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): June 23, 2015

 

TRAVELCENTERS OF AMERICA LLC

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33274

 

20-5701514

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

24601 Center Ridge Road,
Westlake, Ohio

 

44145

(Address of principal executive offices)

 

(Zip Code)

 

440-808-9100

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K 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 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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 in our Current Report on Form 8-K dated June 1, 2015, or the June 1 Form 8-K, our Current Report on Form 8-K dated June 9, 2015, or the June 9 Form 8-K, and our Current Report on Form 8-K dated June 16, 2015, or the June 16 Form 8-K, which Current Reports are incorporated herein by reference, on June 1, 2015, TravelCenters of America LLC, or the Company, and three of its subsidiaries, which subsidiaries we refer to collectively with the Company as we, our, us, or TA, entered a Transaction Agreement, or the Transaction Agreement, with our principal landlord, Hospitality Properties Trust, and four of its subsidiaries, which we refer to collectively as HPT, under which, among other things, HPT agreed to purchase from us for $279.4 million 14 travel centers we owned and certain assets we owned at 11 properties we currently lease from HPT, which properties HPT agreed to lease back to us. Defined terms used, but not defined, in this Current Report have the meanings ascribed to such terms in the June 9 Form 8-K or the June 16 Form 8-K, as applicable.

 

On June 23, 2015, we completed the third closing of the transactions contemplated by the Transaction Agreement, which we refer to herein as the Third Closing, as follows:

 

·                   Our subsidiary, TA Operating LLC, or TA Operating, entered into two sales agreements with HPT, or the June 23 Sales Agreements, pursuant to which HPT purchased for approximately $20.1 million in aggregate one travel center we owned and certain assets we owned at another travel center that we lease from HPT under the New Lease No. 4 and HPT leased back the travel center and assets to us under the New Lease No. 2 and New Lease No. 4, respectively. Our annual rent increased by $1.7 million as a result of the sale and leaseback of the travel center and assets completed on June 23, 2015, which amount is reflected in the minimum annual rent amount under the New Lease No. 2 and New Lease No. 4 noted below.

 

·                   In connection with the June 23 Sales Agreements, TA Operating entered into second amendments to the New Lease No. 2 and New Lease No. 4 to add the travel center and assets, respectively, sold to HPT on June 23, 2015.  Minimum annual rent under each of the New Lease No. 2 and New Lease No. 4, each as amended, is now approximately $42.9 and $42.5 million, respectively, in the aggregate for each lease, subject to future adjustment if we complete the remaining transactions contemplated under the Transaction Agreement and if HPT purchases from TA capital improvements made to the leased travel centers.

 

Pursuant to the Transaction Agreement, TA has elected to postpone beyond June 30, 2015, but not later than December 31, 2015, the sale to HPT of two other travel centers and the assets at one other property for $51.5 million in the aggregate.

 

The foregoing descriptions of the June 23 Sales Agreements and the second amendments to the New Leases, which we refer to collectively as the Third Closing Agreements, the New Leases, the Transaction Agreement and the related transactions are not complete and are qualified in their entirety by reference to the full text of the Third Closing Agreements, the Second Closing Agreements, as described and defined in the June 16 Form 8-K, the New Leases, the Transaction Agreement and the forms of the other related agreements, all of which are filed as exhibits to this Form 8-K, the June 16 Form 8-K, the June 9 Form 8-K or the June 1 Form 8-K and are incorporated by reference herein.

 

Information Regarding Certain Relationships

 

The information under “ Information Regarding Certain Relationships ” in the June 9 Form 8-K is incorporated herein by reference.

 

2



 

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.  FOR EXAMPLE, UNDER OUR TRANSACTION AGREEMENT WITH HPT, IN ADDITION TO THE TRANSACTIONS THAT HAVE ALREADY BEEN COMPLETED PURSUANT TO THE TRANSACTION AGREEMENT, WE AGREED TO SELL TO, AND LEASE BACK FROM, HPT ADDITIONAL TRAVEL CENTERS AND CERTAIN ASSETS. THESE SEVERAL AGREEMENTS CREATE SEPARATE CONTRACTUAL OBLIGATIONS. THE SEVERAL OBLIGATIONS ARE SUBJECT TO VARIOUS TERMS AND CONDITIONS TYPICAL OF LARGE, COMPLEX REAL ESTATE TRANSACTIONS. SOME OF THESE TERMS AND CONDITIONS MAY NOT BE SATISFIED AND, AS A RESULT, SOME OF THESE TRANSACTIONS MAY BE DELAYED, MAY NOT OCCUR OR THE TERMS MAY CHANGE.

 

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 SEC’S 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                         Second Amendment to Amended and Restated Lease Agreement No. 2, dated June 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)

 

10.2                         Second Amendment to Amended and Restated Lease Agreement No. 4, dated June 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)

 

10.3                         Sales Agreement, dated June 23, 2015, between HPT TA Properties Trust and TA Operating LLC (filed herewith)

 

10.4                         Sales Agreement, dated June 23, 2015, between HPT TA Properties Trust and TA Operating LLC (filed herewith)

 

10.5                         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 8-K

 

3



 

dated June 1, 2015)

 

99.1                         Pro Forma Financial Statements (filed herewith)

 

4



 

SIGNATURE

 

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.

 

 

 

TRAVELCENTERS OF AMERICA LLC

 

 

 

Date:   June 24, 2015

By:

/s/ Andrew J. Rebholz

 

 

Andrew J. Rebholz

 

 

Executive Vice President, Chief Financial Officer and Treasurer

 


Exhibit 10.1

 

SECOND AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 2

 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2 (this “ Amendment ”) is made and entered into as of June 23, 2015 by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

 

W I T N E S S E T H :

 

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 2, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 16, 2015 (as so amended, the “ Lease ”), pursuant to which Landlord leases to Tenant and Tenant leases from Landlord certain land and improvements, all as set forth in the Lease; and

 

WHEREAS , as of the date of this Amendment, HPT TA Properties Trust has acquired from Tenant certain land and improvements comprising a travel center having an address at 435 Winton Parkway, Livingston, California 95334, as further described on Exhibit A-37 attached to this Amendment (collectively, the “ Livingston Property ”); and

 

WHEREAS , Landlord and Tenant desire to amend the Lease to include the Livingston Property as a Property (as defined in the Lease);

 

NOW, THEREFORE , in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree, as of the date of this Amendment, as follows:

 

1.             Capitalized Terms .  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease.

 

2.             Commencement Date .  The defined term “Commencement Date” shall mean, with respect to the Livingston Property, the date of this Amendment.

 

3.             Minimum Rent .  The defined term “Minimum Rent” set forth in Section 1.66 of the Lease is hereby deleted in its entirety and replaced with the following:

 

Minimum Rent ” shall mean Forty-Two Million Eight Hundred Fifty-Nine Thousand One  Hundred Sixty-Nine Dollars ($42,859,169), subject to adjustment as provided in Section 3.1.1(b) .

 

4.             Leased Property .  Section 2.1(a) of the Lease is hereby amended by deleting the reference to “Exhibits A-1 through A-36” in the second line thereof and replacing it with a reference to “Exhibits A-1 through A-37”.

 



 

5.             Exhibit A .  Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-36” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-37” attached hereto and (b) adding Exhibit A-37 attached to this Amendment immediately following Exhibit A-36 to the Lease.

 

6.             Exhibit B .  Exhibit B to the Lease is hereby deleted in its entirety and replaced with Exhibit B attached to this Amendment.

 

7.             Ratification .  As amended hereby, the Lease is hereby ratified and confirmed and all other terms remain in full force and effect.

 

[Signature Page Follows]

 

2



 

IN WITNESS WHEREOF , Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

 

 

LANDLORD:

 

 

 

HPT TA PROPERTIES TRUST

 

 

 

 

 

By:

/s/ John G. Murray

 

 

John G. Murray

 

 

President

 

 

 

 

 

HPT TA PROPERTIES LLC

 

 

 

 

 

By:

/s/ John G. Murray

 

 

John G. Murray

 

 

President

 

 

 

 

 

TENANT:

 

 

 

TA OPERATING LLC

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Mark R. Young

 

 

Executive Vice President

 

Reference is made to that certain Guaranty Agreement, dated as of June 9, 2015, given by TRAVELCENTERS OF AMERICA LLC , a Delaware limited liability company (the “ Guarantor ”), to Landlord with respect to Tenant’s obligations under the Lease (the “ Guaranty ”).  Guarantor hereby confirms that all references in such Guaranty to the word “ Lease ” shall mean the Lease, as defined therein, as amended by this Amendment (and any prior amendments referenced in this Amendment), and said Guarantor hereby reaffirms the Guaranty.

