TravelCenters - HCT (M&A)

TravelCenters of America - Hospitality Properties Trust
$3.9B Cash Merger
Private Equity M&A Exit

HPT to buy TravelCenters for $1.9B

TravelCenters owns and operates 162 large truck stops
Buyer is a REIT
Sellers are an investment group led by Oak Hill Capital

Buyer will keep TravelCenters' real esate
Spin-off TravelCenter's operating business
HPT stock chart

Announced 9.18.06

Financial

HPT: Merrill Lynch
TA: Lehman Brothers / Credit Suisse

Legal

HPT: Sullivan & Worcester
Sellers: Simpson Thacher

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions

1.01 Certain Definitions

Article II The Merger

2.01 The Merger
2.02 Effect of Merger
2.03 Additional Actions
2.04 Certificate of Incorporation By-laws, Directors and
Officers of the Surviving Corporation
2.05 Effect of Merger on Capital Stock of Constituent
Corporations
2.06 Effect of Merger on Company Stock Options and
Company Warrants
2.07 Withholding

Article III Payment of Merger Consideration

3.01 Merger Consideration
3.02 Post-Closing Adjustment of Merger Consideration
3.03 Escrow Agreement and Escrow Fund
3.04 Exchange of Certificates Representing Company
Securities

Article IV Company Reps

4.01 Organization
4.02 Subsidiaries
4.03 Capitalization
4.04 Authorization
4.05 No Violation
4.06 Approvals
4.07 Financial Statements
4.08 Absence of Certain Transactions
4.09 Taxes
4.10 Litigation
4.11 Environmental Matters
4.12 Title to Property
4.13 Condition of Property
4.14 Contracts
4.15 Employee and Labor Matters and Plans
4.16 Insurance Policies
4.17 Intellectual Property
4.18 Permits
4.19 Compliance with Laws
4.20 Brokerage Fees
4.21 Affiliate Agreements
4.22 No Other Representations or Warranties

Article V Parent and Merger Sub Reps

5.01 Organization
5.02 Authorization
5.03 No Violation
5.04 Approvals
5.05 Litigation
5.06 Available Funds
5.07 Brokerage Fees
5.08 No Other Representations or Warranties

Article VI Covenants

6.01 Interim Operations of the Company
6.02 Access to Information
6.03 Consents and Approvals
6.04 Employment Matters
6.05 Publicity
6.06 Notification of Certain Matters
6.07 Directors and Officers Indemnification
6.08 Additional Agreements
6.09 Cooperation with Financing
6.10 Conduct of Business of Parent and Merger Sub
Pending the Merger
6.11 No Adverse Change in Financial Commitments
6.12 Termination of Affiliate Contracts
6.13 Stockholder Approval; Stockholder Notice
6.14 No Solicitation or Negotiation
6.15 Repayment of Outstanding Indebtedness
6.16 Consultation
6.17 Real Property Matters
6.18 Additional Financial Statements
6.19 No Control of Other Partys Business

Article VII Conditions

7.01 All Parties
7.02 Parent and Merger Sub
7.03 Company

Article VIII Closing; Termination

8.01 Closing
8.02 Termination
8.03 Effect of Termination

Article IX General Provisions

9.01 Non-Survival of Representations and Warranties
9.02 Costs and Expenses
9.03 Notices
9.04 Stockholders Representative
9.05 Counterparts
9.06 Entire Agreement
9.07 Governing Law; Exclusive Jurisdiction
9.08 Third Party Rights; Assignment
9.09 Waivers and Amendments
9.10 Schedules
9.11 Enforcement
9.12 Reserved
9.13 Headings; Interpretation
9.14 Nonliability of Trustees

Proxy Solicitation

Form S-4 4.05.07

Form S-1 12.12.06

Table of contents

Regulatory Approvals

HSR Act

Merger agreement §7.1

Related Topics

Real Estate Investment Trusts

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