UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 19, 2014
TRAVELCENTERS OF AMERICA LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
00133274 |
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205701514 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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24601 Center Ridge Road, Westlake, Ohio |
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44145 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(440) 808-9100
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a12)
o Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Other Events.
On December 19, 2014, TravelCenters of America LLC and certain of our subsidiaries, as borrowers or guarantors, entered into an amendment, or the Amendment, to our amended and restated loan and security agreement, or the Credit Facility, dated October 25, 2011, with Wells Fargo Capital Finance, LLC, as Agent, or Wells Fargo, and the lenders from time to time party thereto. The Amendment amended the Credit Facility to, among other things: (i) extend the maturity of the Credit Facility from October 25, 2016 to December 19, 2019; (ii) reduce the applicable margins on borrowings and standby letter of credit fees by 0.75% and on commercial letter of credit fees by 0.375%; (iii) reduce the unused line fee rate by 0.25%; (iv) reduce the threshold for triggering a minimum fixed charge ratio requirement; and (v) make certain adjustments to the borrowing base calculation in a manner we believe favorable to us.
As of December 19, 2014, the applicable margin is 1.50% for LIBOR borrowings and standby letter of credit fees, 0.50% for Base Rate borrowings and 0.75% for commercial letter of credit fees, in each case subject to adjustment based on facility availability, utilization and other matters. As of December 19, 2014, the unused line fee is 0.375% per annum, subject to adjustment according to the average daily principal amount of unused commitments under the Credit Facility.
The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Information Regarding Certain Relationships
We maintain bank accounts at, and use the treasury management services of, certain of the lenders under the Credit Facility. An affiliate of Wells Fargo serves as transfer agent and registrar for our common shares, and affiliates of Citibank, N.A., UBS AG, Stamford Branch, The Huntington National Bank and Regions Bank, four of the lenders under the Credit Facility, served as joint book-running managers and as representatives of the underwriters for our December 2014 offering of our 8.00% Senior Notes due 2029. In addition, Hospitality Properties Trust, or HPT, and other companies to which Reit Management & Research LLC, or RMR, provides management services are parties to agreements with affiliates of Wells Fargo that provide for the issuance of credit or other services. Some of the lenders under the Credit Facility and their respective affiliates also have engaged and may, from time to time in the future, engage in transactions with and perform services for us, RMR, HPT and other companies to which RMR provides management services in the ordinary course of their business for which they will receive customary fees or expenses.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
On December 23, 2014, we issued a press release announcing the Amendment. A copy of that press release is furnished as Exhibit 99.1 hereto.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL 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 AND THEIR IMPLICATIONS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, SOME OF WHICH ARE BEYOND OUR CONTROL. FOR EXAMPLE:
· INTEREST PAYMENTS UNDER THE CREDIT FACILITY ARE EQUAL TO LIBOR PLUS A SPREAD, WHICH IS CURRENTLY 150 BASIS POINTS. THE SPREAD IS DETERMINED BY THE AMOUNT OF AVAILABILITY UNDER THE CREDIT FACILITY, WHICH IS BASED ON THE AMOUNT OF QUALIFYING COLLATERAL OWNED BY TRAVELCENTERS OF AMERICA LLC. AS A RESULT, INTEREST PAYMENTS UNDER THE CREDIT FACILITY MAY BE HIGHER THAN LIBOR PLUS 150 BASIS POINTS. ALSO, ACTUAL ANNUAL COSTS UNDER THE CREDIT FACILITY WILL BE HIGHER THAN LIBOR PLUS A SPREAD ON DRAWINGS BECAUSE OF OTHER FEES AND EXPENSES ASSOCIATED WITH THE CREDIT FACILITY.
· AVAILABILITY OF BORROWINGS UNDER THE CREDIT FACILITY IS SUBJECT TO LIMITS BASED ON TRAVELCENTERS OF AMERICA LLC MAINTAINING CERTAIN LEVELS OF QUALIFYING COLLATERAL. ACCORDINGLY, THE MAXIMUM AMOUNT AVAILABLE UNDER THE CREDIT FACILITY MAY BE LESS THAN $200 MILLION.