 

 

TRAVELCENTERS OF AMERICA LLC

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Mark R. Young

 

 

Executive Vice President

 

[Signature Page to 2nd Amendment to Lease No. 2]

 



 

EXHIBITS A-1 through A-37

 

Land

 

Exhibit

 

TA Site No.

 

Property Address

A-1

 

54

 

9201 Grand Bay Wilmer Rd, Grand Bay (Mobile), AL 36541.

A-2

 

7

 

2949 S. Toltec Road, Eloy, AZ 85213.

A-3

 

94

 

946 West Beale Street, Kingman, AZ, 86401.

A-4

 

33

 

408 Highway 149 North, Earle (West Memphis), AR 72331.

A-5

 

227

 

2930 Lenwood Rd., Barstow, CA 92311.

A-6

 

57

 

19483 Knighton Rd., Redding, CA 96002.

A-7

 

248

 

1650 C.R. 210 West, Jacksonville (Jacksonville South), FL 32259.

A-8

 

158

 

11706 Tamp Gateway Blvd., Seffner (Tampa), FL 33584.

A-9

 

156

 

30732 Highway 441 South, Commerce, GA 30529.

A-10

 

249

 

6901 Bellville Road, Lake Park, GA 31636.

A-11

 

167

 

4115 Broadway, Boise, ID 83705.

A-12

 

30

 

16650 Russell Rd., Russell (Chicago North), IL 60075.

A-13

 

199

 

819 Edwardsville Road, Troy, IL 62294.

A-14

 

65

 

2636 E. Tipton Street, Seymour, IN 47274.

A-15

 

66

 

3210 South 7th Street, Council Bluffs, IA 51501.

A-16

 

237

 

8560 Greenwood Rd., Greenwood, LA 71033.

A-17

 

69

 

1255 N. Dixie Hwy, Monroe, MI 48162.

A-18

 

190

 

13400 Rogers Drive, Rogers, MN 55374.

A-19

 

52

 

100 North Broadway, Oak Grove, MO 64075.

A-20

 

90

 

103 Prospectors Drive , Ogallala, NE 69153.

A-21

 

108

 

8050 Dean Martin Drive, Las Vegas, NV 89139.

A-22

 

48

 

975 St. Rt. 173, Bloomsbury, NJ 08804.

A-23

 

23

 

HC 69 - Box 120, Santa Rosa, NM 88435.

A-24

 

209

 

40 Riverside Drive, Fultonville, NY 12072.

A-25

 

2

 

1101 NC Highway 61, Whitsett (Greensboro), NC 27377.

A-26

 

39

 

10679 Lancaster Rd., Hebron, OH 43025.

A-27

 

29

 

5551 St. Rt. 193, Kingsville, OH 44048.

A-28

 

59

 

501 South Morgan Road, Oklahoma City (West), OK 73128.

A-29

 

56

 

21856 Bents Road, NE, Aurora (Portland), OR 97002.

A-30

 

215

 

4050 Depot Road, Erie (Harborcreek), PA 16510.

A-31

 

12

 

7848 Linglestown Road, Harrisburg, PA 17112.

A-32

 

13

 

608 Lovell Road, Knoxville, TN 37932.

A-33

 

17

 

6800 Thompson Road, Baytown, TX 77522.

A-34

 

230

 

704 West Interstate 20, Big Spring, TX 79720.

A-35

 

147

 

6170 I-10 East , San Antonio, TX 78219.

A-36

 

1

 

100 N. Carter Road, Ashland (Richmond), VA 23005.

A-37

 

170

 

435 Winton Parkway, Livingston, CA 95334.

 

[See attached copies.]

 



 

EXHIBIT A-37

 

435 Winton Parkway
Livingston, California 95334

 

PARCEL 1 AS SHOWN ON MAP ENTITLED, “PARCEL MAP FOR MICHAEL D. GALLO” RECORDED JULY 24, 2001 IN VOLUME 88 OF PARCEL MAPS AT PAGES 37 AND 38, MERCED COUNTY RECORDS. BEING A DIVISION OF PARCEL 3 AND THE REMAINDER PARCEL AS SHOWN ON THE “PARCEL MAP FOR JOSEPH E. GALLO” RECORDED IN VOLUME 85 OF PARCEL MAPS, AT PAGES 10 AND 11 OF SAID COUNTY RECORDS.

 

SAID PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

 

PARCEL 1, AS SHOWN ON THE “PARCEL MAP FOR MICHAEL D. GALLO” RECORDED IN BOOK 88 OF PARCEL MAPS AT PAGES 37 AND 38, MERCED COUNTY RECORDS.

 

SAID PARCEL BEING IN THE NORTHWEST QUARTER OF SECTION 26, TOWNSHIP 6 SOUTH, RANGE 11 EAST, MOUNT DIABLO BASE AND MERIDIAN, CITY OF LIVINGSTON, COUNTY OF MERCED, STATE OF CALIFORNIA.

 

THE EXTERIOR BOUNDARY OF SAID PARCEL IS MORE PARTICULARLY DESCRIBED AS FOLLOWS:

 

BEGINNING AT A 3/4” IRON PIPE, TAGGED L.S. 6494 MARKING THE NORTHWEST CORNER OF SAID PARCEL 1; THENCE S89°40’26”E 598.41 FEET ALONG THE SOUTH RIGHT OF WAY LINE OF JOSEPH GALLO DRIVE TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE ALONG A NON-TANGENT 40 FOOT RADIUS CURVE, CONCAVE TO THE SOUTHWEST WHOSE RADIUS BEARS S00°27’53”W, A DISTANCE OF 63.73 FEET, THROUGH A CENTRAL ANGLE OF 91°17’07” TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE ALONG A 2452.50 FOOT RADIUS CURVE, CONCAVE TO THE EAST, WHOSE RADIUS BEARS S88°15’00”E, A DISTANCE OF 53.41 FEET THROUGH A CENTRAL ANGLE OF 1°14’52” TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE S00°30’08”W 123.23 FEET ALONG THE WEST RIGHT OF WAY LINE OF SAID WINTON PARKWAY TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE S00°30’08”W 353.60 FEET TO THE NORTH LINE OF PARCEL 2 AS SHOWN ON SAID PARCEL MAP; THENCE S89°31’55”W 223.44 FEET ALONG SAID NORTH LINE; THENCE S00°01’25”W 204.16 FEET ALONG THE WEST LINE OF SAID PARCEL 2 TO THE NORTH RIGHT OF WAY LINE OF THAT CERTAIN STREET KNOWN AS “B” STREET; THENCE S89°31’55”W 424.75 FEET ALONG SAID NORTH RIGHT OF WAY LINE TO A 3/4” IRON PIPE, TAGGED L.S. 6944; THENCE N01°07’37”E 784.44 FEET TO THE POINT OF BEGINNING.

 

TOGETHER WITH RIGHTS PURSUANT TO DRAINAGE EASEMENT DATED AUGUST 1, 2001 AND RECORDED SEPTEMBER 27, 2001 AT BOOK 4277, PAGE 807 OF SAID COUNTY RECORDS.

APN: 022-020-005-000

 



 

EXHIBIT B

 

New Properties

 

TA Site No.

 

Property Address

237

 

8560 Greenwood Rd., Greenwood, LA 71033.

170

 

435 Winton Parkway, Livingston, CA 95334.

 


Exhibit 10.2

 

SECOND AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 4

 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 4 (this “ Amendment ”) is made and entered into as of June 23, 2015 by and between HPT TA PROPERTIES TRUST , a Maryland real estate investment trust, and HPT TA PROPERTIES LLC , a Maryland limited liability company, as landlord (collectively, “ Landlord ”), and TA OPERATING LLC , a Delaware limited liability company, as tenant (“ Tenant ”).

 

W I T N E S S E T H :

 

WHEREAS , Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 4, dated as of June 9, 2015, as amended by that First Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 16, 2015 (as so amended, the “ Lease ”), pursuant to which Landlord leases to Tenant and Tenant leases from Landlord certain land and improvements, all as set forth in the Lease; and

 

WHEREAS , pursuant to the Lease, HPT TA Properties LLC leases to Tenant certain land and improvements having an address at 1600 West US Highway 20, Porter, Indiana 46304, as further described on Exhibit A-11 to the Lease (the “ Porter Property ”);

 

WHEREAS , as of the date of this Amendment, HPT TA Properties LLC has acquired from Tenant certain land and improvements located adjacent to the Porter Property (collectively, the “ Additional Porter Property ”); and

 

WHEREAS , Landlord and Tenant desire to amend the Lease to include the Additional Porter Property as part of the Porter Property demised thereunder;

 

NOW, THEREFORE , in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree, as of the date of this Amendment, as follows:

 

1.                                       Capitalized Terms .  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease.

 

2.                                       Minimum Rent .  The defined term “Minimum Rent” set forth in Section 1.68 of the Lease is hereby deleted in its entirety and replaced with the following:

 

Minimum Rent ” shall mean Forty-Two Million Four Hundred Seventy-Six Thousand Nine Hundred Fifty-Five Dollars ($42,476,955), subject to adjustment as provided in Section 3.1.1(b) .

