8-K

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): November 14, 2013

TRAVELCENTERS OF AMERICA LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001–33274	20–5701514
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

On November 14, 2013, TravelCenters of America LLC, a Delaware limited liability company (the “Company”), announced that it had entered into a Securities Purchase Agreement among the individual sellers named therein, Frederick M. Higgins, as sellers’ representative, Girkin Development, LLC (“Girkin”), a Kentucky limited liability company that owns a total of 31 convenience stores in Kentucky and Tennessee, and the Company, dated as of November 14, 2013 (the “Agreement”).  Pursuant to the Agreement, the Company agreed to acquire all of the issued and outstanding membership units of Girkin for an aggregate purchase price of approximately $67 million, before closing costs and customary working capital adjustments.  The transactions set forth in the Agreement are subject to customary closing conditions.

A copy of the press release issued on November 14, 2013 announcing the Company’s entry into the Agreement is attached hereto as Exhibit 99.1.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At a meeting of the Company’s Board of Directors (the “Board”) held on November 19, 2013, the Board increased its size from five to six directors and, pursuant to a recommendation of the Board’s Nominating and Governance Committee, elected Lisa Harris Jones to fill the vacancy created by the increase in the size of the Board.  Ms. Jones will serve as an Independent Director in Group III of the Board, and her term will expire at the Company’s 2016 annual meeting of shareholders.  Ms. Jones was also appointed as a member of each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee of the Board.

Ms. Jones is the founding member of Harris Jones & Malone, LLC, a law firm based in Maryland.  Ms. Jones is a graduate of the University of Pittsburgh in Pittsburgh, Pennsylvania and American University Washington College of Law in Washington, D.C.  In addition to her professional accomplishments, Ms. Jones has held leadership positions in many community service and civic organizations for which she has received recognitions and awards, including being the recipient of the YWCA Greater Baltimore Special Leadership Award in 2012.

There is no arrangement or understanding between Ms. Jones and any other person pursuant to which she was selected as a director.  There are no transactions, relationships or agreements between Ms. Jones and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.

For her service as a director, Ms. Jones will be entitled to the compensation the Company generally provides to its directors, with the annual cash fees prorated.  A summary of the Company’s currently effective director compensation is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 20, 2013 and is incorporated herein by reference.  Consistent with those compensation arrangements, on November 19, 2013, the Company granted to Ms. Jones 7,500 of the Company’s common shares, which were valued at $80,100, based on the closing price of the Company’s common shares on the New York Stock Exchange on that day.

In connection with her appointment, the Company entered into an indemnification agreement with Ms. Jones, effective as of November 19, 2013, on substantially the same terms as the agreements previously entered into between the Company and each of its other directors.  The Company has previously filed a form of indemnification agreement entered into by its directors with the Company as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2012, which form is incorporated herein by reference.

A copy of the press release issued on November 19, 2013 announcing the election of Ms. Jones is attached hereto as Exhibit 99.2.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated November 14, 2013
99.2	Press release dated November 19, 2013

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Cautions Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws.  These forward-looking statements are based upon the Company’s current intent, beliefs and expectations but they are not guaranteed to occur and may not occur for various reasons.  For example, this Current Report on Form 8-K states that the Company has agreed to acquire the issued and outstanding membership units for $67 million before closing costs and customary working capital adjustments.  As noted above, however, this transaction is subject to customary closing conditions.  Some of these conditions involve third party consents and approvals that are beyond the Company’s control, such as consents from landlords for transfer of the leased locations and approvals for transfer of certain contracts, operating licenses and the like.  These or other conditions may not be satisfied and this transaction may be delayed, the terms of this transaction may be modified or the transaction may not close.  Results that differ from those stated or implied by the Company’s forward-looking statements in this Current Report on Form 8-K may be also caused by other reasons as described in the Company’s periodic reports filed with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, and the Company’s Quarterly Reports on Form 10-Q for the periods ending March 31, June 30 and September 30, 2013, in sections of those reports titled “Warning Regarding Forward Looking Statements” and “Risk Factors” and elsewhere in those reports.  Investors are cautioned not to place undue reliance upon forward-looking statements in this Current Report on Form 8-K.  Except as may be required by applicable law, the Company does not undertake any obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRAVELCENTERS OF AMERICA LLC
	By:	/s/ Andrew J. Rebholz
		Andrew J. Rebholz
		Executive Vice President, Chief Financial Officer and Treasurer
Dated: November 20, 2013