THE INFORMATION CONTAINED IN OUR ANNUAL REPORT ON FORM 10-K FOR OUR YEAR ENDED DECEMBER 31, 2013, AND SUBSEQUENT DOCUMENTS WE HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS. ALSO, OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS ARE DESCRIBED MORE FULLY IN THE SECTION CAPTIONED RISK FACTORS IN OUR ANNUAL REPORT ON FORM 10-K FOR OUR YEAR ENDED DECEMBER 31, 2013.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKING STATEMENT AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
Item 9.01. Exhibits.
(d) Exhibits
10.1 |
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Amendment No. 1 to Amended and Restated Loan and Security Agreement, dated as of December 19, 2014, by and among TravelCenters of America LLC, TA Leasing LLC, TA Operating LLC, as borrowers, each of the Guarantors named therein, Wells Fargo Capital Finance, LLC, as Agent, and the entities party thereto as Lenders |
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99.1 |
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Press release issued by TravelCenters of America LLC, dated December 23, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TRAVELCENTERS OF AMERICA LLC |
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By: |
/s/ Andrew J. Rebholz |
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Andrew J. Rebholz |
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Executive Vice President, Chief Financial Officer and Treasurer |
Dated: December 23, 2014
EXHIBIT INDEX
Exhibit |
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Description |
10.1 |
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Amendment No. 1 to Amended and Restated Loan and Security Agreement, dated as of December 19, 2014, by and among TravelCenters of America LLC, TA Leasing LLC, TA Operating LLC, as borrowers, each of the Guarantors named theirein, Wells Fargo Capital Finance, LLC, as Agent, and the entities party thereto as Lenders |
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99.1 |
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Press release issued by TravelCenters of America LLC, dated December 23, 2014 |
Exhibit 10.1
[Execution Copy]
AMENDMENT NO. 1 TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Amendment), dated as of December 19, 2014, by and among TravelCenters of America LLC, a Delaware limited liability company (Parent), TA Leasing LLC, a Delaware limited liability company (TA Leasing), TA Operating LLC, a Delaware limited liability company (TA Operating, and together with Parent and TA Leasing, each individually, a Borrower and collectively, Borrowers), TravelCenters of America Holding Company LLC, a Delaware limited liability company (Holding), Petro Franchise Systems LLC, a Delaware limited liability company (Petro Franchise), TA Franchise Systems LLC, a Delaware limited liability company (TA Franchise), TA Operating Nevada LLC, a Nevada limited liability company (TA Nevada), TA Operating Texas LLC, a Texas limited liability company (TA Texas), TA Operating Montana LLC, a Delaware limited liability company (TA Montana, and together with Holding, Petro Franchise, TA Franchise, TA Nevada and TA Texas, each individually, a Guarantor and collectively, Guarantors), the parties hereto as lenders (each individually, a Lender and collectively, Lenders) and Wells Fargo Capital Finance, LLC, a Delaware limited liability company, in its capacity as agent for Lenders (in such capacity, Agent).
W I T N E S S E T H:
WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Agent and Lenders have made and may make loans and advances and have provided and may provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated October 25, 2011, by and among Agent, Lenders, Borrowers and Guarantors, as supplemented by the Joinder Agreement, dated February 26, 2014, and by the Joinder Agreement, dated February 27, 2014 (as the same has been further amended, modified or supplemented prior to the date hereof, the Loan Agreement), and the other Financing Agreements (as defined in the Loan Agreement);
WHEREAS, Girkin Development, LLC, a Kentucky limited liability company, was formerly a Borrower under the Financing Agreements, but merged on May 1, 2014 into TA Operating (with TA Operating being the surviving entity);
WHEREAS, Borrowers have requested that Agent and Lenders agree to make certain amendments to the Loan Agreement, and Agent and Lenders are willing to agree to such amendments, subject to the terms and conditions contained herein; and
WHEREAS, by this Amendment, Borrowers, Guarantors, Agent and Lenders desire and intend to evidence such amendments;
NOW THEREFORE, in consideration of the foregoing, and the respective agreements and covenants contained herein, the parties hereto agree as follows:
1. Interpretation . For purposes of this Amendment, unless otherwise defined herein, capitalized terms used herein which are defined in the Loan Agreement shall have the meanings given to such terms in the Loan Agreement.