 

3.                                       Exhibit A-11 .  Exhibit A-11 to the Lease is hereby deleted in its entirety and replaced with Exhibit A-11 attached to this Amendment.

 



 

4.                                       Ratification .  As amended hereby, the Lease is hereby ratified and confirmed and all other terms remain in full force and effect.

 

[Signature Page Follows]

 

2



 

IN WITNESS WHEREOF , Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

 

 

LANDLORD:

 

 

 

HPT TA PROPERTIES TRUST

 

 

 

 

 

By:

/s/ John G. Murray

 

 

John G. Murray

 

 

President

 

 

 

 

 

HPT TA PROPERTIES LLC

 

 

 

 

 

By:

/s/ John G. Murray

 

 

John G. Murray

 

 

President

 

 

 

 

 

TENANT:

 

 

 

TA OPERATING LLC

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Mark R. Young

 

 

Executive Vice President

 

Reference is made to that certain Guaranty Agreement, dated as of June 9, 2015, given by TRAVELCENTERS OF AMERICA LLC , a Delaware limited liability company (the “ Guarantor ”), to Landlord with respect to Tenant’s obligations under the Lease (the “ Guaranty ”).  Guarantor hereby confirms that all references in such Guaranty to the word “ Lease ” shall mean the Lease, as defined therein, as amended by this Amendment (and any prior amendments referenced in this Amendment), and said Guarantor hereby reaffirms the Guaranty.

 

 

TRAVELCENTERS OF AMERICA LLC

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Mark R. Young

 

 

Executive Vice President

 

[Signature Page to 2nd Amendment to Lease No. 4]

 



 

GRAPHIC

Exhibit A-ll 1441 and 1600 West US Highway 20 Porter, IN 46304 PARCEL 1: A PART OF THE SOUTHWEST QUARTER AND SOUTHEAST QUARTER OF SECTION 34, TOWNSHIP 37 NORTH, RANGE 6 WEST OF THE SECOND PRINCIPAL MERIDIAN, IN PORTER COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 1528.4 FEET EAST OF AND 285.0 FEET NORTH OF THE SOUTHWEST CORNER OF SECTION 34, THENCE NORTH PARALLEL WITH THE WEST LINE OF THE SOUTHWEST QUARTER OF SECTION 34, 109.02 FEET, THENCE NORTHEASTERLY 1164.41 FEET ALONG AN ARC TO THE LEFT AND HAVING A RADIUS OF 5609.58 FEET AND SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 74 DEGREES 09 MINUTES 05 SECONDS EAST AND A LENGTH OF 1162.32 FEET TO A POINT ON THE EAST LINE OF SAID QUARTER SECTION, SAID POINT BEING 729.17 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SECTION 34, THENCE NORTH ALONG THE EAST LINE OF SAID SOUTHWEST QUARTER 1070.83 FEET TO A POINT 1800.0 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SECTION 34; THENCE SOUTH 89 DEGREES 13 MINUTES EAST PARALLEL WITH THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 34, A DISTANCE OF 335.0 FEET; THENCE NORTH 0 DEGREES 02 MINUTES EAST, PARALLEL WITH THE WEST LINE OF THE SOUTHEAST QUARTER OF SECTION 34, A DISTANCE 233.14 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89 DEGREES 58 MINUTES WEST, A DISTANCE OF 628.56 FEET TO THE CURVED CENTERLINE OF U. S. ROUTE NO. 20; THENCE NORTHEASTERLY ALONG SAID CURVED CENTERLINE A DISTANCE OF 832.91 FEET TO THE POINT OF TANGENCY, CHORD OF SAID CURVE BEARS NORTH 46 DEGREES 08 MINUTES 00 SECONDS EAST, A DISTANCE OF 829.98 FEET; THENCE NORTH 37 DEGREES 50 MINUTES EAST, CONTINUING ALONG THE CENTERLINE OF U.S. ROUTE NO. 20, A DISTANCE OF 49.80 FEET; THENCE SOUTH 0 DEGREES 02 MINUTES WEST, PARALLEL WITH THE WEST LINE OF THE SOUTHEAST QUARTER, A DISTANCE 614.86 FEET TO THE POINT OF BEGINNING. PARCEL2: THAT PART OF THE SOUTHWEST 1/4 AND THE SOUTHEAST 1/4 OF SECTION 34, TOWNSHIP 37 NORTH, RANGE 6 WEST OF THE SECOND PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 1528.4 FEET EAST OF AND 285.0 FEET NORTH OF THE SOUTHWEST CORNER OF SECTION 34 AFORESAID; THENCE NORTH PARALLEL WITH THE WEST LINE OF THE SOUTHWEST 1/4 OF SECTION 34, AFORESAID, 109.02 FEET FOR A POINT OF BEGINNING; THENCE NORTHEASTERLY 1164.41 FEET ALONG AN ARC TO THE LEFT AND HAVING A RADIUS OF 5609.58 FEET AND SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 74 DEGREES 09 MINUTES 05 SECONDS EAST AND A LENGTH OF 1162.32 FEET TO A POINT IN THE EAST LINE OF SAID 1/4 SECTION, SAID POINT BEING 729.17 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST 114 OF SECTION 34, AFORESAID; THENCE NORTH ALONG THE EAST LINE OF SAID SOUTHWEST 1/4 1070.23 FEET TO A POINT 1800.00 FEET NORTH OF THE

 

Exhibit 10.3

 

SALES AGREEMENT

 

between

 

HPT TA PROPERTIES TRUST

 

as Purchaser,

 

and

 

TA OPERATING LLC ,

 

as Seller

 


 

June 23, 2015

 


 



 

SALES AGREEMENT

 

THIS SALES AGREEMENT is made and entered into as of June 23, 2015 (the “ Effective Date ”) between HPT TA Properties Trust, a Maryland real estate investment trust, together with any of its successors and assigns as expressly permitted hereunder, as purchaser (“ Purchaser ”), and TA Operating LLC, a Delaware limited liability company, as seller (“ Seller ”).

 

PRELIMINARY STATEMENTS

 

Purchaser and Seller are parties, among others, to that certain Transaction Agreement, dated as of June 1, 2015 (the “ Transaction Agreement ”), pursuant to which Seller agreed to sell and Purchaser agreed to purchase the Property (this and other capitalized terms used and not otherwise defined herein shall have the meaning given such terms in Article 1), subject to and in accordance with the terms and conditions in the Transaction Agreement and as hereinafter set forth.

 

NOW, THEREFORE, it is agreed:

 

ARTICLE 1
DEFINITIONS

 

1.1                                Capitalized Terms .  Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below and such definitions shall apply equally to the singular and plural forms of such terms.

 

Agreement ”:  this Sales Agreement, together with all exhibits attached hereto.

 

Closing ”:  the closing and consummation of the purchase and sale transaction contemplated by this Agreement.

 

Improvements ”:  collectively, all buildings, structures and other improvements of every kind including, but not limited to, underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures situated upon the Land.

 

Intangible Property ”:  collectively, all transferable or assignable permits, certificates of occupancy, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character related to the ownership, and not the operation, of the Land and Improvements, but only to the extent the foregoing is assignable without cost to Seller.

 

Internal Revenue Code ”:  the Internal Revenue Code of 1986, as amended and in effect from time to time, and including the applicable Treasury Regulations thereunder.

 

Land ”:  collectively, all of Seller’s right, title and interest in and to the parcel or parcels of land described in Exhibit A together with all easements and appurtenances related thereto.

 



 

Permitted Encumbrances ”:  collectively, applicable zoning, subdivision, building and other land use laws and regulations; liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; all matters shown on or referenced in the Title Commitment which are reasonably acceptable to Purchaser; and all matters shown on the Survey which are reasonably acceptable to Purchaser.

 

Property ”:  collectively, all of Seller’s right title and interest in and to the Real Property and/or the Intangible Property.

 

Purchase Price ”:  Twelve Million Six Hundred Twenty Eight Thousand Nine Hundred Twenty-Six and 00/100 Dollars ($12,628,926.00).

 

Purchaser ”:  the meaning given such term in the preamble of this Agreement.

 

Real Property ”:  collectively, the Land and the Improvements.

 

Seller ”:  the meaning given such term in the preamble of this Agreement.

 

Survey ”:  the ALTA/ACSM land title survey of the Real Property prepared by Slooten Consulting Inc. and dated May 19, 2015.

 

Title Commitment ”:  the title commitment for the Real Property issued by the Title Company and dated April 3, 2015.

 

Title Company ”:  First American Title Insurance Company.

