TRAVELCENTERS OF AMERICA LLC (Form: 8-K, Received: 05/04/2017 16:36:55)

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): May 3, 2017



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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) of Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

In this Current Report on Form 8-K, the terms “we,” “us” and “our” refer to TravelCenters of America LLC and certain of its subsidiaries and “HPT” refers to Hospitality Properties Trust and certain of its subsidiaries, unless otherwise noted.

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under Item 2.01 of this Current Report on Form 8-K, or this Current Report, is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported, we entered a Transaction Agreement with our principal landlord, HPT, on June 1, 2015 (which we refer to herein, as amended, as the Transaction Agreement) to, among other things, sell to HPT four travel centers upon completion of their development by us and lease back from HPT these properties under our leases with HPT. Also as previously reported, we completed the sale and leaseback of one of the development properties on each of March 31, 2016, June 30, 2016 and September 30, 2016, respectively. The Transaction Agreement and related transactions are described further in Note 7 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016, or our Annual Report, which descriptions are incorporated herein by reference.

On May 3, 2017 , in connection with the Transaction Agreement, we entered into a development property agreement with HPT, or the Development Property Agreement. That same day, pursuant to the Development Property Agreement, we sold to HPT, for approximately $27.6 million , the fourth and final development property under the Transaction Agreement and HPT has leased back that travel center to us.

In connection with the Development Property Agreement, we and HPT entered into a seventh amendment to our TA Lease No. 4 to add the travel center that we sold to HPT on May 3, 2017 . Pursuant to the amendment, minimum annual rent under TA Lease No. 4 increased by approximately $2.3 million . As a result of this amendment, minimum annual rent under TA Lease No. 4 is approximately $50.7 million in the aggregate as of May 3, 2017 , subject to future adjustments if HPT purchases capital improvements made to the leased travel centers and pursuant to the contractual rent adjustment formula set in the lease.

The foregoing descriptions of the Transaction Agreement, the Development Property Agreement, TA Lease No. 4 and the amendments thereto, and the other agreements entered into in connection with the Transaction Agreement are not complete and are qualified in their entirety by reference to the full text of the Transaction Agreement, the Development Property Agreement, the TA Lease No. 4 and the amendments thereto and such other agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report, Exhibits 10.1 and 10.2 to our Current Report on Form 8-K dated September 30, 2016, Exhibits 10.1 and 10.2 to our Current Report on Form 8-K dated June 30, 2016, Exhibits 10.1 through 10.8 to our Current Report on Form 8-K dated June 22, 2016, Exhibits 10.1 and 10.2 to our Current Report on Form 8-K dated March 31, 2016, Exhibits 10.1 through 10.6 to our Current Report on Form 8-K dated September 23, 2015, Exhibits 10.1 through 10.4 to our Current Report on Form 8-K dated June 23, 2015, Exhibits 10.1 through 10.4 to our Current Report on Form 8-K dated June 16, 2015, Exhibits 10.1 through 10.10 to our Current Report on Form 8-K dated June 9, 2015 and Exhibit 10.1 to our Current Report on Form 8-K dated June 1, 2015 and are incorporated by reference herein.

Information Regarding Certain Relationships and Related Person Transactions

HPT is our principal landlord and largest shareholder and as of December 31, 2016, owned 3,420,000 of our common shares, representing approximately 8.7% of our outstanding common shares. One of our Managing Directors, Barry Portnoy, is a managing trustee of HPT. Barry Portnoy’s son, Adam Portnoy, is also a managing trustee of HPT, and Barry Portnoy’s son-in-law, Ethan Bornstein, is an executive officer of HPT. Our other Managing Director, Thomas O’Brien, who is also our President and Chief Executive Officer, was an executive officer of HPT until 2007. We have significant continuing relationships with HPT, including the lease arrangements referred to in this Current Report.