2. Additional Definitions . Section 1 of the Loan Agreement is hereby amended by inserting the following definitions in correct alphabetical sequence:
Amendment No. 1 shall mean Amendment No. 1 to Amended and Restated Loan and Security Agreement, dated as of December 19, 2014 by and among Agent, certain Lenders party thereto, Borrowers and Guarantors, as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated or replaced.
Amendment No. 1 Effective Date is the date on which the conditions precedent to the effectiveness of Amendment No. 1 shall have been satisfied.
3. Amendment to Applicable Fee Rate . The definition of Applicable Fee Rate in Section 1 of the Loan Agreement is hereby amended and restated as follows:
Applicable Fee Rate shall mean, for each month ending after the date of this Agreement, (a) one-quarter of one (0.250%) percent, if the difference (if positive) between (i) the Maximum Credit and (ii) the average daily principal balance of the outstanding Revolving Loans and Letter of Credit Accommodations during such month (or part thereof) exceeds fifty (50%) percent of the Maximum Credit, or (b) three-eighths of one (0.375%) percent, if the difference (if positive) between (i) the Maximum Credit and (ii) the average daily principal amount of the outstanding Revolving Loans and Letter of Credit Accommodations during such month (or part thereof) is less than or equal to fifty (50%) percent of the Maximum Credit.
4. Amendment to Applicable Margin . The definition of Applicable Margin in Section 1 of the Loan Agreement is hereby amended by deleting the pricing grid therein, and replacing it with the following:
Tier |
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Monthly Average
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Applicable
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Applicable
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1 |
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Greater than $80,000,000 |
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1.50 |
% |
0.50 |
% |
2 |
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Less than or equal to $80,000,000 and greater than $40,000,000 |
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1.75 |
% |
0.75 |
% |
3 |
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Less than or equal to $40,000,000 |
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2.00 |
% |
1.00 |
% |
5. Amendment to Borrowing Base . Clause (a) of the definition of Borrowing Base in Section 1 of the Loan Agreement is hereby amended and restated as follows:
(a) the amount equal to: (i) eighty five (85%) percent of Eligible Accounts, plus (ii) ninety (90%) percent of Eligible Credit Card Receivables, plus (iii) the least of (A) the Fuel Inventory Loan Limit, (B) ninety (90%) percent multiplied by the Value of Eligible Inventory consisting of gasoline and diesel fuel, and (C) ninety (90%) percent of the Net Recovery Percentage multiplied by the Value of such Eligible Inventory, plus (iv) the lesser of (A) sixty five (65%) percent multiplied by the Value of Eligible Inventory (other than Eligible Inventory consisting of gasoline or diesel fuel) or (B) eighty five (85%) percent of the Net Recovery Percentage multiplied by the Value of such Eligible Inventory, plus (v) one hundred (100%) percent of Eligible Cash Collateral, minus
6. Amendment to Cash Dominion Period . The definition of Cash Dominion Period in Section 1 of the Loan Agreement is hereby amended and restated as follows:
Cash Dominion Period shall mean a period either (a) commencing on the date that an Event of Default shall have occurred and ending on the date thereafter that such Event of Default shall cease to be continuing or (b) commencing on the date that Excess Availability shall have fallen below the amount equal to twelve and one-half (12.5%) percent of the Maximum Credit for four (4) consecutive days and ending on the date thereafter that Excess Availability has been greater than the amount equal to twelve and one-half (12.5%) percent of the Maximum Credit for thirty (30) consecutive days.
