BP Products North America Inc. executed a letter of intent to acquire TravelCenters of America Inc. (NasdaqGS:TA) from Service Properties Trust (NasdaqGS:SVC), The RMR Group Inc. (NasdaqCM:RMR), BlackRock, Inc. (NYSE:BLK), The Goldman Sachs Group, Inc. (NYSE:GS), Nantahala Capital Management, LLC and others on December 13, 2022. BP Products North America Inc. reached an agreement to acquire TravelCenters of America Inc. (NasdaqGS:TA) from Service Properties Trust (NasdaqGS:SVC), The RMR Group Inc. (NasdaqCM:RMR), BlackRock, Inc. (NYSE:BLK), The Goldman Sachs Group, Inc. (NYSE:GS), Nantahala Capital Management, LLC and others for $1.3 billion on February 15, 2023. The consideration of $86 per share will be paid in cash. Upon termination of the Merger Agreement in accordance with its terms, under certain specified circumstances, TravelCenters will be required to pay BP Products a termination fee in an amount equal to $51.9 million and BP Products will be required to pay TravelCenters a termination fee in an amount equal to $90.9 million. Upon completion of the transaction, shares of TA's common stock will be canceled and will no longer trade on the Nasdaq, and TA will become a wholly-owned indirect subsidiary of BP.

The BP Acquisition is subject to the approval of TA stockholders; regulatory approvals; the expiration or termination of any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all other approvals under antitrust laws; and various customary conditions to closing. The transaction was unanimously approved by the TA Board of Directors. The Board of Directors of BP also approved the transaction. In connection with the Merger Agreement, each of Service Properties Trust, which owns an aggregate amount of 7.8% of TA's shares outstanding and The RMR Group, which owns an aggregate amount of 4.1% of TA's shares outstanding, entered into voting agreement with BP, pursuant to which, among other things, each of SVC and RMR has agreed to vote all of their shares of Company Stock beneficially owned by it and its subsidiaries to approve the Merger. As of April 3, 2023, TravelCenters schedules shareholder meeting for BP transaction on May 10, 2023. The 30-day waiting period imposed by the Hart-Scott-Rodino Act in connection with the acquisition expired on April 10, 2023, without action by the Federal Trade Commission. As of May 10, 2023, TravelCenters of America stockholders approved transaction. The parties expect that the Acquisition will be completed by mid-year 2023. As of April 11, 2023, the transaction is expected to close by May 15, 2023. The acquisition is expected to deliver over 15% returns and be accretive to free cash flow per share from 2024.

Goldman Sachs & Co. LLC is acting as lead financial adviser to BP, Robey Warshaw LLP is acting as financial adviser to BP, and Eric M. Krautheimer and Benjamin R. Weber of Sullivan & Cromwell LLP is acting as lead legal adviser to BP. Citigroup Global Markets Inc. acted as exclusive financial advisor and fairness opinion provider to TA and Zachary R. Blume, Renata J. Ferrari, Erica L. Han, Jane E. Willis and John M. (Jack) Creedon of Ropes & Gray as TA’s legal advisors in connection with the transaction. Jones Day acted as legal advisor to TravelCenters of America Inc. TravelCenters has agreed to pay Citi an aggregate fee of approximately $20 million, $2 million of which became payable upon Citi’s delivery of the opinion. Equiniti Shareowner Services acted as transfer agent and Innisfree acted as proxy solicitor to TravelCenters. TravelCenters estimates that it will pay Innisfree a fee of $25,000. Citigroup Global Markets Inc. acted as the due diligence provider and Venable LLP acted as the legal advisor to TravelCenters. Michael B. Bernstein and Justin Hedge of Arnold & Porter Kaye Scholer LLP acted as the legal advisor to BP. Ben Stulberg of Jones Day advised Citigroup, financial advisor to TravelCenters of America Inc.

BP Products North America Inc. completed the acquisition of TravelCenters of America Inc. (NasdaqGS:TA) from Service Properties Trust (NasdaqGS:SVC), The RMR Group Inc. (NasdaqCM:RMR), BlackRock, Inc. (NYSE:BLK), The Goldman Sachs Group, Inc. (NYSE:GS), Nantahala Capital Management, LLC and others on May 15, 2023. BP funded the transaction with cash on hand. Each of Deborah Boffa and Castillo Cheng and Gregory Franks, Jonathan Pertchik, Dennis King and Babu Rajalingam will serve on the board of directors of TravelCenters until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.