The RMR Group LLC, or RMR, provides certain services we require to operate our business. We have two agreements with RMR to provide management services to us: (i) a business management agreement, which relates to various aspects of our business generally, and (ii) a property management agreement, which relates to building management services for our headquarters building. RMR is a subsidiary of The RMR Group Inc. Barry Portnoy, is a managing director and controlling shareholder (through ABP Trust) of The RMR Group Inc. and an officer of RMR. Adam Portnoy, is a managing director, president and chief executive officer and controlling shareholder (through ABP Trust) of The RMR Group Inc. and an officer of RMR. Barry Portnoy and Adam Portnoy also own membership units of RMR (through ABP Trust). Thomas O'Brien, Andrew Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mark Young, our Executive Vice President and General Counsel, are officers and employees of RMR. RMR provides management services to HPT and HPT’s executive officers are officers and employees of RMR. Our Independent Directors also serve as independent directors or independent trustees of other public companies to which RMR, or its affiliates, provide management services. Barry Portnoy serves as a director, managing director, trustee or managing trustee of those companies and Adam Portnoy serves as a director, trustee or managing trustee of a majority of those companies. In addition, officers of RMR and The RMR Group Inc. serve as our officers and officers of other companies to which RMR or its affiliates provides management services.

For further information about these and other such relationships and related person transactions, please see our Annual Report, our definitive Proxy Statement for our 2017 Annual Meeting of Shareholders, or our Proxy Statement, and our other filings with the Securities and Exchange Commission, or the SEC, including Notes 7, 11 and 12 to the Consolidated Financial Statements included in our Annual Report, the sections captioned “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Related Person Transactions” and “Warning Concerning Forward Looking Statements” of our Annual Report, and the section captioned “Related Person Transactions” and the information regarding our Directors and executive officers in our Proxy Statement. In addition, please see the section captioned “Risk Factors” of our Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. Our filings with the SEC and copies of certain of our agreements with these related parties are publicly available as exhibits to our public filings with the SEC and accessible at the SEC’s website, www.sec.gov.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 2.01 of this Current Report is incorporated herein by reference.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS CURRENT REPORT CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE,” “EXPECT,” “ANTICIPATE,” “INTEND,” “PLAN,” “ESTIMATE” OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THESE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING SOME WHICH ARE BEYOND OUR CONTROL.

THE INFORMATION CONTAINED IN OUR FILINGS WITH THE SEC, INCLUDING UNDER THE CAPTION “RISK FACTORS” IN OUR PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS. OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE 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	Development Property Agreement, dated May 3, 2017 , among HPT TA Properties LLC and TA Operating LLC (filed herewith)


10.2	Seventh Amendment to Amended and Restated Lease Agreement No. 4, dated May 3, 2017 , among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (filed herewith)


10.3	Transaction Agreement, dated June 1, 2015, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TravelCenters of America Holding Company LLC, TA Leasing LLC, and TA Operating LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated June 1, 2015)


10.4	First Amendment to Transaction Agreement, dated June 22, 2016, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TravelCenters of America Holding Company LLC and TA Operating LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated June 22, 2016)


99.1	Pro Forma Financial Statements (filed herewith)

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:	May 4, 2017	By:	/s/ ANDREW J. REBHOLZ
			Andrew J. Rebholz
			Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 10.1

DEVELOPMENT PROPERTY AGREEMENT

between

HPT TA PROPERTIES TRUST,

as Purchaser,

and

TA OPERATING LLC,

as Seller

___________________________

MAY 3, 2017

___________________________

DEVELOPMENT PROPERTY AGREEMENT

THIS DEVELOPMENT PROPERTY AGREEMENT is made and entered into as of May 3, 2017 (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, as amended by that certain First Amendment to Transaction Agreement, dated as of June 22, 2016 (as so amended, 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 Development Property 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 ”: Twenty-Seven Million Six Hundred Two Thousand Two Hundred Forty-Four and 09/100ths Dollars ($27,602,244.09).

“ 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/NSPS land title survey of the Real Property prepared by Hughes-Ray Company, Inc. and dated March 20, 2017, last revised April 12, 2017.

“ Title Commitment ”: the title commitment for the Real Property issued by the Title Company and dated February 21, 2017.

“ 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

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1099-S, and shall otherwise comply with the provisions of Section 6045(e) of the Internal Revenue Code.

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 designated by Purchaser as contemplated by Section 2.2 of 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.

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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 other utilities, shall be made for the account of Seller as seller under this Agreement or as the tenant under the lease being amended 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.

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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 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 AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING PURCHASER, DATED AS OF 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.]