7. Amendment to Compliance Period . The definition of Compliance Period in Section 1 of the Loan Agreement is hereby amended and restated as follows:
Compliance Period shall mean the period commencing on the date on which Excess Availability has fallen below an amount equal to ten (10%) percent of the Maximum Credit and ending on a subsequent date on which Excess Availability has been greater than an amount equal to ten (10%) percent of the Maximum Credit on each day for thirty (30) consecutive days.
8. Amendment to Fuel Inventory Loan Limit . The definition of Fuel Inventory Loan Limit in Section 1 of the Loan Agreement is hereby amended and restated as follows:
Fuel Inventory Loan Limit shall mean, at any time, the amount equal to forty (40%) percent of the Maximum Credit at such time.
9. Amendment to Letter of Credit Fees . Section 2.2(b) of the Loan Agreement is hereby amended by deleting the pricing grid and replacing it with the following:
Tier |
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Monthly Average
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Commercial
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Standby
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1 |
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Greater than $80,000,000 |
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0.75 |
% |
1.50 |
% |
2 |
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Less than or equal to $80,000,000 and greater than $40,000,000 |
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0.875 |
% |
1.75 |
% |
3 |
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Less than or equal to $40,000,000 |
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1.00 |
% |
2.00 |
% |
10. Amendment to Certified Public Accountant . Section 9.6(a)(iii) of the Loan Agreement is hereby amended and restated as follows:
(iii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements of Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of operations of Parent and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be McGladrey LLP, or a Big Four accounting firm or another independent accounting firm selected by Borrowers and acceptable to Agent, that such audited financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Parent and its Subsidiaries as of the end of and for the fiscal year then ended.
11. Amendment to Maturity Date . The first sentence of Section 13.1(a) of the Loan Agreement is hereby amended and restated as follows:
This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect for a term ending on the date five (5) years from the date of Amendment No. 1 (the Maturity Date).
12. Amendment to Form of Compliance Certificate (Exhibit C) . Exhibit C to the Loan Agreement is hereby amended by deleting the phrase Cash Dominion Period in paragraph 5 thereof and replacing it with Compliance Period.
13. Amendment to Form of Borrowing Base Certificate (Exhibit D) . Exhibit D to the Loan Agreement is hereby amended by replacing it with Exhibit A hereto.
14. Representations and Warranties . Each Borrower and Guarantor represents and warrants to and in favor of Agent and each Lender as follows, which representations and warranties are continuing and shall survive the execution and delivery hereof, the truth and accuracy of each, together with the representations and warranties in the other Financing Agreements, being a condition of the effectiveness of this Amendment:
(a) Neither the execution and delivery of this Amendment or any other agreements, documents and instruments executed or delivered in connection herewith (together with this Amendment, the Amendment Documents) nor the consummation of the transactions contemplated hereby or thereby, nor compliance with the provisions hereof or thereof (i) has resulted in or shall result in the creation or imposition of any Lien upon any of the Collateral, except in favor of Agent, (ii) has resulted in or shall result in the incurrence, creation or assumption of any Indebtedness of any Borrower or Guarantor, except as expressly permitted under Section 9.9 of the Loan Agreement, (iii) has violated or shall violate any applicable laws or regulations or any order or decree of any court or Governmental Authority in any material respect, (iv) does or shall conflict with or result in the breach of, or constitute a default in any respect under any material mortgage, deed of trust, security agreement, agreement or instrument to which any Borrower or Guarantor is a party or may be bound, or (v) violates or shall violate any provision of the certificate of formation, operating agreement or other organizational documents of any Borrower or Guarantor.
(b) Each of the Amendment Documents have been duly authorized, executed and delivered by all necessary action on the part of Borrowers and Guarantors which are party hereto and is in full force and effect as of the date hereof, as the case may be, and the obligations of Borrowers or Guarantors contained herein constitute legal, valid and binding obligations of Borrowers and Guarantors, as the case may be, enforceable against them in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law limiting creditors rights generally and by general equitable principles.