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated November 14, 2013
99.2	Press release dated November 19, 2013

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Timothy A. Bonang, Vice President of Investor Relations, or

Katie Strohacker, Senior Manager of Investor Relations

(617) 796-8251

www.tatravelcenters.com

TravelCenters of America Agrees to Purchase

31 C-Stores/Gas Stations for $67 Million

Westlake, OH (Nov. 14 2013).  Travel Centers of America LLC (NYSE: TA) today announced that it has agreed to acquire 31 convenience stores with retail gasoline stations (“C-stores”) for $67 million, before closing costs and customary working capital adjustments.  The seller is a private company which operates these C-stores under its proprietary brand name “Minit Mart”.

Twenty-eight (28) of the C-stores are located in Kentucky and three (3) are in Tennessee.  Twenty-seven (27) of the locations include the ownership of land and buildings, while four (4) are leaseholds.  The typical location includes ten (10) fueling positions and approximately 5,000 sq. ft. of interior space offering C-store merchandise as well as some prepared food services.  During 2012, these stores dispensed an aggregate of 38 million gallons of fuel.

Thomas M. O’Brien, TA’s President and CEO, made the following statement at the time of this announcement:

“The 31 C-stores TA has agreed to acquire are high volume fuel locations with larger interior space for merchandise and food offerings than typical C-stores and appear to have limited need for near term capital investment.  In addition, we do not expect these C-stores to require a lengthy period to achieve stabilized financial results.  We also expect TA may be able to realize synergies in purchasing and merchandising customer offerings at these C-stores which may make the financial results, relative to the acquisition cost, similar to that expected for travel center acquisitions.  Nearly all of TA’s existing travel centers currently offer gasoline for motorists and most of these C-stores’ customer offerings are similar to the products and food services available at our highway travel centers.

“TA’s principal business focus is and remains operating and expanding its nationwide network of large, full service travel centers along the U.S. Interstate Highway System that serve the U.S. trucking industry.”

The transaction announced today is subject to customary closing conditions, but TA currently expects it will close before year end 2013.  Mr. O’Brien’s comments are based on information provided by the seller to TA prior to the date of this release and may be subject to change.

About Travel Centers of America LLC:

TA primarily operates and franchises travel centers under the “Travel Centers of America”, “TA”, “Petro Stopping Centers” and “Petro” brand names and offers diesel and gasoline fueling, restaurants, truck repair facilities, stores and other services.  TA’s nationwide business includes locations in 42 U.S. states and in Canada.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON TA’S CURRENT INTENT, BELIEFS AND EXPECTATIONS BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS.  FOR EXAMPLE:

·THIS PRESS RELEASE STATES THAT TA HAS AGREED TO ACQUIRE 31 C-STORES FOR $67 MILLION BEFORE CLOSING COSTS AND CUSTOMARY WORKING CAPITAL ADJUSTMENTS AND THAT TA EXPECTS THIS TRANSACTION TO CLOSE BEFORE YEAR END 2013.  AS NOTED ABOVE, HOWEVER, THIS TRANSACTION IS SUBJECT TO CUSTOMARY CLOSING CONDITIONS.  SOME OF THESE CONDITIONS INVOLVE THIRD PARTY CONSENTS AND APPROVALS THAT ARE BEYOND TA’S CONTROL, SUCH AS CONSENTS FROM LANDLORDS FOR TRANSFER OF THE LEASED LOCATIONS AND APPROVALS FOR TRANSFERS OF CERTAIN CONTRACTS, OPERATING LICENSES AND THE LIKE.  THESE OR OTHER CONDITIONS MAY NOT BE SATISFIED AND THIS TRANSACTION MAY BE DELAYED, THE TERMS OF THIS TRANSACTION MAY BE MODIFIED OR THE TRANSACTION MAY NOT CLOSE.