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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

By: /s/ Mark L. Kleifges
Mark L. Kleifges

Treasurer and Chief Financial Officer

SELLER:

TA OPERATING LLC

By:     /s/ Mark R. Young
    Mark R. Young
    Executive Vice President

Exhibit A

Legal Description

All that certain piece, parcel or lot of land, together with any improvements thereon, situate, lying and being in the City of Columbia in the County of Richland, State of South Carolina, containing approximately 29 acres, as shown on a Land Title Survey and Partial Topographical Map prepared for Travel Centers of America by Cox & Dinkins, Inc., dated January 9, 2007, last revised July 31, 2007, recorded August 3, 2007 in the Office of the Register of Deeds for Richland County in Record Book 1343 at Page 1842, and having the following boundaries and measurements shown thereon: Beginning at a Conc. mon. (o), located at the intersection of the southern right-of-way margin of South Beltline Boulevard and the eastern right-of-way margin of Bluff Road, this being the Point of Beginning (P.O.B); thence turning and running along the southern right-of-way margin of South Beltline Boulevard for the following bearings and distances: N 68°28'14" E for a distance of 209.71 to a Conc. mon. (o); thence turning and running in a curved line of length 147.68' feet, (curve of radius 1663.31 feet, chord bearing of N 66°51'12" E, chord distance of 147.63 feet) to a Conc. mon. (o); thence turning and running in a curved line of length 300.49' feet, (curve of radius 1663.31 feet, chord bearing of N 58°56'19" E, chord distance of 300.08 feet) to a 5/8" Rebar (o); thence turning and running in a curved line of length 31.24' feet, (curve of radius 1663.31 feet, chord bearing of N 51°35'15" E, chord distance of 31.24 feet) to a 1/2" Rebar (n); thence turning and running N 45°42'08" E for a distance of 100.45 feet to a 1/2" Rebar (n); thence turning and running N 45°42'08" E for a distance of 123.43 feet to a 5/8" Rebar (o); thence turning and running N 45°42'08" E for a distance of 46.99 feet to a 1/2" Rebar (n); thence turning and running N 45°42'08" E for distance of 353.10 feet to a 5/8" Rebar (o); thence turning and running N 45°38'27" E for a distance of 60.33 feet to a 1/2" Rebar (o); thence turning and running S 57°53'27" E along property of now or formerly Commercial Credit Land Two, LLC for a distance of 540.09 feet to a 1/2" Rebar (o); thence turning and running along property of now or formerly The City of Columbia for the following bearings and distances: S 13°54'23" W for a distance of 117.02 feet to a 3/4" Pipe (o); thence turning and running S 23°48'44" E for a distance of 180.09 feet to a 3/4" Pipe (o); thence turning and running S 01°09'23" W for a distance of 131.34 feet to a Railroad Rail (o); thence turning and running S 18°03'02" W for a distance of 116.37 feet to a Railroad Rail (o); thence turning and running S 39°09'20" W for a distance of 42.76 feet to a 1" Pipe (o); thence turning and running S 49°29'07" W for a distance of 188.24 feet to a Railroad Rail (o); thence turning and running S 14°42'31" W for a distance of 249.63 feet to a Railroad Rail (o); thence turning and running S 37°38'55" W for a distance of 287.86 feet to a Conc. mon. (o); thence turning and running S 29°23'07" W for a distance of 14.52 feet to a Conc. mon. (o); thence turning and running along the northern right-of-way margin of I-77 Southeastern Beltway Exit Ramp for the following bearings and distances: in a curved line of length 89.31 feet, (curve of radius 473.92 feet, chord bearing of N 60°04'45" W, chord distance of 89.18 feet) to a Conc. mon. (o); thence turning and running N 54°40'56" W for a distance of 256.89 feet to a 1/2" Rebar (o); thence turning and running in a curved line of length 372.23 feet, (curve of radius 602.02 feet, chord bearing of N 72°17'23" W, chord distance of 366.32 feet) to a 1/2" Rebar (n); thence turning and running in a curved line of length 228.79 feet, (curve of radius 602.02 feet, chord bearing of S 79°06'36" W, chord distance of 227.42 feet) to a 1/2" Rebar (o); thence turning and running S 68°03'37" W for a distance of 79.77 feet to a 1/2" Rebar (o); thence turning and running N 68°31'45" W for a distance of 72.20 feet to a 1/2" Rebar (o); thence