(c) All of the representations and warranties set forth in the Loan Agreement as amended hereby, and the other Financing Agreements, are true and correct in all material respects after giving effect to the provisions of this Amendment, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified by materiality in the text thereof).
(d) No action of, or filing with, or consent of any Governmental Authority, and no material approval or consent of any other party, is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment or the transactions contemplated hereby, except for any actions or filings already made or taken and approvals or consents previously obtained.
(e) As of the date hereof, no Default or Event of Default exists or has occurred and is continuing.
15. Conditions Precedent . This Amendment shall not be effective until each of the following conditions precedent is satisfied in a manner reasonably satisfactory to Agent:
(a) Agent shall have received counterparts of this Amendment, duly authorized, executed and delivered by Borrowers, Guarantors and Lenders;
(b) Agent shall have received the Amendment No. 1 Fee Letter by and among Agent and Borrowers, as duly authorized, executed and delivered by Borrowers;
(c) Agent shall have received from Borrowers in immediately available funds, or Agent shall have charged to any loan account of Borrowers, all of the fees required to be paid pursuant to the Amendment No. 1 Fee Letter referred to above;
(d) Agent shall have received (i) an Assignment and Acceptance, duly authorized, executed and delivered by the parties thereto, pursuant to which CIT Finance LLC assigns its right, title and interest in and to the Commitments, Revolving Loans and related rights to Wells Fargo Capital Finance, LLC, (ii) an Assignment and Acceptance, duly authorized, executed and delivered by the parties thereto, pursuant to which First Merit Bank, N.A. assigns its right, title and interest in and to the Commitments, Revolving Loans and related rights to Wells Fargo Capital Finance, LLC and (iii) evidence that the transactions contemplated by such Assignment and Acceptance have been consummated;
(e) Agent shall have received a secretarys certificate, duly authorized, executed and delivered by the secretary of each Borrower and Guarantor, in form and substance reasonably satisfactory to Agent, which (among other things) certifies the resolutions of the Board of Directors (or similar governing body) of such Borrower or Guarantor, as applicable, evidencing the approval of the transactions contemplated by this Amendment; and
(f) no Default or Event of Default shall exist or have occurred and be continuing.
16. Effect of this Amendment . This Amendment constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior oral or written communications, memoranda, proposals, negotiations, discussions, term sheets and commitments with respect to the subject matter hereof. Except as expressly provided herein, no other changes or modifications to the Loan Agreement or any of the other Financing Agreements, or waivers of or consents under any provisions of any of the foregoing, are intended or implied by this Amendment, and in all other respects the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date of this Amendment. The applicable provisions of this Amendment and the Loan Agreement shall be read and interpreted as one agreement. To the extent that any provision of the Loan Agreement or any of the other Financing Agreements conflicts with any provision of this Amendment, the provision of this Amendment shall control. Upon and after the effectiveness of this Amendment, each reference in the Loan Agreement to this Agreement, hereunder, herein, hereof or words of like import referring to the Loan Agreement, and each reference in the other Financing Agreements to the Loan Agreement, thereunder, therein, thereof or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as modified and amended hereby.
17. Further Assurances . Borrowers and Guarantors shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent to effectuate the provisions and purposes of this Amendment.
18. Governing Law . The validity, interpretation and enforcement of this Amendment and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.
19. Binding Effect . This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.
20. Counterparts . This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original but all of which when taken together shall constitute one and the same instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. This Amendment may be executed and delivered by telecopier (or other electronic transmission of a manually executed counterpart) with the same force and effect as if it were a manually executed and delivered counterpart. Any party delivering an executed counterpart of this Amendment by telecopier (or other electronic transmission of a manually executed counterpart) shall also deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment as to such party or any other party.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the day and year first above written.
