TRAVELCENTERS OF AMERICA LLC (NASDAQ:TA) Files An 8-K Entry into a Material Definitive Agreement

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TRAVELCENTERS OF AMERICA LLC (NASDAQ:TA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under Item 2.01 of this Current Report on Form 8-K,
or this Current Report, is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported, we entered a Transaction Agreement with our
principal landlord, HPT, on June 1, 2015 (which we refer to herein,
as amended, as the Transaction Agreement) to, among other things,
sell to HPT four travel centers upon completion of their
development by us and lease back from HPT these properties under
our leases with HPT. Also as previously reported, we completed the
sale and leaseback of one of the development properties on each of
March 31, 2016, June 30, 2016 and September 30, 2016, respectively.
The Transaction Agreement and related transactions are described
further in Note 7 to the Consolidated Financial Statements included
in our Annual Report on Form 10-K for the year ended December 31,
2016, or our Annual Report, which descriptions are incorporated
herein by reference.
On May 3, 2017, in connection with the Transaction Agreement, we
entered into a development property agreement with HPT, or the
Development Property Agreement. That same day, to the Development
Property Agreement, we sold to HPT, for approximately $27.6
million, the fourth and final development property under the
Transaction Agreement and HPT has leased back that travel center to
us.
In connection with the Development Property Agreement, we and HPT
entered into a seventh amendment to our TA Lease No. 4 to add the
travel center that we sold to HPT on May 3, 2017. to the amendment,
minimum annual rent under TA Lease No. 4 increased by approximately
$2.3 million. As a result of this amendment, minimum annual rent
under TA Lease No. 4 is approximately $50.7 million in the
aggregate as of May 3, 2017, subject to future adjustments if HPT
purchases capital improvements made to the leased travel centers
and to the contractual rent adjustment formula set in the lease.
The foregoing descriptions of the Transaction Agreement, the
Development Property Agreement, TA Lease No. 4 and the amendments
thereto, and the other agreements entered into in connection with
the Transaction Agreement are not complete and are qualified in
their entirety by reference to the full text of the Transaction
Agreement, the Development Property Agreement, the TA Lease No. 4
and the amendments thereto and such other agreements, copies of
which are filed as Exhibits 10.1 and 10.2 to this Current Report,
Exhibits 10.1 and 10.2 to our Current Report on Form 8-K dated
September 30, 2016, Exhibits 10.1 and 10.2 to our Current Report on
Form 8-K dated June 30, 2016, Exhibits 10.1 through 10.8 to our
Current Report on Form 8-K dated June 22, 2016, Exhibits 10.1 and
10.2 to our Current Report on Form 8-K dated March 31, 2016,
Exhibits 10.1 through 10.6 to our Current Report on Form 8-K dated
September 23, 2015, Exhibits 10.1 through 10.4 to our Current
Report on Form 8-K dated June 23, 2015, Exhibits 10.1 through 10.4
to our Current Report on Form 8-K dated June 16, 2015, Exhibits
10.1 through 10.10 to our Current Report on Form 8-K dated June 9,
2015 and Exhibit 10.1 to our Current Report on Form 8-K dated June
1, 2015 and are incorporated by reference herein.
Information Regarding Certain Relationships and Related Person
Transactions
HPT is our principal landlord and largest shareholder and as of
December 31, 2016, owned 3,420,000 of our common shares,
representing approximately 8.7% of our outstanding common shares.
One of our Managing Directors, Barry Portnoy, is a managing trustee
of HPT. Barry Portnoys son, Adam Portnoy, is also a managing
trustee of HPT, and Barry Portnoys son-in-law, Ethan Bornstein, is
an executive officer of HPT. Our other Managing Director, Thomas
OBrien, who is also our President and Chief Executive Officer, was
an executive officer of HPT until 2007. We have significant
continuing relationships with HPT, including the lease arrangements
referred to in this Current Report.
The RMR Group LLC, or RMR, provides certain services we require to
operate our business. We have two agreements with RMR to provide
management services to us: (i) a business management agreement,
which relates to various aspects of our business generally, and
(ii) a property management agreement, which relates to building
management services for our headquarters building. RMR is a
subsidiary of The RMR Group Inc. Barry Portnoy, is a managing
director and controlling shareholder (through ABP Trust) of The RMR
Group Inc. and an officer of RMR. Adam Portnoy, is a managing