 

ARTICLE 2
PURCHASE AND SALE; CLOSING

 

2.1                                Purchase and Sale .  In consideration of the payment of the Purchase Price by Purchaser to Seller as herein provided and for other good and valuable consideration, Seller shall sell the Property to Purchaser, and Purchaser shall purchase the Property from Seller, subject to and in accordance with the terms and conditions of this Agreement.

 

2.2                                Closing .  The purchase and sale of the Property shall be consummated contemporaneously with the execution of this Agreement.

 

2.3                                Purchase Price .  The purchase price to be paid by Purchaser to Seller for the Property shall be the Purchase Price.

 

2.4                                IRS Real Estate Sales Reporting .  Seller shall act as “the person responsible for closing” the transaction which is the subject of this Agreement pursuant to Section 6045(e) of the Internal Revenue Code and shall prepare and file all informational returns, including IRS Form 1099-S, and shall otherwise comply with the provisions of Section 6045(e) of the Internal Revenue Code.

 

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ARTICLE 3
CLOSING OBLIGATIONS

 

3.1                                Seller’s Closing Obligations .  On the Effective Date, Seller shall deliver to Purchaser:

 

(i)                          A good and sufficient deed with covenants against grantor’s acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by Seller, conveying good and marketable fee simple title to the Real Property, free from all liens and encumbrances other than the Permitted Encumbrances;

 

(ii)                       A certificate of non-foreign status, pursuant to Section 1445 of the Internal Revenue Code, substantially in the form of Exhibit B , duly executed by TravelCenters of America LLC;

 

(iii)                    An executed counterpart amendment of the Amended and Restated TA Lease as contemplated by the Transaction Agreement; and

 

(iv)                   Such other conveyance documents, certificates, deeds, affidavits and other instruments as Purchaser, Seller or the Title Company may reasonably require to carry out the transactions contemplated by this Agreement and as are customary in like transactions in the area in which the Real Property is located.

 

3.2                                Assignment and Assumption of Intangible Property and Indemnity .  Seller hereby assigns to Purchaser all of Seller’s right, title and interest in and to the Intangible Property to the extent first arising from and after the Effective Date.  Purchaser hereby assumes all of Seller’s obligations with respect to the Intangible Property to the extent first arising from and after the Effective Date.  Purchaser hereby agrees to perform all of Seller’s obligations with respect to the Intangible Property to the extent first arising from and after the Effective Date.  In each case, subject to any lease or other agreement between Seller and Purchaser that may otherwise allocate responsibilities, Purchaser shall indemnify, defend and hold harmless Seller from and against any and all losses, costs, damages, demands, expenses, fees, fines, including reasonable attorneys’ fees (“ Losses ”) arising from the Intangible Property to the extent first arising from and after the Effective Date and Seller shall indemnify, defend and hold harmless Purchaser from and against any and all Losses arising from the Intangible Property to the extent first arising prior to the Effective Date.

 

3.3                                Purchaser’s Closing Obligation .  On the Effective Date, Purchaser shall pay the Purchase Price to Seller by wire transfer of immediately available funds as instructed by Seller and shall deliver an executed counterpart amendment of the Amended and Restated TA Lease as contemplated by the Transaction Agreement.

 

ARTICLE 4
PRORATIONS

 

4.1                                Proration Items .  Inasmuch as Seller will be leasing the Property from Purchaser on and after the Effective Date, all customary and usual prorations, including for ad valorem real estate taxes, personal property taxes, assessments or special assessments, water, gas, electric or

 

3



 

other utilities,  shall be made for the account of Seller as seller under this Agreement or as the tenant under the lease being entered into by Seller and Purchaser.

 

4.2                                Survival .  The obligations of the parties under this Article 4 shall survive the Closing.

 

ARTICLE 5
MISCELLANEOUS

 

5.1                                Like-Kind Exchange .  Seller may elect to effectuate the transaction contemplated by this Agreement as part of a forward like-kind exchange in accordance with Section 1031 of the Internal Revenue Code.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, Seller may assign its rights under this Agreement to a “qualified intermediary” in order to facilitate a forward like kind exchange under Section 1031 of the Internal Revenue Code, and Purchaser agrees to execute an instrument acknowledging and consenting to the same; provided , however , such assignment shall not relieve Seller of any of its obligations hereunder.

 

5.2                                Governing Law .  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

 

5.3                                Severability .  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

 

5.4                                No Third Party Beneficiaries .  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

 

5.5                                Entire Agreement .  This Agreement and the Transaction Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

 

5.6                                Merger .  Except with respect to the any obligation expressly stated to survive the Closing, none of the terms or provisions of this Agreement shall survive the Closing, and the payment of the Purchase Price and delivery of the deed and other closing documents at the

 

4



 

Closing shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Seller and/or Purchaser to be performed hereunder.

 

5.7                                Counterparts .  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any such counterparts or signatures may be delivered by facsimile or e-mail (in .pdf format), and any counterparts or signatures so delivered shall be deemed an original counterpart or signature for all purposes related to this Agreement.

 

5.8                                Section and Other Headings .  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

 

5.9                                Time of Essence .  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

 

5.10                         STATEMENT OF LIMITED LIABILITY .  THE DECLARATION OF TRUST ESTABLISHING PURCHASER, DATED NOVEMBER 29, 2006, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF PURCHASER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, PURCHASER.  ALL PERSONS DEALING WITH PURCHASER IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF PURCHASER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

 

5.11                         Survival .  The provisions of this Article 5 shall survive the Closing.

 

[Remainder of page intentionally left blank; signature page follows.]

 

5



 

IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be executed as a sealed instrument as of the date first above written.

 

 

PURCHASER:

 

 

 

HPT TA PROPERTIES TRUST,

 

a Maryland real estate investment trust

 

 

 

 

 

By:

/s/ John G. Murray

 

 

Name: John G. Murray

 

 

Title: President

 

 

 

SELLER:

 

 

 

TA OPERATING LLC,

 

a Delaware limited liability company

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Name: Mark R. Young

 

 

Title: Executive Vice President

 

[Signature Page to Sales Agreement — Livingston, CA]

 



 

Exhibit A

 

Legal Description

 

PARCEL 1 AS SHOWN ON MAP ENTITLED, “PARCEL MAP FOR MICHAEL D. GALLO” RECORDED JULY 24, 2001 IN VOLUME 88 OF PARCEL MAPS AT PAGES 37 AND 38, MERCED COUNTY RECORDS. BEING A DIVISION OF PARCEL 3 AND THE REMAINDER PARCEL AS SHOWN ON THE “PARCEL MAP FOR JOSEPH E. GALLO” RECORDED IN VOLUME 85 OF PARCEL MAPS, AT PAGES 10 AND 11 OF SAID COUNTY RECORDS.

 

SAID PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

 

PARCEL 1, AS SHOWN ON THE “PARCEL MAP FOR MICHAEL D. GALLO” RECORDED IN BOOK 88 OF PARCEL MAPS AT PAGES 37 AND 38, MERCED COUNTY RECORDS.

 

SAID PARCEL BEING IN THE NORTHWEST QUARTER OF SECTION 26, TOWNSHIP 6 SOUTH, RANGE 11 EAST, MOUNT DIABLO BASE AND MERIDIAN, CITY OF LIVINGSTON, COUNTY OF MERCED, STATE OF CALIFORNIA.

 

THE EXTERIOR BOUNDARY OF SAID PARCEL IS MORE PARTICULARLY DESCRIBED AS FOLLOWS:

 

BEGINNING AT A 3/4” IRON PIPE, TAGGED L.S. 6494 MARKING THE NORTHWEST CORNER OF SAID PARCEL 1; THENCE S89°40’26”E 598.41 FEET ALONG THE SOUTH RIGHT OF WAY LINE OF JOSEPH GALLO DRIVE TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE ALONG A NON-TANGENT 40 FOOT RADIUS CURVE, CONCAVE TO THE SOUTHWEST WHOSE RADIUS BEARS S00°27’53”W, A DISTANCE OF 63.73 FEET, THROUGH A CENTRAL ANGLE OF 91°17’07” TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE ALONG A 2452.50 FOOT RADIUS CURVE, CONCAVE TO THE EAST, WHOSE RADIUS BEARS S88°15’00”E, A DISTANCE OF 53.41 FEET THROUGH A CENTRAL ANGLE OF 1°14’52” TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE S00°30’08”W 123.23 FEET ALONG THE WEST RIGHT OF WAY LINE OF SAID WINTON PARKWAY TO A 3/4” IRON PIPE, TAGGED L.S. 6494; THENCE S00°30’08”W 353.60 FEET TO THE NORTH LINE OF PARCEL 2 AS SHOWN ON SAID PARCEL MAP; THENCE S89°31’55”W 223.44 FEET ALONG SAID NORTH LINE; THENCE S00°01’25”W 204.16 FEET ALONG THE WEST LINE OF SAID PARCEL 2 TO THE NORTH RIGHT OF WAY LINE OF THAT CERTAIN STREET KNOWN AS “B” STREET; THENCE S89°31’55”W 424.75 FEET ALONG SAID NORTH RIGHT OF WAY LINE TO A 3/4” IRON PIPE, TAGGED L.S. 6944; THENCE N01°07’37”E 784.44 FEET TO THE POINT OF BEGINNING.