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BORROWERS |
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TRAVELCENTERS OF AMERICA LLC |
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By: |
/s/ Andrew J. Rebholz |
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Name: |
Andrew J. Rebholz |
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Title: |
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
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TA LEASING LLC |
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By: |
/s/ Andrew J. Rebholz |
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Name: |
Andrew J. Rebholz |
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Title: |
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
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TA OPERATING LLC |
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By: |
/s/ Andrew J. Rebholz |
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Name: |
Andrew J. Rebholz |
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Title: |
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
[Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement]
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GUARANTORS |
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TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC |
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By: |
/s/ Andrew J. Rebholz |
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Name: |
Andrew J. Rebholz |
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Title: |
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
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PETRO FRANCHISE SYSTEMS LLC |
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By: |
/s/ Andrew J. Rebholz |
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Name: |
Andrew J. Rebholz |
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Title: |
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
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TA FRANCHISE SYSTEMS LLC |
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By: |
/s/ Andrew J. Rebholz |
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Name: |
Andrew J. Rebholz |
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Title: |
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
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TA OPERATING NEVADA LLC |
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By: |
/s/ Andrew J. Rebholz |
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Name: |
Andrew J. Rebholz |
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Title: |
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
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TA OPERATING TEXAS LLC |
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By: |
/s/ Andrew J. Rebholz |
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Name: |
Andrew J. Rebholz |
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Title: |
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
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Assistant Secretary |
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TA OPERATING MONTANA LLC |
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By: |
/s/ Andrew J. Rebholz |
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Name: |
Andrew J. Rebholz |
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Title: |
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
[Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement]
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AGENT |
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WELLS FARGO CAPITAL FINANCE, LLC, |
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as Agent and a Lender |
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By: |
/s/ Laura Wheeland |
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Name: |
Laura Wheeland |
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Title: |
Vice President |
[Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement]
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LENDERS |
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PNC BANK, NATIONAL ASSOCIATION |
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By: |
/s/ John Wenzinger |
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Name: |
John Wenzinger |
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Title: |
Vice President |
[Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement]
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LENDERS |
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UBS AG, STAMFORD BRANCH |
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By: |
/s/ Houssem Daly |
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Name: |
Houssem Daly |
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Title: |
Associate Director |
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Banking Product Services, US |
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UBS AG, STAMFORD BRANCH |
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By: |
/s/ Craig Pearson |
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Name: |
Craig Pearson |
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Title: |
Associate Director |
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Banking Product Services, US |
[Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement]
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LENDERS |
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REGIONS BANK |
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By: |
/s/ Michael Kempel |
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Name: |
Michael Kempel |
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Title: |
Senior Vice President |
[Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement]
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LENDERS |
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CITIBANK, NA |
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By: |
/s/ Christopher Marino |
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Name: |
Christopher Marino |
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Title: |
Vice President and Director |
[Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement]
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LENDERS |
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THE HUNTINGTON NATIONAL BANK |
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By: |
/s/ Tracy Salyers |
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Name: |
Tracy Salyers |
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Title: |
Vice President |
[Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement]
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LENDERS |
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SIEMENS FINANCIAL SERVICES, INC. |
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By: |
/s/ Jeffrey B. Ierverse |
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Name: |
Jeffrey B. Ierverse |
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Title: |
Vice President |
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By: |
/s/ Paul Ramseur |
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Name: |
Paul Ramseur |
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Title: |
Chief Risk Officer |
[Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement]
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LENDERS |
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CITY NATIONAL BANK |
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By: |
/s/ Robert Yasuda |
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Name: |
Robert Yasuda |
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Title: |
Senior Vice President |
[Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement]
TravelCenters of America LLC
Borrowing Base Certificate
CONFIDENTIAL
To: |
Wells Fargo Capital Finance |
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10 S. Wacker Drive |
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13th Floor |
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Chicago, IL 60606 |
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Phone: (312) 332-0420 |
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Facsimile: (312) 332-0424 |
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Attn: Laura Wheeland |
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RE: |
Borrowing Base Certificate as of: |
Borrowing Base
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Eligible Amount |
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Advance
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Amount Available |
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Cash and Cash Equivalents |
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$ |
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100.0 |
% |
$ |
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Credit Card Receivables |
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90.0 |
% |
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Accounts Receivable |
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85.0 |
% |
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Inventory |
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Fuel Inventory |
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89.0 |
% |
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PPSC Warehouse Inventory |
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41.1 |
% |
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Store Inventory |
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58.7 |
% |
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Shop Inventory |
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25.8 |
% |
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Total Inventory |
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$ |
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Reduction to limitation amount |
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Total Inventory, not to exceed 50% of Revolver Commitment |
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0.0 |
% |
$ |
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Gross Borrowing Base |
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$ |
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Less: Reserve for State Excise, Sales and Use Taxes |
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Less: 50% Gift Card Liability Reserve |
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Less: Reserve for lottery funds |
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Subtotal - reserves |
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Net Borrowing Base |
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Revolver commitment |
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$ |
200,000,000 |
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Lesser of net borrowing base or revolver commitment |
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$ |
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Less Balances Outstanding |
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Revolver Loans Outstanding |
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Swing Loans Outstanding |
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Letter of Credit Exposure Outstanding (12/17/14) |
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Excess Availability |
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$ |
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G. Shop Inventory |
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(includes Tires, Parts, and Oil, and other) |
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1. Gross Shop Inventory |
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2. Less: Ineligible Shop Inventory |
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a. Components which are not part of finished goods |
- |
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b. Spare parts for equipment |
- |
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c. Packaging and shipping materials |
- |
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d. Supplies used or consumed in such Borrowers business |
- |
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e. Inventory at premises other than those owned or leased and controlled by any Borrower, unless Agent shall have received a Collateral Access Agreement from the owner and lessor of such location, duly authorized, executed and delivered by such owner and lessor or Agent shall have established Reserves in respect to such amounts payable to the owner or lessor |
- |
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f. Inventory subject to a security interest or lien in favor of any Person other than Agent except those permitted in the LSA that are subject to an intercreditor agreement in form and substance reasonably satisfactory to Agent |
- |
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g. Bill and hold goods |
- |
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h. Unserviceable, obsolete or slow moving Inventory |
- |
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i. Inventory that is not subject to the first priority, valid and perfected security interest of Agent |
- |
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j. Returned, damaged and/or defective Inventory |
- |
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k. Inventory purchased or sold on consignment |
- |
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l. Inventory located outside the United States of America |
- |
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m. Inventory which is subject to or uses a trademark or other intellectual property licensed by a third party to a Borrower unless either (i) Agent shall have received an agreement, in form and substance reasonably satisfactory to Agent, from such third party licensor in favor of Agent, duly authorized, executed and delivered by such Borrower and such third party licensor or (ii) Agent shall have otherwise determined that Agent has the right to sell such Inventory. |
- |
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n. Rebate Reserve |
- |
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o. Other ineligibles at reasonable discretion of Agent |
- |
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p. Shrink Reserve |
- |
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3. Total Ineligible Shop Inventory |
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$ |
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4. Total Eligible Shop Inventory |
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$ |
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Rate of advance |
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x 25.8% |
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Total Available Shop Inventory |
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= |
$ |
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In connection with the foregoing, we hereby acknowledge and agree that, as of the date hereof, the Agreement remains in full force and effect, is binding upon us and enforceable against us in accordance with its terms, and we certify to you that, as of the date hereof, there exists no Event of Default under said Agreement or event which, with the passage of time or the giving of notice, or both, would so constitute an Event of Default. We hereby restate and renew each and every representation and warranty made by us in the Agreement in connection therewith, effective as of the date hereof.