turning and running along the eastern right-of-way margin of Bluff Road for the following bearings and distances: in a curved line of length 203.89 feet, (curve of radius 4082.00 feet, chord bearing of N 25°39'13" W, chord distance of 203.87 feet) to a 1/2" Rebar (o); thence turning and running in a curved line of length 68.85 feet, (curve of radius 4082.00 feet, chord bearing of N 27°29'57" W, chord distance of 68.85 feet) to a 1/2" Rebar (o); thence turning and running in a curved line of length 106.88 feet, (curve of radius 4082.00 feet, chord bearing of N 29°09'16" W, chord distance of 106.87 feet) to a Conc. mon. (o); thence turning and running N 20°56'21" E for a distance of 65.73 feet to a Conc. mon. (o); the Point of Beginning (P.O.B.).

TAX MAP NUMBER: 13605-02-01

This being the same property conveyed to TA Operating LLC by deed from Blanchard Machinery Company dated August 3, 2007 and recorded August 3, 2007 in the Office of the Register of Deeds for Richland in Book 1343 at Page 3016.

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 Development Property Agreement, dated as of [●], between TA Operating LLC and [HPT entity], Transferor hereby certifies to [transferee entity] (“ 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: [●]

Exhibit 10.2

SEVENTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 4

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 4 (this “ Amendment ”) is made and entered into as of May 3, 2017 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 certain First Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 16, 2015, that certain Second Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 23, 2015, that certain Third Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 23, 2015, that certain Fourth Amendment to Amended and Restated Lease Agreement No. 4, dated as of March 31, 2016, that certain Fifth Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 22, 2016, and that certain Sixth Amendment to Amended and Restated Lease No. 4, dated as of September 14, 2016 (as so amended, the “ Lease ”);

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 2150-2240 Beltline Boulevard, Columbia, South Carolina 29209, as further described on Exhibit A-40 attached to this Amendment (collectively, the “ Columbia Property ”); and

WHEREAS , Landlord and Tenant desire to amend the Lease to include the Columbia 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. Base Year Date . The defined term “Base Year” shall mean, with respect to the Columbia Property, the 2020 calendar year.

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

4. 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:

{B2125810; 4}

“ Minimum Rent ” shall mean Fifty Million Seven Hundred Twelve Thousand Three Hundred Twelve and 71/100ths Dollars ($50,712,312.71), subject to adjustment as provided in Section 3.1.1(b) .

5. Leased Property . Section 2.1(a) of the Lease is hereby amended by deleting the reference to “Exhibits A-1 through A-39” in the second line thereof and replacing it with a reference to “Exhibits A-1 through A-40”.

6. Exhibit A . Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-39” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-40” attached hereto and (b) adding Exhibit A-40 attached to this Amendment immediately following Exhibit A-39 to the Lease.

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

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

9. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 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/ Mark L. Kleifges

Mark L. Kleifges

Treasurer and Chief Financial Officer

HPT TA PROPERTIES LLC

By: /s/ Mark L. Kleifges

Mark L. Kleifges

Treasurer and Chief Financial Officer

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 and TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, each a Delaware limited liability company (collectively, “ Guarantors ”), to Landlord with respect to Tenant’s obligations under the Lease (the “ Guaranty ”). Guarantors hereby confirm 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 Guarantors hereby reaffirm the Guaranty.

