TravelCenters of America LLC announced that effective August 1, 2019, it will convert, as previously announced, from a limited liability company organized in Delaware to a corporation organized in Maryland. The Company also announced that its Board of Directors has approved a one (1)-for-five (5) reverse stock split that will occur concurrently with the conversion.
The Company expects the conversion to become effective at 12:01 am. (Eastern Time) on August 1, 2019 (the “Effective Time”). Upon the conversion, the Company will be named “TravelCenters of America Inc.”
Andy Rebholz, Chief Executive Officer and Managing Director of TA, made the following statement:
“The decisions by TA’s Board of Directors to approve the conversion of TA to a corporation and effect a reverse stock split were made primarily to encourage ownership by a broader group of investors that may share our belief in TA’s business plan and growth programs.”
At the Effective Time, each five (5) shares of the Company, representing limited liability company interests of the Company outstanding immediately prior to the Effective Time will be converted into one (1) issued and outstanding, fully paid and nonassessable share of common stock of the Maryland corporation (“Common Stock”). No fractional shares will be issued in connection with the reverse stock split. Each stockholder that would have been entitled to receive a fractional share of Common Stock as a result of the reverse stock split will receive cash in lieu of such fractional share. A new CUSIP number CUSIP #89421B109 has been issued for the Common Stock.
Shares of TA Common Stock will begin trading on the split-adjusted basis under the Company’s existing trading symbol “TA” at the open of trading on the Nasdaq on August 1, 2019. The reverse stock split will reduce the number of shares issued and outstanding from approximately 40.4 million shares to approximately 8.1 million shares.
EQ Shareholder Services is acting as the exchange agent and transfer agent for the reverse stock split and will provide instructions to stockholders with physical certificates regarding the process for exchanging their pre-split share certificates for post-split stock certificates. Persons who hold their shares in brokerage accounts or “street name” are not expected to take action to affect the exchange of their shares, but should follow applicable instructions, if any, provided by their brokers.