 

TOGETHER WITH RIGHTS PURSUANT TO DRAINAGE EASEMENT DATED AUGUST 1, 2001 AND RECORDED SEPTEMBER 27, 2001 AT BOOK 4277, PAGE 807 OF SAID COUNTY RECORDS.

 



 

APN: 022-020-005-000

 



 

EXHIBIT B

 

Form of FIRPTA Certificate

 

(See attached)

 



 

FIRPTA CERTIFICATE

 

Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. federal income tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by TravelCenters of America LLC, a Delaware limited liability company (“ Transferor ”), pursuant to the Sales Agreement, dated as of [ · ], 2015, between TA Operating LLC and [HPT entity] (“ Transferee ”), Transferor hereby certifies to Transferee the following:

 

1.                                       Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and income tax regulations thereunder);

 

2.                                       Transferor is not a disregarded entity as defined in Treasury Regulation Section 1.1445-2(b)(2)(iii);

 

3.                                       TA Operating LLC, which has legal title to one or more transferred U.S. real property interests under local law, is disregarded as an entity separate from Transferor for U.S. federal income tax purposes;

 

4.                                       Transferor’s U.S. employer identification number is 20-5701514; and

 

5.                                       Transferor’s office address is 24601 Center Ridge Road, Westlake, OH 44145.

 

The undersigned and Transferor understand that this certificate may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

 

[Remainder of page intentionally left blank; signature page follows.]

 



 

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have the authority to sign this document on behalf of Transferor.

 

 

TravelCenters of America LLC

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

Date:  [ · ], 2015

 


Exhibit 10.4

 

SALES AGREEMENT

 

between

 

HPT TA PROPERTIES LLC

 

as Purchaser,

 

and

 

TA OPERATING LLC ,

 

as Seller

 


 

June 23, 2015

 


 



 

SALES AGREEMENT

 

THIS SALES AGREEMENT is made and entered into as of June 23, 2015 (the “ Effective Date ”) between HPT TA Properties LLC, a Maryland limited liability company, together with any of its successors and assigns as expressly permitted hereunder, as purchaser (“ Purchaser ”), and TA Operating LLC, a Delaware limited liability company, as seller (“ Seller ”).

 

PRELIMINARY STATEMENTS

 

Purchaser and Seller are parties, among others, to that certain Transaction Agreement, dated as of June 1, 2015 (the “ Transaction Agreement ”), pursuant to which Seller agreed to sell and Purchaser agreed to purchase the Property (this and other capitalized terms used and not otherwise defined herein shall have the meaning given such terms in Article 1), subject to and in accordance with the terms and conditions in the Transaction Agreement and as hereinafter set forth.

 

NOW, THEREFORE, it is agreed:

 

ARTICLE 1
DEFINITIONS

 

1.1           Capitalized Terms .  Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below and such definitions shall apply equally to the singular and plural forms of such terms.

 

Agreement ”:  this Sales Agreement, together with all exhibits attached hereto.

 

Closing ”:  the closing and consummation of the purchase and sale transaction contemplated by this Agreement.

 

Improvements ”:  collectively, all buildings, structures and other improvements of every kind including, but not limited to, underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures situated upon the Land.

 

Intangible Property ”:  collectively, all transferable or assignable permits, certificates of occupancy, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character related to the ownership, and not the operation, of the Land and Improvements, but only to the extent the foregoing is assignable without cost to Seller.

 

Internal Revenue Code ”:  the Internal Revenue Code of 1986, as amended and in effect from time to time, and including the applicable Treasury Regulations thereunder.

 

Land ”:  collectively, all of Seller’s right, title and interest in and to the parcel or parcels of land described in Exhibit A together with all easements and appurtenances related thereto.

 



 

Permitted Encumbrances ”:  collectively, applicable zoning, subdivision, building and other land use laws and regulations; liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; all matters shown on or referenced in the Title Commitment which are reasonably acceptable to Purchaser; and all matters shown on the Survey which are reasonably acceptable to Purchaser.

 

Property ”:  collectively, all of Seller’s right title and interest in and to the Real Property and/or the Intangible Property.

 

Purchase Price ”:  Seven Million Four Hundred Thirty Four Thousand and 00/100 Dollars ($7,434,000.00).

 

Purchaser ”:  the meaning given such term in the preamble of this Agreement.

 

Real Property ”:  collectively, the Land and the Improvements.

 

Seller ”:  the meaning given such term in the preamble of this Agreement.

 

Survey ”:  the ALTA/ACSM land title survey of the Real Property prepared by Williams & Works and dated May 5, 2011.

 

Title Commitment ”:  the title commitment for the Real Property issued by the Title Company and dated April 2, 2015.

 

Title Company ”:  First American Title Insurance Company.

 

ARTICLE 2
PURCHASE AND SALE; CLOSING

 

2.1           Purchase and Sale .  In consideration of the payment of the Purchase Price by Purchaser to Seller as herein provided and for other good and valuable consideration, Seller shall sell the Property to Purchaser, and Purchaser shall purchase the Property from Seller, subject to and in accordance with the terms and conditions of this Agreement.

 

2.2           Closing .  The purchase and sale of the Property shall be consummated contemporaneously with the execution of this Agreement.

 

2.3           Purchase Price .  The purchase price to be paid by Purchaser to Seller for the Property shall be the Purchase Price.

 

2.4           IRS Real Estate Sales Reporting .  Seller shall act as “the person responsible for closing” the transaction which is the subject of this Agreement pursuant to Section 6045(e) of the Internal Revenue Code and shall prepare and file all informational returns, including IRS Form 1099-S, and shall otherwise comply with the provisions of Section 6045(e) of the Internal Revenue Code.

 

2



 

ARTICLE 3
CLOSING OBLIGATIONS

 

3.1           Seller’s Closing Obligations .  On the Effective Date, Seller shall deliver to Purchaser:

 

(i)         A good and sufficient deed with covenants against grantor’s acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by Seller, conveying good and marketable fee simple title to the Real Property, free from all liens and encumbrances other than the Permitted Encumbrances;

 

(ii)        A certificate of non-foreign status, pursuant to Section 1445 of the Internal Revenue Code, substantially in the form of Exhibit B , duly executed by TravelCenters of America LLC;

 

(iii)       An executed counterpart amendment of the Amended and Restated TA Lease as contemplated by the Transaction Agreement; and

 

(iv)       Such other conveyance documents, certificates, deeds, affidavits and other instruments as Purchaser, Seller or the Title Company may reasonably require to carry out the transactions contemplated by this Agreement and as are customary in like transactions in the area in which the Real Property is located.

 

3.2           Assignment and Assumption of Intangible Property and Indemnity .  Seller hereby assigns to Purchaser all of Seller’s right, title and interest in and to the Intangible Property to the extent first arising from and after the Effective Date.  Purchaser hereby assumes all of Seller’s obligations with respect to the Intangible Property to the extent first arising from and after the Effective Date.  Purchaser hereby agrees to perform all of Seller’s obligations with respect to the Intangible Property to the extent first arising from and after the Effective Date.  In each case, subject to any lease or other agreement between Seller and Purchaser that may otherwise allocate responsibilities, Purchaser shall indemnify, defend and hold harmless Seller from and against any and all losses, costs, damages, demands, expenses, fees, fines, including reasonable attorneys’ fees (“ Losses ”) arising from the Intangible Property to the extent first arising from and after the Effective Date and Seller shall indemnify, defend and hold harmless Purchaser from and against any and all Losses arising from the Intangible Property to the extent first arising prior to the Effective Date.

 

3.3           Purchaser’s Closing Obligation .  On the Effective Date, Purchaser shall pay the Purchase Price to Seller by wire transfer of immediately available funds as instructed by Seller and shall deliver an executed counterpart amendment of the Amended and Restated TA Lease as contemplated by the Transaction Agreement.

 

ARTICLE 4
PRORATIONS

 

4.1           Proration Items .  Inasmuch as Seller will be leasing the Property from Purchaser on and after the Effective Date, all customary and usual prorations, including for ad valorem real estate taxes, personal property taxes, assessments or special assessments, water, gas, electric or

 

3



 

other utilities,  shall be made for the account of Seller as seller under this Agreement or as the tenant under the lease being entered into by Seller and Purchaser.