TRAVELCENTERS OF AMERICA LLC

By: /s/ Mark R. Young

Mark R. Young

Executive Vice President

TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC

By: /s/ Mark R. Young

Mark R. Young

Executive Vice President

EXHIBITS A-1 through A-40

Land



Exhibit	TA Site No.	Property Address
A-1	224	1806 Highway 371 W, Prescott, AR 71857.
A-2	41	46155 Dillon Road, Coachella, CA 92236.
A-3	346	28991 West Gonzaga Rd., Santa Nella, CA 95322.
A-4	148	5101 Quebec Street, Commerce City (Denver East), CO 80022.
A-5	22	327 Ruby Road, Willington, CT 06279.
A-6	53	556 St. Rt. 44, Wildwood, FL 34785.
A-7	45	P.O. Box 592, Madison, GA 30650.
A-8	367	5915 Monee Rd., Monee, IL 60449.
A-9	43	4510 Broadway, Mt. Vernon, IL 62864.
A-10	257	10346 S. State Rd. 39, Clayton, IN 46118.
A-11	220	1600 West US Hwy 20, Porter, IN 46304.
A-12	252	2775 US Hwy 75, Lebo (Beto Junction), KS 66856.
A-13	28	145 Richwood Road, Walton, KY 41094.
A-14	180	1682 Gause Blvd., Slidell, LA 70458.
A-15	19	1400 Elkton Road, Elkton, MD 21921.
A-16	175	3265 N. Service Road East, Foristell, MO 63348.
A-17	193	8033 W. Holling Rd., Alda (Grand Island), NE 68810.
A-18	6	2 Simpson Road, Columbia, NJ 07832.
A-19	81	2501 University Blvd. NE, Albuquerque, NM 87107.
A-20	207	753 Upper Court St., Binghamton, NY 13904.
A-21	194	8420 Alleghany Rd., Corfu (Pembroke), NY 14036.
A-22	221	153 Wiggins Road, Candler, NC 28715.
A-23	701	715 US 250 East, Ashland, OH 44805.
A-24	139	12403 US Rt. 35 NW, Jeffersonville, OH 43128.
A-25	95	4450 Portage St. NW, North Canton, OH 44720.
A-26	152	P.O. Box 171, Sayre, OK 73662.
A-27	67	5644 SR 8, Harrisville (Barkeyville), PA 16038.
A-28	68	5600 Nittany Valley Drive, Lamar, PA 16848.
A-29	179	3014 Paxville Highway, Manning, SC 29102.
A-30	245	155 Hwy. 138, Denmark (Jackson), TN 38391.
A-31	34	111 N. First Street, Nashville, TN 37213.
A-32	150	7751 Bonnie View Road, Dallas (South), TX 75241.
A-33	153	1010 Beltway Parkway, Laredo, TX 78045.
A-34	232	4817 I-35 North, New Braunfels, TX 78130.
A-35	32	RR1, Valley Grove, WV 26060.
A-36	188	P.O. Box 400, Ft. Bridger, WY 82933.
A-37	242	15874 Eleven Mile Road, Battle Creek, MI 49014.
A-38	246	3747 Express Drive, Holbrook, AZ 86025.
A-39	333	160 State Highway 77, Hillsboro, TX 76645.
A-40	238	2150-2240 Beltline Boulevard, Columbia, SC 29209.

[See attached copies.]

EXHIBIT A-40

2150-2240 Beltline Boulevard
Columbia, SC 29202

(See attached copy.)

Legal Description

of N 25°39'13" W, chord distance of 203.87 feet) to a 1/2" Rebar (o); thence turning and running in a curved line of length 68.85 feet, (curve of radius 4082.00 feet, chord bearing of N 27°29'57" W, chord distance of 68.85 feet) to a 1/2" Rebar (o); thence turning and running in a curved line of length 106.88 feet, (curve of radius 4082.00 feet, chord bearing of N 29°09'16" W, chord distance of 106.87 feet) to a Conc. mon. (o); thence turning and running N 20°56'21" E for a distance of 65.73 feet to a Conc. mon. (o); the Point of Beginning (P.O.B.).

TAX MAP NUMBER: 13605-02-01

EXHIBIT C

Petro Properties



TA Site No.	Property Address
346	28991 West Gonzaga Rd., Santa Nella, CA 95322.
367	5915 Monee Rd., Monee, IL 60449.
238	2150-2240 Beltline Boulevard, Columbia, SC 29202.

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 TA Lease, (ii) the sale of properties and other assets to, and our lease back of those properties and assets from, HPT, (iii) the purchase of properties from HPT and (iv) the sale to HPT of five travel centers upon the completion of their development, which was then expected to be completed before June 30, 2017, at a purchase price equal to their development costs, including the cost of land, which costs were estimated to be not more than $118.0 million in the aggregate, and our lease back of these properties from HPT.

On June 22, 2016, we entered into a First Amendment to Transaction Agreement, or the Amendment, with HPT to, among other things, replace one of the five development properties that we had agreed to sell to and lease back from HPT with two alternative existing travel centers owned by us.