TravelCenters of America LLC |
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By: |
William E. Myers |
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Title: |
Senior Vice President and Chief Accounting Officer |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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Contact: |
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Timothy A. Bonang, Vice President, Investor Relations |
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(617) 796-8251 |
TravelCenters of America LLC Extends Maturity and Improves Pricing on
Existing $200 Million Credit Facility
Westlake, OH (December 23, 2014): TravelCenters of America LLC (NYSE: TA) today announced that it has amended its existing $200 million revolving credit facility.
Prior to the amendment, TAs credit facility had a maturity date of October 25, 2016 and interest paid on drawings was LIBOR plus 225 basis points. The maturity date of the amended credit facility is extended by more than three years to December 19, 2019, and interest paid on drawings is reduced to LIBOR plus 150 basis points, subject to adjustment based on facility availability, utilization and other matters.
In addition, the unused line fee was reduced by 25 basis points to 37.5 basis points per annum, subject to adjustment according to the average daily principal amount of unused commitments under the credit facility. The credit facility remains secured by TAs accounts receivable, inventory and other assets (excluding real estate assets).
Andy Rebholz, TAs Chief Financial Officer, made the following statement regarding todays announcement:
TAs successful amendment to the credit facility reduces our costs and extends its term, which further enhances our financial flexibility. We greatly appreciate the support we received from our lenders.
Name of Institution |
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Facility Title |
Wells Fargo Capital Finance, LLC |
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Sole Lead Arranger and Bookrunner |
PNC Bank, National Association |
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Syndication Agent |
Regions Bank |
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Co-Documentation Agent |
UBS Loan Finance LLC |
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Co-Documentation Agent |
Citibank, NA |
|
Lender |
The Huntington National Bank |
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Lender |
Siemens Financial Services, Inc. |
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Lender |
City National Bank |
|
Lender |
About TravelCenters of America LLC:
TAs travel centers operate under the TravelCenters of America, TA, Petro Stopping Centers and Petro brand names and offer diesel and gasoline fueling, restaurants, truck repair facilities, stores and other services. TAs nationwide business includes travel centers located in 43 U.S. states and in Canada. TA also operates convenience stores with gasoline stations under the Minit Mart brand name, primarily in Kentucky.
WARNING REGARDING FORWARD LOOKING STATEMENTS
CERTAIN STATEMENTS CONTAINED IN THIS PRESS RELEASE ARE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS IMPLYING THE COSTS OF AND THE FUTURE AVAILABILITY OF BORROWINGS UNDER THE REVOLVING CREDIT FACILITY. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:
· INTEREST PAYMENTS UNDER THE CREDIT FACILITY ARE EQUAL TO LIBOR PLUS A SPREAD, WHICH IS CURRENTLY 150 BASIS POINTS. THE SPREAD IS DETERMINED BY THE AMOUNT OF AVAILABILITY UNDER THE CREDIT FACILITY, WHICH IS BASED ON THE AMOUNT OF QUALIFYING COLLATERAL OWNED BY TA. AS A RESULT, INTEREST PAYMENTS UNDER THE CREDIT FACILITY MAY BE HIGHER THAN LIBOR PLUS 150 BASIS POINTS. ALSO, ACTUAL ANNUAL COSTS UNDER THE CREDIT FACILITY WILL BE HIGHER THAN LIBOR PLUS A SPREAD ON DRAWINGS BECAUSE OF OTHER FEES AND EXPENSES ASSOCIATED WITH THE CREDIT FACILITY.
· AVAILABLITY OF BORROWINGS UNDER THE CREDIT FACILITY IS SUBJECT TO LIMITS BASED ON TA MAINTAINING CERTAIN LEVELS OF QUALIFYING COLLATERAL. ACCORDINGLY, THE MAXIMUM AMOUNT AVAILABLE UNDER THE CREDIT FACILITY MAY BE LESS THAN $200 MILLION.
FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS. EXCEPT AS MAY BE REQUIRED BY LAW, TA DOES NOT INTEND TO IMPLY THAT IT WILL UPDATE OR REVISE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
(end)