director, president and chief executive officer and controlling
shareholder (through ABP Trust) of The RMR Group Inc. and an
officer of RMR. Barry Portnoy and Adam Portnoy also own membership
units of RMR (through ABP Trust). Thomas O’Brien, Andrew Rebholz,
our Executive Vice President, Chief Financial Officer and
Treasurer, and Mark Young, our Executive Vice President and General
Counsel, are officers and employees of RMR. RMR provides management
services to HPT and HPTs executive officers are officers and
employees of RMR. Our Independent Directors also serve as
independent directors or independent trustees of other public
companies to which RMR, or its affiliates, provide management
services. Barry Portnoy serves as a director, managing director,
trustee or managing trustee of those companies and Adam Portnoy
serves as a director, trustee or managing trustee of a majority of
those companies. In addition, officers of RMR and The RMR Group
Inc. serve as our officers and officers of other companies to which
RMR or its affiliates provides management services.
For further information about these and other such relationships
and related person transactions, please see our Annual Report, our
definitive Proxy Statement for our 2017 Annual Meeting of
Shareholders, or our Proxy Statement, and our other filings with
the Securities and Exchange Commission, or the SEC, including Notes
7, 11 and 12 to the Consolidated Financial Statements included in
our Annual Report, the sections captioned Business, Managements
Discussion and Analysis of Financial Condition and Results of
Operations – Related Person Transactions and Warning Concerning
Forward Looking Statements of our Annual Report, and the section
captioned Related Person Transactions and the information regarding
our Directors and executive officers in our Proxy Statement. In
addition, please see the section captioned Risk Factors of our
Annual Report for a description of risks that may arise as a result
of these and other related person transactions and relationships.
Our filings with the SEC and copies of certain of our agreements
with these related parties are publicly available as exhibits to
our public filings with the SEC and accessible at the SECs website,
www.sec.gov.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure under Item 2.01 of this Current Report 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 REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO,
WHENEVER WE USE WORDS SUCH AS BELIEVE, EXPECT, ANTICIPATE, INTEND,
PLAN, ESTIMATE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD
LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON
OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING
STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY
THESE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS,
INCLUDING SOME WHICH ARE BEYOND OUR CONTROL.
THE INFORMATION CONTAINED IN OUR FILINGS WITH THE SEC, INCLUDING
UNDER THE CAPTION RISK FACTORS IN OUR PERIODIC REPORTS, OR
INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD
CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS. OUR FILINGS
WITH THE SEC ARE AVAILABLE ON THE SECS WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING
STATEMENTS.
EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY
FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1
Development Property Agreement, dated May 3, 2017, among HPT
TA Properties LLC and TA Operating LLC (filed herewith)
10.2
Seventh Amendment to Amended and Restated Lease Agreement No.
4, dated May 3, 2017, among HPT TA Properties Trust, HPT TA
Properties LLC and TA Operating LLC (filed herewith)
10.3
Transaction Agreement, dated June 1, 2015, by and among
Hospitality Properties Trust, HPT TA Properties Trust, HPT TA
Properties LLC, HPT PSC Properties Trust, HPT PSC Properties
LLC, TravelCenters of America LLC, TravelCenters of America
Holding Company LLC, TA Leasing LLC, and TA Operating LLC
(incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K dated June 1, 2015)
10.4
First Amendment to Transaction Agreement, dated June 22,
2016, by and among Hospitality Properties Trust, HPT TA
Properties Trust, HPT TA Properties LLC, HPT PSC Properties
Trust, HPT PSC Properties LLC, TravelCenters of America LLC,
TravelCenters of America Holding Company LLC and TA Operating
LLC (incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K dated June 22, 2016)
99.1
Pro Forma Financial Statements (filed herewith)


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.

TRAVELCENTERS OF AMERICA LLC (NASDAQ:TA) Recent Trading Information

TRAVELCENTERS OF AMERICA LLC (NASDAQ:TA) closed its last trading session up +0.10 at 6.20 with 102,401 shares trading hands.