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EXHIBIT 99.2
DATE: October 6, 2000
Contact:
Hollis Rafkin-Sax
Edelman Financial
212-704-4559
[email protected]
Michael O'Connor
TravelCenters of America
440-808-3049
O'[email protected]
FOR IMMEDIATE RELEASE
TRAVELCENTERS OF AMERICA, INC. ANNOUNCES CASH TENDER OFFER
AND CONSENT SOLICITATION FOR 10 1/4% SENIOR SUBORDINATED NOTES
WESTLAKE, Ohio, October 6, 2000 -- TravelCenters of America, Inc. (the
"Company") announced today that in connection with the acquisition of the
Company by Oak Hill Capital Partners, L.P., a private equity investment group
founded by Robert M. Bass, it has commenced a tender offer and consent
solicitation for any and all of the aggregate outstanding principal amount of
its 10 1/4% senior subordinated notes (the "Notes"). The tender offer and
consent solicitation are subject to the terms and conditions set forth in the
Company's Offer to Purchase and Consent Solicitation Statement dated October 6,
2000. The consent solicitation will expire at 5:00 p.m., New York City time, on
October 20, 2000, unless extended (the "Consent Date"). The tender offer will
expire at 5:00 p.m., New York City time, on November 6, 2000, unless extended
(the "Expiration Date").
Holders tendering their Notes will be required to consent to certain
proposed amendments, which will eliminate or amend certain of the restrictive
covenants, certain events of default and certain other related provisions from
the indenture governing the Notes. The tender offer and consent solicitation are
conditioned on (1) the consummation of the acquisition by Oak Hill and (2) the
receipt of consents from holders of at least 50% of the outstanding principal
amount of the Notes, among other conditions.
In the event that any Notes are accepted for purchase pursuant to the
tender offer and the proposed amendments to the indenture become operative, the
Company will make a consent payment of $30.00 per $1,000 principal amount of
Notes for which consents have been validly delivered on or prior to the Consent
Date and not validly revoked (the "Consent Payment").
The consideration for each $1,000 principal amount of Notes validly
tendered after the Consent Date and on or prior to the Expiration Date and not
validly revoked will be equal to (i) the price, calculated in accordance with
standard market price, based on the assumption that the Notes will be redeemed
at $1,051.25 per $1,000 principal amount of Notes
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on the earliest redemption date, April 1, 2002, and that the yield to the
earliest redemption date is equal to the sum of (x) the yield to maturity on the
6 5/8% U.S. Treasury Note due March 31, 2002, as calculated by the Dealer
Managers in accordance with standard market practice, based on the bid side
prices as of 2:00 p.m., New York City time, on the second business day
immediately preceding the Expiration Date, plus (y) 75 basis points, minus (ii)
accrued and unpaid interest on such $1,000 principal amount up to, but not
including, the date of payment, minus (iii) the Consent Payment (the "Tender
Offer Consideration"). All holders who validly tender Notes after the Consent
Date and on or prior to the Expiration Date will also be paid accrued and unpaid
interest for the Notes accepted for purchase.
The Tender Offer Consideration and the Consent Payment will be paid as
promptly as practical following the Expiration Date. Holders who validly tender
their Notes and validly deliver consents on or prior to the Consent Date will
receive the Tender Offer Consideration and the Consent Payment. Holders who
validly tender their Notes subsequent to the Consent Date and on or prior to the
Expiration Date will receive only the Tender Offer Consideration and will not
receive the Consent Payment. A holder who validly tenders Notes will be deemed
to have validly delivered its consent. A holder may not deliver its consent
without validly tendering its Notes.
The Company may amend, extend or terminate the tender offer and consent
solicitation at any time.
Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette
Securities Corporation and Chase Securities Inc. are the Dealer Managers and
Solicitation Agents for the tender offer and the consent solicitation. The
depository is State Street Bank and Trust Company. Questions or requests for
assistance may be directed to Credit Suisse First Boston Corporation (telephone:
(800) 820-1653), to Donaldson, Lufkin & Jenrette Securities Corporation
(telephone (212) 892-3398 (collect)) or to Chase Securities Inc. (telephone:
(212) 270-1100 (Collect)). Requests for documentation may be directed to
Mackenzie Partners, Inc., the Information Agent (telephone: (800) 322-2885).
TravelCenters of America (TA) is the largest, and only nationwide,
full-service travel center network in the United States serving long-haul
trucking fleets and their drivers, independent truck drivers and general
motorists. TA supplies diesel fuel to 49 of the 50 largest long-haul trucking
fleets in the nation. TA facilities typically include diesel fuel and gasoline,
truck repair and maintenance services, full-service and fast food dining, travel
and convenience stores and other driver amenities. TA is headquartered in
Westlake, Ohio, a suburb of Cleveland, and had total revenues in 1999 of $1.5
billion.
This press release contains statements which are forward-looking
statements within the meaning of applicable federal securities laws and are
based upon the Company's current expectations and assumptions which are subject
to a number of risks and uncertainties which could cause actual results to
materially differ from those anticipated.
The news release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The offer and consent solicitation is made only by
the Offer to Purchase and Consent Solicitation dated October 6, 2000.