 

4.2           Survival .  The obligations of the parties under this Article 4 shall survive the Closing.

 

ARTICLE 5
MISCELLANEOUS

 

5.1           Like-Kind Exchange .  Seller may elect to effectuate the transaction contemplated by this Agreement as part of a forward like-kind exchange in accordance with Section 1031 of the Internal Revenue Code.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, Seller may assign its rights under this Agreement to a “qualified intermediary” in order to facilitate a forward like kind exchange under Section 1031 of the Internal Revenue Code, and Purchaser agrees to execute an instrument acknowledging and consenting to the same; provided , however , such assignment shall not relieve Seller of any of its obligations hereunder.

 

5.2           Governing Law .  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

 

5.3           Severability .  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

 

5.4           No Third Party Beneficiaries .  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

 

5.5           Entire Agreement .  This Agreement and the Transaction Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

 

5.6           Merger .  Except with respect to the any obligation expressly stated to survive the Closing, none of the terms or provisions of this Agreement shall survive the Closing, and the payment of the Purchase Price and delivery of the deed and other closing documents at the

 

4



 

Closing shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Seller and/or Purchaser to be performed hereunder.

 

5.7           Counterparts .  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any such counterparts or signatures may be delivered by facsimile or e-mail (in .pdf format), and any counterparts or signatures so delivered shall be deemed an original counterpart or signature for all purposes related to this Agreement.

 

5.8           Section and Other Headings .  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

 

5.9           Time of Essence .  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

 

5.10         Survival .  The provisions of this Article 5 shall survive the Closing.

 

[Remainder of page intentionally left blank; signature page follows.]

 

5



 

IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be executed as a sealed instrument as of the date first above written.

 

 

PURCHASER:

 

 

 

HPT TA PROPERTIES LLC,

 

a Maryland limited liability company

 

 

 

 

 

By:

/s/ John G. Murray

 

 

Name: John G. Murray

 

 

Title: President

 

 

 

SELLER:

 

 

 

TA OPERATING LLC,

 

a Delaware limited liability company

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Name: Mark R. Young

 

 

Title: Executive Vice President

 

[Signature Page to Sales Agreement — Porter, IN]

 



 

Exhibit A

 

Legal Description

 

PARCEL 1:

 

A PART OF THE SOUTHWEST QUARTER AND SOUTHEAST QUARTER OF SECTION 34, TOWNSHIP 37 NORTH, RANGE 6 WEST OF THE SECOND PRINCIPAL MERIDIAN, IN PORTER COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 1528.4 FEET EAST OF AND 285.0 FEET NORTH OF THE SOUTHWEST CORNER OF SECTION 34, THENCE NORTH PARALLEL WITH THE WEST LINE OF THE SOUTHWEST QUARTER OF SECTION 34, 109.02 FEET, THENCE NORTHEASTERLY 1164.41 FEET ALONG AN ARC TO THE LEFT AND HAVING A RADIUS OF 5609.58 FEET AND SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 74 DEGREES 09 MINUTES 05 SECONDS EAST AND A LENGTH OF 1162.32 FEET TO A POINT ON THE EAST LINE OF SAID QUARTER SECTION, SAID POINT BEING 729.17 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SECTION 34, THENCE NORTH ALONG THE EAST LINE OF SAID SOUTHWEST QUARTER 1070.83 FEET TO A POINT 1800.0 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SECTION 34; THENCE SOUTH 89 DEGREES 13 MINUTES EAST PARALLEL WITH THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 34, A DISTANCE OF 335.0 FEET; THENCE NORTH 0 DEGREES 02 MINUTES EAST, PARALLEL WITH THE WEST LINE OF THE SOUTHEAST QUARTER OF SECTION 34, A DISTANCE 233.14 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89 DEGREES 58 MINUTES WEST, A DISTANCE OF 628.56 FEET TO THE CURVED CENTERLINE OF U. S. ROUTE NO. 20; THENCE NORTHEASTERLY ALONG SAID CURVED CENTERLINE A DISTANCE OF 832.91 FEET TO THE POINT OF TANGENCY, CHORD OF SAID CURVE BEARS NORTH 46 DEGREES 08 MINUTES 00 SECONDS EAST, A DISTANCE OF 829.98 FEET; THENCE NORTH 37 DEGREES 50 MINUTES EAST, CONTINUING ALONG THE CENTERLINE OF U. S. ROUTE NO. 20, A DISTANCE OF 49.80 FEET; THENCE SOUTH 0 DEGREES 02 MINUTES WEST, PARALLEL WITH THE WEST LINE OF THE SOUTHEAST QUARTER, A DISTANCE 614.86 FEET TO THE POINT OF BEGINNING.

 

PARCEL 2:

 

THAT PART OF THE SOUTHWEST 1/4 AND THE SOUTHEAST 1/4 OF SECTION 34, TOWNSHIP 37 NORTH, RANGE 6 WEST OF THE SECOND PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 1528.4 FEET EAST OF AND 285.0 FEET NORTH OF THE SOUTHWEST CORNER OF SECTION 34 AFORESAID; THENCE NORTH PARALLEL WITH THE WEST LINE OF THE SOUTHWEST 1/4 OF SECTION 34, AFORESAID, 109.02 FEET FOR A POINT OF BEGINNING; THENCE NORTHEASTERLY 1164.41 FEET ALONG AN ARC TO THE LEFT AND HAVING A RADIUS OF 5609.58 FEET AND SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 74 DEGREES 09 MINUTES 05 SECONDS EAST AND A LENGTH OF 1162.32 FEET TO A POINT IN THE EAST LINE OF SAID 1/4 SECTION, SAID POINT BEING 729.17 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST 1/4 OF SECTION 34, AFORESAID; THENCE NORTH ALONG THE EAST LINE OF SAID SOUTHWEST 1/4 1070.23 FEET TO A POINT 1800.00 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST 1/4 OF SECTION 34; THENCE SOUTH 89 DEGREES 13 MINUTES EAST PARALLEL WITH THE SOUTH LINE OF THE SOUTHEAST 1/4 OF SECTION 34, A DISTANCE OF 335.00 FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF THE SOUTHEAST 1/4 OF SECTION 34,

 



 

AFORESAID, 848.00 FEET TO THE CENTER LINE OF U.S. ROUTE 20; THENCE SOUTH 37 DEGREES 50 MINUTES WEST ALONG THE CENTER LINE OF SAID ROAD 49.8 FEET TO A POINT OF CURVE; THENCE CONTINUING ALONG THE CENTER LINE OF SAID ROAD BY A 2 DEGREE CURVE TO THE RIGHT 988.14 FEET TO A POINT OF TANGENCY, THENCE SOUTH 57 DEGREES 29 MINUTES WEST 832.12 FEET TO A LINE 1528.4 FEET EAST OF THE WEST LINE OF THE SOUTHWEST 1/4 OF SECTION 34 AFORESAID; THENCE SOUTH PARALLEL WITH SAID WEST LINE 1091.78 FEET TO THE POINT OF BEGINNING, IN PORTER COUNTY, INDIANA.

 

EXCEPTING THEREFROM THAT PART DESCRIBED AS FOLLOWS:

 

A PART OF THE SOUTHWEST 1/4 AND SOUTHEAST 1/4 OF SECTION 34, TOWNSHIP 37 NORTH, RANGE 6 WEST OF THE SECOND PRINCIPAL MERIDIAN, IN PORTER COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 1528.4 FEET EAST OF AND 285.0 FEET NORTH OF THE SOUTHWEST CORNER OF SECTION 34, THENCE NORTH PARALLEL WITH THE WEST LINE OF THE SOUTHWEST QUARTER OF SECTION 34, 109.02 FEET, THENCE NORTHEASTERLY 1164.41 FEET ALONG AN ARC TO THE LEFT AND HAVING A RADIUS OF 5609.58 FEET AND SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 74 DEGREES 09 MINUTES 05 SECONDS EAST AND A LENGTH OF 1162.32 FEET TO A POINT ON THE EAST LINE OF SAID QUARTER SECTION, SAID POINT BEING 729.17 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SECTION 34, THENCE NORTH ALONG THE EAST LINE OF SAID SOUTHWEST QUARTER 1070.83 FEET TO A POINT 1800.0 FEET NORTH OF THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SECTION 34; THENCE SOUTH 89 DEGREES 13 MINUTES EAST PARALLEL WITH THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 34, A DISTANCE OF 335.0 FEET; THENCE NORTH 0 DEGREES 02 MINUTES EAST, PARALLEL WITH THE WEST LINE OF THE SOUTHEAST QUARTER OF SECTION 34, A DISTANCE 233.14 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89 DEGREES 58 MINUTES WEST, A DISTANCE OF 628.56 FEET TO THE CURVED CENTERLINE OF U. S. ROUTE NO. 20; THENCE NORTHEASTERLY ALONG SAID CURVED CENTERLINE A DISTANCE OF 832.91 FEET TO THE POINT OF TANGENCY, CHORD OF SAID CURVE BEARS NORTH 46 DEGREES 08 MINUTES 00 SECONDS EAST, A DISTANCE OF 829.98 FEET; THENCE NORTH 37 DEGREES 50 MINUTES EAST, CONTINUING ALONG THE CENTERLINE OF U. S. ROUTE NO. 20, A DISTANCE OF 49.80 FEET; THENCE SOUTH 0 DEGREES 02 MINUTES WEST, PARALLEL WITH THE WEST LINE OF THE SOUTHEAST QUARTER, A DISTANCE 614.86 FEET TO THE POINT OF BEGINNING.

