro” brand names and offers
diesel and gasoline fueling, restaurants, truck repair facilities, stores and
other services. TA’s nationwide business includes locations in 42 U.S. states
and in Canada.
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 CURRENT INTENT,
BELIEFS AND EXPECTATIONS BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT
OCCUR FOR VARIOUS REASONS. FOR EXAMPLE:
*THIS PRESS RELEASE STATES THAT TA HAS AGREED TO ACQUIRE 31 C-STORES FOR
$67 MILLION BEFORE CLOSING COSTS AND CUSTOMARY WORKING CAPITAL ADJUSTMENTS
AND THAT TA EXPECTS THIS TRANSACTION TO CLOSE BEFORE YEAR END 2013. AS
NOTED ABOVE, HOWEVER, THIS TRANSACTION IS SUBJECT TO CUSTOMARY CLOSING
CONDITIONS. SOME OF THESE CONDITIONS INVOLVE THIRD PARTY CONSENTS AND
APPROVALS THAT ARE BEYOND TA’S CONTROL, SUCH AS CONSENTS FROM LANDLORDS
FOR TRANSFER OF THE LEASED LOCATIONS AND APPROVALS FOR TRANSFERS OF
CERTAIN CONTRACTS, OPERATING LICENSES AND THE LIKE. THESE OR OTHER
CONDITIONS MAY NOT BE SATISFIED AND THIS TRANSACTION MAY BE DELAYED, THE
TERMS OF THIS TRANSACTION MAY BE MODIFIED OR THE TRANSACTION MAY NOT
*THIS PRESS RELEASE STATES THAT TA’S PRINCIPAL BUSINESS FOCUS IS AND
REMAINS OPERATING AND EXPANDING ITS NATIONWIDE NETWORK OF LARGE FULL
SERVICE TRAVEL CENTERS ALONG THE U.S. INTERSTATE HIGHWAY SYSTEMS THAT
SERVE THE U.S. TRUCKING INDUSTRY. AN IMPLICATION OF THIS STATEMENT MAY BE
THAT TA WILL NOT ACQUIRE ADDITIONAL C-STORES OR CONSIDER OTHER BUSINESS
EXPANSION OPPORTUNITIES. IN FACT, TA MAY CONSIDER OTHER BUSINESS EXPANSION
OPPORTUNITIES INCLUDING ACQUIRING ADDITIONAL C-STORES, ESPECIALLY IF THE
OPERATING RESULTS AND OPERATING SYNERGIES THAT TA EXPECTS FROM THE
TRANSACTION DESCRIBED IN THIS PRESS RELEASE ARE REALIZED.
*THIS PRESS RELEASE STATES THAT THE C-STORES TO BE ACQUIRED BY TA ARE HIGH
VOLUME FUEL LOCATIONS, THAT THESE C-STORES WILL REQUIRE ONLY LIMITED NEAR
TERM CAPITAL INVESTMENT AND THAT THESE C-STORES WILL NOT REQUIRE A LENGTHY
PERIOD TO ACHIEVE STABILIZED FINANCIAL RESULTS. THE IMPLICATION OF THESE
STATEMENTS IS THAT THESE STORES MAY HAVE AN IMMEDIATE POSITIVE IMPACT ON
TA’S EARNINGS AFTER THE CLOSING. THE ACQUISITION AND INTEGRATION OF NEW
BUSINESSES AND LOCATIONS INVOLVES RISKS OF FINANCIAL LOSSES. CHANGES OF
OWNERSHIP FREQUENTLY RESULT IN PERSONNEL CHANGES AND IN REQUIREMENTS FOR
NEW SUPPLY AND SALES ARRANGEMENTS. THESE OR OTHER FACTORS MAY RESULT IN
LOWER FINANCIAL PERFORMANCE THAN EXPECTED OR FINANCIAL LOSSES. ALSO,
MARKET CONDITIONS AFFECTING THE C- STORES TA EXPECTS TO ACQUIRE MAY CHANGE
IN A WAY WHICH MATERIALLY AND ADVERSELY IMPACTS THE BUSINESS OF THESE
C-STORES. FURTHER, PRESENTLY UNKNOWN PROPERTY CONDITIONS OR LIABILITIES
MAY BE DISCOVERED AT THESE C-STORES. ACCORDINGLY, MR. O’BRIEN AND TA CAN
PROVIDE NO ASSURANCE THAT THIS ACQUISITION WILL BE ACCRETIVE TO TA’S
EARNINGS AFTER THIS TRANSACTION CLOSES.
*THIS PRESS RELEASE STATES THAT MR. O’BRIEN AND TA EXPECT THAT TA MAY BE
ABLE TO REALIZE SYNERGIES IN PURCHASING AND MERCHANDISING AT THE C-STORES
TA EXPECTS TO ACQUIRE AND THAT THESE SYNERGIES MAY IMPROVE TA’S FUTURE
PROFITS FROM THESE C-STORES. THE TYPICAL CUSTOMERS AT TA’S TRAVEL CENTERS
AND THOSE AT THE C-STORES TO BE ACQUIRED MAY BE DIFFERENT OR BE SEEKING
DIFFERENT GOODS AND SERVICES. COMPETITION ALONG THE INTERSTATE HIGHWAY
SYSTEM THROUGHOUT THE U.S. MAY BE DIFFERENT FROM COMPETITION AMONG
C-STORES IN A MORE CONCENTRATED GEOGRAPHIC AREA. FOR THESE AND OTHER
REASONS, TA MAY BE UNABLE TO REALIZE ANY OF THE SYNERGIES WHICH MR.
O’BRIEN AND TA CURRENTLY EXPECT.
RESULTS THAT DIFFER FROM THOSE STATED OR IMPLIED BY TA’S FORWARD LOOKING
STATEMENTS IN THIS PRESS RELEASE MAY BE ALSO CAUSED BY OTHER REASONS AS
DESCRIBED IN TA’S PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, OR THE SEC, INCLUDING TA’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2012, AND TA’S QUARTERLY REPORTS ON FORMS 10-Q FOR THE
PERIODS ENDING MARCH 31, JUNE 30 AND SEPTEMBER 30, 2013, IN SECTIONS OF THOSE
REPORTS TITLED “WARNING REGARDING FORWARD LOOKING STATEMENTS” AND “RISK
FACTORS” AND ELSEWHERE IN THOSE REPORTS. COPIES OF THOSE REPORTS ARE PUBLICLY
AVAILABLE AT THE SEC’S WEBSITE: WWW.SEC.GOV.
INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING
STATEMENTS IN THIS PRESS RELEASE.
EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, TA DOES NOT UNDERTAKE ANY
OBLIGATION TO REVISE OR UPDATE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF
NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
TravelCenters of America
Timothy A. Bonang, 617-796-8251
Vice President of Investor Relations
Katie Strohacker, 617-796-8251
Senior Manager of Investor Relations
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