TIG Advisors Releases Letter to TravelCenters of America Board Urging it to Conduct Proper Diligence of ARKO Corp.’s Acquisition Offer

Rhea-AI Summary

TIG Advisors, LLC, a significant shareholder of TravelCenters of America Inc. (TA), owning approximately 4.9%, has urged the TA Board to allow ARKO Corp. access to its data room for a potential acquisition proposal. This request follows ARKO's recent offer and TA's ongoing merger discussions with BP PLC. TIG contends that the board is neglecting its fiduciary duty to prioritize shareholder interests in favor of Service Properties Trust and The RMR Group. TIG emphasizes the need for the board to conduct due diligence on ARKO’s proposal, asserting that this could create greater value for shareholders. They stress that delaying this process would be detrimental to TA and its investors, and support moving forward with the BP transaction only if ARKO's proposal is found inadequate after due diligence.

Positive

• TIG Advisors advocates for allowing ARKO to access TA’s data room, potentially increasing shareholder value.
• ARKO has indicated a willingness to improve its offer after due diligence, suggesting possible added value for shareholders.

Negative

• TA Board is perceived to prioritize the interests of Service Properties Trust and The RMR Group over TA shareholders.
• Delays in reviewing ARKO's proposal could harm TA and its shareholders.

Board Must Thoroughly Evaluate All TA Acquisition Proposals to Ensure Shareholders Receive Maximum Value for the Company They Own

Believes Board is Prioritizing the Interests of Service Properties Trust and The RMR Group Above TA Shareholders

NEW YORK--(BUSINESS WIRE)-- TIG Advisors, LLC (“TIG”), an investment adviser which owns approximately 4.9% of TravelCenters of America Inc. (Nasdaq: TA), is today sending a letter to the TA Board of Directors (the “Board”) regarding ARKO Corp.’s (Nasdaq: ARKO) recent proposal to acquire TA as well as TA’s proposed merger with BP PLC (NYSE: BP). TIG believes it is the best interests of all TA shareholders for the Board to immediately permit ARKO access to TA’s data room so that it may submit an unconditional binding proposal and the Board can determine the best value-creating path forward for the Company and its shareholders.

The full text of the letter follows.

April 21, 2023

The Board of Directors
TravelCenters of America Inc.
24601 Center Ridge Road
Westlake, OH 44145-5639

Dear Members of the TravelCenters of America Board,

TIG Advisors, LLC and its affiliates collectively own approximately 4.9% of TravelCenters of America Inc. (“TA” or the “Company”) as of April 21, 2023. We are writing to the Board of Directors (the “Board”) to share our views regarding ARKO Corp.’s (“ARKO”) recent proposal to the Company as well as the Company’s proposed merger with BP PLC (“BP”).

As a significant shareholder of TA, we firmly believe the Board’s fiduciary duty is to advocate for what is in the best interests of all TA shareholders. Much to shareholders’ dismay, TA has let this duty fall to the wayside, in our view prioritizing the interests of Service Properties Trust (“SVC”) and The RMR Group (“RMR”) above TA shareholders, the true owners of the Company.

Simply put, TA shareholders deserve to seek maximum value for the Company they own, and the Board should not stand in the way of that value creation.

To be clear, we are not requesting that the Board immediately abandon the BP proposal in favor of the ARKO proposal. We understand that proper time is needed to conduct due diligence of the ARKO proposal and determine any outstanding concerns. However, given ARKO has already submitted a credible offer and shared viable answers to each concern the Board has publicly levied against it, we believe it is the Board’s fiduciary duty to conduct standard due diligence of that offer.

We therefore urge the Board to permit ARKO access to TA’s data room and to provide ARKO with the information it requires to submit an unconditional binding proposal. Allowing ARKO the opportunity to legitimize its offer only creates upside for the Company and its shareholders. If, following proper diligence, it becomes evident that ARKO cannot satisfy the basic requirements to acquire TA, then we intend to support the BP transaction.

Don’t sell shareholders short. We urge the Board to act now. ARKO has publicly insinuated it may be willing to improve its offer following due diligence, whether that be through added value to shareholders or concessions to assuage the concerns of SVC and RMR. Delaying this process further due to inefficient public correspondence would be a major disservice to TA and all its shareholders.

Regards,

Drew Figdor
Portfolio Manager

Who is TIG Advisors?

TIG Advisors is an investment advisor based in New York City with approximately eight billion in assets, representing a diverse range of investment strategies primarily for institutional investors, including pension funds, life insurance companies and others. Our Firm, founded in 1980, has long held a goal of working constructively with management teams to help identify, surface, and capture value that may not be otherwise apparent to the marketplace.

TIG Advisors believes in three key governance principles as it relates to the conduct of the boards of the companies that we invest in:

• Accountability and Engagement – the board holds itself accountable to stockholders and maintains an active and responsive engagement process with its stockholders. Effective engagement includes actively soliciting stockholder views on significant matters that impact long-term stockholder value and being responsive to the expressed views of stockholders.
• Transparency – the board maintains a transparent strategic and decision-making process, open to scrutiny from stockholders. The board should provide timely and complete information to stockholders to allow them to evaluate board decisions and make informed voting and investment decisions.
• Independence and Alignment – board members are independent enough to diligently supervise management, ensuring that they act in the interests of stockholders. Boards should have effective, aligned and independent leadership that is focused on preserving and enhancing stockholder value on a time and risk-adjusted basis.

About TIG Advisors, LLC

TIG Advisors is an investment adviser based in New York City with approximately $8.4 billion in assets, representing a diverse range of investment strategies primarily for institutional investors, including pension funds, life insurance companies and others. TIG has a strong track record of identifying uncorrelated investment opportunities in both public and private markets, and utilizing its longstanding operating platform to generate attractive, risk-adjusted returns for investors. For more information, please visit https://www.tigfunds.com/.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230421005357/en/

Gasthalter & Co.

Amanda Shpiner/ Grace Cartwright

(212) 257-4170

Source: TIG Advisors, LLC

FAQ

What is the significance of TIG Advisors' letter to TravelCenters of America?

TIG Advisors, owning 4.9% of TA, urges the board to allow ARKO access to its data room for a potential acquisition proposal, highlighting fiduciary responsibilities.

What did ARKO propose in its acquisition offer for TravelCenters of America?

ARKO made a credible acquisition proposal for TA, which TIG believes should be thoroughly evaluated by the board.

How might the acquisition by ARKO impact TravelCenters of America shareholders?

TIG believes that allowing ARKO to submit an unconditional binding proposal could create maximum value for TA shareholders.

What is the current status of TravelCenters of America’s merger with BP?

TA is in discussions for a merger with BP, but TIG advises that the board should also consider ARKO's proposal before proceeding.