Since June 1, 2015, we completed certain of the transactions contemplated by the Transaction Agreement and the Amendment as summarized below:


•	On June 9, 2015, the Prior TA Lease was expanded and subdivided into four new leases, which we refer to collectively as the New TA Leases. The initial terms for the New TA Leases end on December 31, 2026, 2028, 2029 and 2030. Each of the New TA Leases grants us two renewal options of 15 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 TA Lease. HPT leased back these properties to us under the New TA Leases. Our annual rent increased by $15.8 million as a result of the sale and leaseback 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 TA 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 New TA Leases and HPT leased back the travel center and assets to us under two of the New TA 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 New TA Leases and HPT leased back the travel center and assets to us under two of the New TA 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.

•

On September 23, 2015, HPT purchased from us, for $51.5 million, two travel centers we owned and certain assets we owned at another travel center that we lease from HPT under one of the New TA Leases and HPT leased back the two travel centers and assets to us under three of the New TA Leases. Our annual rent increased by $4.4 million as a result of the sale and leaseback of the travel center and assets completed on September 23, 2015.


•	On March 31, 2016, HPT purchased from us, for $19.7 million, one travel center we developed and owned and HPT leased back the travel center to us under one of the New TA Leases. Our annual rent increased by $1.7 million as a result of the sale and leaseback of the travel center completed on March 31, 2016.


•	On June 22, 2016, pursuant to the Amendment, HPT purchased from us, for $23.9 million, two travel centers we owned and HPT leased back these two travel centers to us under two of the New TA Leases. Our annual rent increased by $2.0 million as a result of the sale and leaseback of the travel centers completed on June 22, 2016.


•	On June 30, 2016, HPT purchased from us, for $22.3 million, one travel center we developed and owned, and HPT leased back the travel center to us under one of the New TA Leases. Our annual rent increased by $1.9 million as a result of the sale and leaseback of the travel center completed on June 30, 2016.


•	On September 30, 2016, HPT purchased from us, for $16.6 million, one travel center we developed and owned, and HPT leased back the travel center to us under one of the New TA Leases. Our annual rent increased by $1.4 million as a result of the sale and leaseback of the travel center completed on September 30, 2016.


•	On May 3, 2017 , HPT purchased from us, for $27.6 million , one travel center we developed and owned, and HPT leased back the travel center to us under one of the New TA Leases. Our annual rent increased by $2.3 million as a result of the sale and leaseback of the travel center completed on May 3, 2017 .

As of May 3, 2017 , after giving effect to the above referenced transactions completed through that date, we leased a total of 159 properties from HPT under the New TA Leases.

The pro forma financial statements included herein include adjustments related to the amendments to the terms of our leases with HPT and our purchase of assets and our sale and lease back of assets on March 31, 2016, June 22, 2016, June 30, 2016, September 30, 2016, and May 3, 2017 . The pro forma financial statements do not reflect adjustments to rent payable to HPT as a result of our sales to HPT during the periods presented of improvements at properties that we lease from HPT, for periods prior to the dates HPT purchased such improvements. Such improvements totaled $109.9 million during 2016, and, in accordance with the leases, annual minimum rent at the time HPT purchased these improvements was increased by 8.5% of the amounts of the improvements purchased by HPT. No pro forma adjustments have been made to reflect the results of operations for periods prior to our acquisitions of the convenience stores and standalone restaurants we acquired from parties other than HPT during the periods presented, or to eliminate the one time acquisition costs related to such acquisition activities. For the year ended December 31, 2016, we incurred $2.5 million of acquisition costs.

The adjustments to the pro forma condensed consolidated balance sheet as of December 31, 2016, assume that these transactions occurred on that date. The adjustments to the pro forma condensed consolidated statement of operations for the year ended December 31, 2016, assume that these transactions occurred on January 1, 2016. The pro forma financial statements are 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, 2016, which we refer to as our Annual 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)

December 31, 2016

(in thousands)



	As reported		Transaction adjustments			Note	Pro forma
Assets
Current assets:
Cash and cash equivalents	$	61,312	$	27,602		2 (a)	$	88,914
Accounts receivable (less allowance for doubtful accounts of $744)	107,246		—				107,246
Inventory	207,829		—				207,829
Other current assets	25,674		—				25,674
Total current assets	402,061		27,602				429,663