 



 

EXHIBIT B

 

Form of FIRPTA Certificate

 

(See attached)

 



 

FIRPTA CERTIFICATE

 

Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. federal income tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by TravelCenters of America LLC, a Delaware limited liability company (“ Transferor ”), pursuant to the Sales Agreement, dated as of [ · ], 2015, between TA Operating LLC and [HPT entity] (“ Transferee ”), Transferor hereby certifies to Transferee the following:

 

1.                                       Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and income tax regulations thereunder);

 

2.                                       Transferor is not a disregarded entity as defined in Treasury Regulation Section 1.1445-2(b)(2)(iii);

 

3.                                       TA Operating LLC, which has legal title to one or more transferred U.S. real property interests under local law, is disregarded as an entity separate from Transferor for U.S. federal income tax purposes;

 

4.                                       Transferor’s U.S. employer identification number is 20-5701514; and

 

5.                                       Transferor’s office address is 24601 Center Ridge Road, Westlake, OH 44145.

 

The undersigned and Transferor understand that this certificate may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

 

[Remainder of page intentionally left blank; signature page follows.]

 



 

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have the authority to sign this document on behalf of Transferor.

 

 

TravelCenters of America LLC

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

Date:  [ · ], 2015

 


Exhibit 99.1

 

Pro Forma Condensed Consolidated Financial Statements (Unaudited)

 

On June 1, 2015, TravelCenters of America LLC and three of its subsidiaries, which we refer to collectively as we, our, us, or TA, entered into a Transaction Agreement with our principal landlord, Hospitality Properties Trust, and four of its subsidiaries, which we refer to collectively as HPT, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2015. The transactions contemplated by the Transaction Agreement, include (i) the amendment and restatement of our lease with HPT for 144 properties, which we refer to as the Prior Lease, (ii) the sale of properties and other assets to, and our lease back of those properties and assets from, HPT and (iii) the purchase of properties from HPT.

 

On June 9, 2015, June 16, 2015, and June 23, 2015, we completed certain of the transactions contemplated by the Transaction Agreement as summarized below:

 

·                   On June 9, 2015, the Prior Lease was amended and restated into four new leases, which we refer to collectively as the Leases. The initial terms for the Leases end on December 31, 2026, 2028, 2029 and 2030, respectively. Each of the Leases grants us two renewal options of fifteen years each.

 

·                   On June 9, 2015, HPT purchased from us, for $183.4 million, 10 travel centers we owned and certain assets we owned at eight properties we leased from HPT under the Prior Lease. HPT leased back these properties to us under the Leases. Our annual rent increased by $15.8 million as a result of the sale and lease back of properties completed on June 9, 2015.

 

·                   On June 9, 2015, we purchased from HPT, for $45.0 million, five travel centers that we previously leased from HPT under the Prior Lease. Our annual rent decreased by $3.9 million as a result of our completion of the purchase of these properties.

 

·                   On June 16, 2015, HPT purchased from us, for $24.4 million, one travel center we owned and certain assets we owned at another travel center that we lease from HPT under one of the Leases and HPT leased back the travel center and assets to us under two of the Leases. Our annual rent increased by $2.1 million as a result of the sale and leaseback of the travel center and assets completed on June 16, 2015.

 

·       On June 23, 2015, HPT purchased from us, for $20.1 million, one travel center we owned and certain assets we owned at another travel center that we lease from HPT under one of the Leases and HPT leased back the travel center and assets to us under two of the Leases. Our annual rent increased by $1.7 million as a result of the sale and leaseback of the travel center and assets completed on June 23, 2015.

 

As of June 23, 2015, after giving effect to the above referenced transactions completed through that date, we leased a total of 151 properties from HPT under the Leases.

 

Additional sales contemplated by the Transaction Agreement of two other properties and the assets at one other property for $51.5 million are expected to close no later than December 31, 2015.  Our annual rent will increase by an additional $4.4 million (for a combined net increase of $20.2 million after giving effect to and assuming completion of all the applicable transactions contemplated by the Transaction Agreement, excluding the five properties we agreed to sell upon completion of their development) upon the completion of the sale and lease back of these remaining properties and assets.

 

The pro forma financial statements included herein include adjustments related to our purchase of assets and our sale and lease back of assets on June 9, 2015, June 16, 2015, and June 23, 2015, as well as the additional sale and lease back of two properties and the assets at one other property for $51.5 million that are expected to occur prior to December 31, 2015, as described above. The pro forma financial statements reflect the amendments to the terms of our leases with HPT.

 

The adjustments to the pro forma condensed consolidated balance sheet as of March 31, 2015, assume that these transactions occurred on that date. The adjustments to the pro forma condensed consolidated statements of income for the three months ended March 31, 2015, and for the year ended December 31, 2014, assume that these transactions occurred on January 1, 2014. The pro forma financial statements are primarily based on, and should be read in conjunction with our audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2014, which we refer to as our Annual Report, and our unaudited condensed consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which we refer to as our Quarterly Report.

 

The historical consolidated financial information of TA has been adjusted in the pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable, and (3) expected to have a continuing impact on the results of operations. The pro forma financial statements should be read in conjunction with the accompanying notes.

 



 

Travel Centers of America LLC

Pro Forma Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)

 

 

 

March 31,
2015
(as reported)

 

Transaction
adjustments

 

Note

 

March 31, 2015
pro forma

 

Assets

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

218,151

 

$

234,340

 

2(a)

 

$

452,491

 

Accounts receivable (less allowance for doubtful accounts of $1,210 as of March 31, 2015)

 

119,977

 

 

 

 

119,977

 

Inventories

 

172,139

 

 

 

 

172,139

 

Other current assets

 

66,700

 

 

 

 

66,700

 

Total current assets

 

576,967

 

234,340

 

 

 

811,307

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

814,605

 

(191,945

)

2(b)

 

622,660

 

Goodwill and intangible assets, net

 

57,234

 

 

 

 

57,234

 

Other noncurrent assets

 

42,758

 

 

 

 

42,758

 

Total assets

 

$

1,491,564

 

$

42,395

 

 

 

$

1,533,959

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

142,513

 

$

 

 

 

$

142,513

 

Current HPT Leases liabilities

 

31,785

 

7,093

 

2(d)

 

38,878

 

Other current liabilities

 

132,991

 

 

 

 

132,991

 

Total current liabilities

 

307,289

 

7,093

 

 

 

314,382

 

 

 

 

 

 

 

 

 

 

 

Noncurrent HPT Leases liabilities

 

330,290

 

(84,777

)

2(c)

 

245,513

 

Deferred gain

 

 

131,355

 

2(d)

 

131,355

 

Long term debt

 

230,000

 

 

 

 

230,000

 

Other noncurrent liabilities

 

88,668

 

(877

)

2(e)

 

83,746

 

 

 

 

 

(4,045

)

2(f)

 

 

 

Total liabilities

 

956,247

 

48,749

 

 

 

1,004,996

 

 

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

535,317

 

(6,354

)

2(f)

 

528,963

 

Total liabilities and shareholders’ equity

 

$

1,491,564

 

$

42,395

 

 

 

$

1,533,959

 

 

2



 

Travel Centers of America LLC

Pro Forma Condensed Consolidated Statements of Income (Unaudited)

Three Months Ended March 31, 2015

(in thousands, except per share data)

 

 

 

As reported

 

Transaction
adjustments

 

Note

 

Pro forma

 

Revenues:

 

 

 

 

 

 

 

 

 

Fuel

 

$

1,003,167

 

$

 

 

 

$

1,003,167

 

Nonfuel

 

401,510

 

 

 

 

401,510

 

Rent and royalties from franchisees

 

3,024

 

 

 

 

3,024

 

Total revenues

 

1,407,701

 

 

 

 

1,407,701

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold (excluding depreciation):

 

 

 

 

 

 

 

 

 

Fuel

 

890,780

 

 

 

 

890,780

 

Nonfuel

 

178,422

 

 

 

 

178,422

 

Total cost of goods sold

 

1,069,202

 

 

 

 

1,069,202

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Site level operating

 

205,584

 

 

 

 

205,584

 

Selling, general & administrative

 

27,616

 

 

 

