Arko Corp. (NasdaqCM:ARKO) made a proposal to acquire TravelCenters of America Inc. (NasdaqGS:TA) from a group of shareholders for $1.4 billion on March 14, 2023. Arko planned to finance the purchase through a combination of cash on hand, external financing and lines of credit. Arko obtained assurances from Oak Street Capital to finance a portion of the necessary funds. Arko Board of Directors has approved this proposal, and no other internal approvals will be required to proceed with this transaction. Arko indicated that, subject to diligence, it may enter into definitive transaction agreements substantially similar to those executed by BP, but did not provide draft agreements or proposed changes for the TravelCenters Board's consideration. Arko stated it would need to obtain all required governmental and regulatory authorization to consummate the transaction which would cause further delay and uncertainty. Citigroup Global Markets Inc. acted as financial advisor and fairness opinion provider, Venable LLP and Zachary R. Blume of Ropes & Gray LLP acted as legal advisors to TravelCenters.

Arko Corp. (NasdaqCM:ARKO) cancelled the acquisition of TravelCenters of America Inc. (NasdaqGS:TA) from a group of shareholders on March 28, 2023. Board of Directors of TravelCenters stated that Arko proposal does not constitute a Superior Proposal. Arko urges TravelCenters' Board to seriously consider Arko's superior proposal. Among the reasons the Board determined that ARKO's proposal was neither a superior proposal nor likely to lead to a superior proposal was the high level of execution risk resulting from ARKO's failure to obtain committed financing and that ARKO's sub-investment grade credit rating was not attractive to Service Properties Trust (Nasdaq: SVC), the landlord of most of TA's properties. On March 29, 2023, ARKO entered into an agreement with affiliate of Oak Street Real Estate Capital Net Lease Property Fund, LP, together with Oak Street Real Estate Capital Fund VI OP, LP (collectively, “Oak Street”). Pursuant to the Program Amendment, Oak Street agreed to provide for an additional $1.25 billion of capacity under the Program Agreement specifically to finance acquisition of TravelCenters. TIG Advisors, LLC, which owns 4.9% of TravelCenters of America Inc. sent a letter to TravelCenters of America Board urging it to conduct proper due diligence of ARKO's Offer. If, following proper diligence, it becomes evident that ARKO cannot satisfy the basic requirements to acquire TA, then shareholders intend to support the BP transaction. As of April 10, 2023, the 30-day waiting period imposed by the HSR Act in connection with the merger expired without action by the Federal Trade Commission.