Property and equipment, net	1,082,022		(27,602		)	2 (b)	1,054,420
Goodwill	88,542		—				88,542
Other intangible assets, net	37,738		—				37,738
Other noncurrent assets	49,478		—				49,478
Total assets	$	1,659,841	$	—			$	1,659,841

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	157,964	$	—			$	157,964
Current HPT Leases liabilities	39,720		—				39,720
Other current liabilities	132,648		—				132,648
Total current liabilities	330,332		—				330,332

Long term debt, net	318,739		—				318,739
Noncurrent HPT Leases liabilities	381,854		—				381,854
Other noncurrent liabilities	75,837		—				75,837
Total liabilities	1,106,762		—				1,106,762

Total shareholders' equity	553,079		—				553,079
Total liabilities and shareholders' equity	$	1,659,841	$	—			$	1,659,841

Travel Centers of America LLC

Pro Forma Condensed Consolidated Statements of Operations (Unaudited)

Year Ended December 31, 2016

(in thousands, except per share data)



	As reported			Transaction adjustments			Note	Pro forma
Revenues:
Fuel	$	3,530,149		$	—			$	3,530,149
Nonfuel	1,963,904			—				1,963,904
Rent and royalties from franchisees	17,352			—				17,352
Total revenues	5,511,405			—				5,511,405

Cost of goods sold (excluding depreciation):
Fuel	3,125,372			—				3,125,372
Nonfuel	910,827			—				910,827
Total cost of goods sold	4,036,199			—				4,036,199

Operating expenses:
Site level operating	959,407			—				959,407
Selling, general and administrative	139,052			—				139,052
Real estate rent	262,298			5,245			2 (c)	267,543
Depreciation and amortization	92,389			(638		)	2 (d)	91,751
Total operating expenses	1,453,146			4,607				1,457,753

Income from operations	22,060			(4,607		)		17,453

Acquisition costs	2,451			—				2,451
Interest expense, net	27,815			—				27,815
Income from equity investees	4,544			—				4,544
Loss before income taxes	(3,662		)	(4,607		)		(8,269		)
Benefit for income taxes	(1,733		)	(1,792		)	2 (e)	(3,525		)
Net loss	(1,929		)	(2,815		)		(4,744		)
Less net income for noncontrolling interests	89			—				89
Net loss attributable to common shareholders	$	(2,018	)	$	(2,815	)		$	(4,833	)

Net loss per common share attributable to common shareholders:
Basic and diluted	$	(0.05	)	$	(0.08	)		$	(0.13	)

TravelCenters of America LLC

Notes to Condensed Consolidated Pro Forma Financial Statements (Unaudited)

(In thousands, 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. 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.

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 the amendments to the sale and lease back of assets on March 31, 2016, June 22, 2016, June 30, 2016, September 30, 2016, and May 3, 2017 .

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.

Pro Forma Balance Sheet Adjustments

(a) Cash

The adjustment to cash totaling $27,602 represents the proceeds from the sale to HPT of one travel center completed on May 3, 2017 . The pro forma statements of operations do not assume investment income related to the net increase in cash from the transaction.

(b) Property and equipment, net

The adjustment to property and equipment, net totaling $27,602 reflects the sale of one travel center to HPT completed on May 3, 2017 .

Pro Forma Statements of Operations Adjustments

The adjustment to real estate rent expense consisted of the following:



	Year Ended December 31, 2016
Increase in base rent due to sale and lease back transactions	$	5,735
Less: Amortization of deferred gain	(490		)
Net adjustment to real estate rent expense	$	5,245

On March 31, 2016, June 22, 2016, June 30, 2016, and September 31, 2016, we completed certain of the transactions contemplated by the Transaction Agreement, as described above. Our historical results for the year ended December 31, 2016, include the rent increase related to those completed transactions from those respective dates.

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



Proceeds from the sales of four development properties and two travel centers to HPT	$	110,015
Rent increase rate	8.5		%
Increase in annual base rent from 2016 and 2017 transactions	$	9,351

(d) Depreciation and amortization

The adjustment to depreciation and amortization expense consisted of $638 related to assets sold to HPT.

(e) 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%.