TRAVELCENTERS OF AMERICA LLC (NASDAQ:TA) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
On December 5, 2018, TravelCenters of America LLC and its subsidiary, TA Operating LLC, (collectively, the “Company”) completed the previously announced sale of 225 standalone convenience store properties, one standalone restaurant, five parcels of vacant land and certain related assets (the “C-Store Business”) to EG Retail (America), LLC and EG Group Limited (the “Buyer”) for an aggregate sales price of $330.8 million plus the assumption of certain liabilities to the Asset Purchase Agreement, dated September 1, 2018, between the Company and the Buyer (the "Agreement"). This sales price included $25.8 million of estimated net working capital items. The aggregate sales price received by the Company in this transaction remains subject to confirmation and possible adjustment of the net working capital items to certain customary post-closing true-up procedures set forth in the Agreement.
The Company incurred approximately $9.4 million of expenses related to the sale of the C-Store Business that consist primarily of advisor fees, marketing costs, employee severance and retention benefits, asset write offs and other transition and closing related costs.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2018, which is incorporated herein by reference.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS CURRENT REPORT CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORMACT OF 1995 AND OTHER SECURITIES LAWS. WHENEVER THE COMPANY USES WORDS SUCH AS “BELIEVE,” “EXPECT,” “ANTICIPATE,” “INTEND,” “PLAN,” “ESTIMATE," "WILL," "MAY" AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, THE COMPANY IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY'S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR.ACTUAL RESULTS MAYDIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THE COMPANY'S FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:
TA RECEIVED AN AGGREGATE SALES PRICE OF $330.8 MILLION IN CONNECTION WITH ITS SALE OF THE C-STORE BUSINESS. THIS SALES PRICE INCLUDED $25.8 MILLION OF ESTIMATED NET WORKING CAPITAL ITEMS, WHICH ARE SUBJECT TO CONFIRMATION AND POSSIBLE ADJUSTMENT TO CERTAIN CUSTOMARY POST-CLOSING TRUE-UP PROCEDURES. AS A RESULT, THE AGGREGATE SALES PRICE MAY ULTIMATELY BE MORE OR LESS THAN $330.8 MILLION; AND
TA INCURRED APPROXIMATELY $9.4 MILLION OF EXPENSES RELATED TO THE SALE OF THE C-STORE BUSINESS. THESE EXPENSES ARE ESTIMATES AND ACTUAL EXPENSES MAYBE MORE, OR LESS, THAN THESE ESTIMATES.
THE INFORMATION CONTAINED IN THE COMPANY'S FILINGS WITH THE SEC,INCLUDING UNDER THE CAPTION “RISK FACTORS” IN THE COMPANY'S PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM THE FORWARD LOOKING STATEMENTS. THE COMPANY'S FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, THE COMPANY DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENT AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma financial information for the Company giving effect to the sale of the C-Store Business contemplated by the Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
TRAVELCENTERS OF AMERICA LLC ExhibitEX-99.1 2 a20181205exhibit991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1TravelCenters of America LLCPro Forma Consolidated Financial Statements (Unaudited)On September 1,…To view the full exhibit click
About TRAVELCENTERS OF AMERICA LLC (NASDAQ:TA)
TravelCenters of America LLC (TravelCenters) operates and franchises approximately 460 travel centers and convenience store locations. The Company’s segments include travel centers and convenience stores. Its customers include trucking fleets and their drivers, independent truck drivers and highway and local motorists. Its travel centers include over 25 acres of land with parking for approximately 185 tractor trailers and over 100 cars; a full service restaurant and quick service restaurants (QSRs) that the Company operates as a franchisee under various brands; a truck repair facility and parts store; multiple diesel and gasoline fueling points, including diesel exhaust fluid (DEF) at the diesel lanes, and a travel/convenience store, game room, lounge and other amenities for professional truck drivers and motorists. Its convenience store includes approximately 10 fueling positions; over 3,100 square feet of interior space on an acre of land, and multiple merchandise and QSR offerings.