 

27,616

 

Real estate rent

 

55,604

 

5,970

 

2(g)

 

61,574

 

Depreciation and amortization

 

17,525

 

(2,623

)

2(h)

 

14,902

 

Total operating expenses

 

306,329

 

3,347

 

 

 

309,676

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

32,170

 

(3,347

)

 

 

28,823

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs

 

414

 

 

 

 

414

 

Interest expense, net

 

6,332

 

(1,452

)

2(g)

 

4,880

 

Income before income taxes and income from equity investees

 

25,424

 

(1,895

)

 

 

23,529

 

Provision for income taxes

 

(10,486

)

737

 

2(i)

 

(9,749

)

Income from equity investees

 

791

 

 

 

 

 

791

 

Net income

 

$

15,729

 

$

(1,158

)

 

 

$

14,571

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

0.41

 

$

(0.03

)

 

 

$

0.38

 

 

3



 

Travel Centers of America LLC

Pro Forma Condensed Consolidated Statements of Income (Unaudited)

Year Ended December 31, 2014

(in thousands, except per share data)

 

 

 

As reported

 

Transaction
adjustments

 

Note

 

Pro forma

 

Revenues:

 

 

 

 

 

 

 

 

 

Fuel

 

$

6,149,449

 

$

 

 

 

$

6,149,449

 

Nonfuel

 

1,616,802

 

 

 

 

1,616,802

 

Rent and royalties from franchisees

 

12,382

 

 

 

 

12,382

 

Total revenues

 

7,778,633

 

 

 

 

7,778,633

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold (excluding depreciation):

 

 

 

 

 

 

 

 

 

Fuel

 

5,720,949

 

 

 

 

5,720,949

 

Nonfuel

 

738,871

 

 

 

 

738,871

 

Total cost of goods sold

 

6,459,820

 

 

 

 

6,459,820

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Site level operating

 

815,611

 

 

 

 

815,611

 

Selling, general & administrative

 

106,823

 

 

 

 

106,823

 

Real estate rent

 

217,155

 

23,883

 

2(g)

 

241,038

 

Depreciation and amortization

 

65,584

 

(10,593

)

2(h)

 

54,991

 

Total operating expenses

 

1,205,173

 

13,290

 

 

 

1,218,463

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

113,640

 

(13,290

)

 

 

100,350

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs

 

1,160

 

 

 

 

1,160

 

Interest expense, net

 

16,712

 

(5,887

)

2(g)

 

10,825

 

Income before income taxes and income from equity investees

 

95,768

 

(7,403

)

 

 

88,365

 

Provision for income taxes

 

(38,023

)

2,880

 

2(i)

 

(35,143

)

Income from equity investees

 

3,224

 

 

 

 

 

3,224

 

Net income

 

$

60,969

 

$

(4,523

)

 

 

$

56,446

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

1.62

 

$

(0.12

)

 

 

$

1.50

 

 

4



 

TravelCenters of America LLC

Notes to Condensed Consolidated Pro Forma Financial Statements (Unaudited)

(In thousands except for per share data, unless indicated otherwise)

 

Note 1.          Basis of Presentation

 

The condensed consolidated pro forma financial statements were derived from historical financial statements prepared in accordance with U.S. generally accepted accounting principles, and should be read in conjunction with our Annual Report and Quarterly Report. The pro forma financial statements are presented for informational purposes only and are not necessarily indicative of what our results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the pro forma financial statements do not purport to project our future operating results. The accompanying pro forma financial statements do not reflect adjustments related to the expected sale and lease back of the five properties we expect to sell to HPT after we have completed the construction of travel centers at those properties.

 

Note 2. Pro Forma Transaction Adjustments

 

The condensed consolidated pro forma financial statements were prepared based on our historical consolidated financial statements and include adjustments for our purchase of assets and our sale and lease back of assets on June 9, 2015, June 16, 2015, and June 23, 2015, as well as the additional sale and lease back of assets expected to occur prior to December 31, 2015.

 

The historical consolidated financial information of TA has been adjusted in the pro forma financial statements to give effect to events that are (1) directly attributable to the transactions, (2) factually supportable, and (3) expected to have a continuing impact on the results of operations. The pro forma statements of income do not reflect the one time transaction related expense adjustment described in note (f) below.

 

Pro Forma Balance Sheet Adjustments

 

(a)                                  Cash

 

Adjustments to cash totaling $234,340 are comprised of proceeds from the sale to HPT of 14 travel centers and certain assets at 11 leased properties for $279,382, less the payment of $45,042 for the purchase of travel centers from HPT. The pro forma statements of income do not assume investment income related to the net increase in cash from the transactions.

 

(b)                                  Property and equipment, net

 

Adjustments to property and equipment, net totaling $191,945 are to remove assets related to the sale of 14 travel centers and certain assets at 11 other travel centers to HPT for $142,785 as well as to remove $49,160 of assets related to travel centers that previously did not qualify for sale leaseback accounting under the Prior Lease but do so qualify under the Leases.

 

(c)                                   Sale leaseback financing obligation

 

Adjustments to noncurrent HPT Leases liabilities totaling $84,777 consisted of the following:

 

Elimination of sale leaseback financing obligation liability related to the purchase of five formerly subleased properties

 

$

(34,643

)

Elimination of sale leaseback financing obligation liability related to the properties that now qualify for sale leaseback accounting but were not purchased or sold in the transactions

 

(50,134

)

 

 

$

(84,777

)

 

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(d)                                  Deferred gain

 

In conjunction with the sale of 14 travel centers and certain assets at 11 other travel centers, and properties that now qualify for sale leaseback accounting, we recognized or will recognize after giving effect to and assuming completion of all the applicable transactions contemplated by the Transaction Agreement, an aggregate deferred gain of $138,448 which is to be amortized as a reduction to rent expense over the term of the respective leases on a straight line basis.

 

The deferred gain is comprised as follows:

 

Sale of 14 travel centers and certain assets at 11 other travel centers

 

$

137,474

 

Properties that now qualify for sale leaseback accounting

 

974

 

Total deferred gain

 

138,448

 

Less: current portion of deferred gain

 

(7,093

)

Long term deferred gain

 

$

131,355

 

 

(e)                                   Asset retirement obligation

 

The adjustment to other noncurrent liabilities relates to the removal of asset retirement obligations related to assets sold to HPT totaling $877.

 

(f)                                    Loss on extinguishment of debt

 

The purchase of five properties that we formerly leased from HPT and subleased to franchisees resulted in a loss on extinguishment of debt of $10,399 because the lease of these properties had been accounted for as a financing and the purchase prices paid for the properties exceeded the unamortized balance of the sale leaseback financing obligation. The $4,045 tax effect of this loss is reflected as a reduction in other noncurrent liabilities, while the after tax impact is reflected as a reduction to shareholders’ equity. This loss on extinguishment of debt is not reflected in the pro forma statements of income because it is non-recurring.

 

Pro Forma Statements of Income Adjustments

 

(g)                                   Real estate rent

 

The increase in our base rent payable to HPT as a result of the sale and lease back and purchase transactions described above is calculated as follows:

 

Proceeds from the sales of 14 travel centers and certain assets at 11 properties

 

$

279,382

 

Less: Purchase price of 5 travel centers

 

(45,042

)

Net proceeds from transaction

 

234,340

 

Rent increase rate

 

8.6

%

Net increase in base rent

 

$

20,153

 

 

6



 

Adjustments to real estate rent expense consisted of the following:

 

 

 

Three months ended
March 31, 2015

 

Year ended
December 31, 2014

 

Increase in base rent due to sales and lease back and purchase transactions

 

$

5,038

 

$

20,153

 

Add: HPT rent previously classified as interest expense

 

1,452

 

5,887

 

Add: HPT rent previously charged against the sale leaseback financing obligation

 

636

 

2,380

 

Pro forma increase in real estate rent

 

7,126

 

28,420

 

Less: Amortization of deferred gain

 

(2,365

)

(9,458

)

Add: Amortization of other existing deferred rent credits over longer amended lease terms

 

1,209

 

4,921

 

Net adjustment to real estate rent expense

 

$

5,970

 

$

23,883

 

 

(h)                                  Depreciation and amortization

 

Adjustments to depreciation and amortization expense in the pro forma statements of income consisted of the following:

 

 

 

Three months ended
March 31, 2015

 

Year ended
December 31, 2014

 

Adjustment to remove depreciation expense related to the assets sold to HPT

 

$

(2,211

)

$

(9,009

)

Adjustment to remove depreciation expense related to properties that now qualify for sale leaseback accounting

 

(412

)

(1,584

)

 

 

$

(2,623

)

$

(10,593

)

 

(i)                                      Provision for income taxes

 

The pro forma transaction adjustments have been tax affected at a blended statutory federal and state income tax rate of 38.9%.

 

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