·THIS PRESS RELEASE STATES THAT TA’S PRINCIPAL BUSINESS FOCUS IS AND REMAINS OPERATING AND EXPANDING ITS NATIONWIDE NETWORK OF LARGE FULL SERVICE TRAVEL CENTERS ALONG THE U.S. INTERSTATE HIGHWAY SYSTEMS THAT SERVE THE U.S. TRUCKING INDUSTRY.  AN IMPLICATION OF THIS STATEMENT MAY BE THAT TA WILL NOT ACQUIRE ADDITIONAL C-STORES OR CONSIDER OTHER BUSINESS EXPANSION OPPORTUNITIES.  IN FACT, TA MAY CONSIDER OTHER BUSINESS EXPANSION OPPORTUNITIES INCLUDING ACQUIRING ADDITIONAL C-STORES, ESPECIALLY IF THE OPERATING RESULTS AND OPERATING SYNERGIES THAT TA EXPECTS FROM THE TRANSACTION DESCRIBED IN THIS PRESS RELEASE ARE REALIZED.

·THIS PRESS RELEASE STATES THAT THE C-STORES TO BE ACQUIRED BY TA ARE HIGH VOLUME FUEL LOCATIONS, THAT THESE C-STORES WILL REQUIRE ONLY LIMITED NEAR TERM CAPITAL INVESTMENT AND THAT THESE C-STORES WILL NOT REQUIRE A LENGTHY PERIOD TO ACHIEVE STABILIZED FINANCIAL RESULTS.  THE IMPLICATION OF THESE STATEMENTS IS THAT THESE STORES MAY HAVE AN IMMEDIATE POSITIVE IMPACT ON TA’S EARNINGS AFTER THE CLOSING.  THE ACQUISITION AND INTEGRATION OF NEW BUSINESSES AND LOCATIONS INVOLVES RISKS OF FINANCIAL LOSSES.  CHANGES OF OWNERSHIP FREQUENTLY RESULT IN PERSONNEL CHANGES AND IN REQUIREMENTS FOR NEW SUPPLY AND SALES ARRANGEMENTS.  THESE OR OTHER FACTORS MAY RESULT IN LOWER FINANCIAL PERFORMANCE THAN EXPECTED OR FINANCIAL LOSSES.  ALSO, MARKET CONDITIONS AFFECTING THE C- STORES TA EXPECTS TO ACQUIRE MAY CHANGE IN A WAY WHICH MATERIALLY AND ADVERSELY IMPACTS THE BUSINESS OF THESE C-STORES. FURTHER, PRESENTLY UNKNOWN PROPERTY CONDITIONS OR LIABILITIES MAY BE DISCOVERED AT THESE C-STORES.  ACCORDINGLY, MR. O’BRIEN AND TA CAN PROVIDE NO ASSURANCE THAT THIS ACQUISITION WILL BE ACCRETIVE TO TA’S EARNINGS AFTER THIS TRANSACTION CLOSES.

·THIS PRESS RELEASE STATES THAT MR. O’BRIEN AND TA EXPECT THAT TA MAY BE ABLE TO REALIZE SYNERGIES IN PURCHASING AND MERCHANDISING AT THE C-STORES TA EXPECTS TO ACQUIRE AND THAT THESE SYNERGIES MAY IMPROVE TA’S FUTURE PROFITS FROM THESE C-STORES.  THE TYPICAL CUSTOMERS AT TA’S TRAVEL CENTERS AND THOSE AT THE C-STORES TO BE ACQUIRED MAY BE DIFFERENT OR BE SEEKING DIFFERENT GOODS AND SERVICES.  COMPETITION ALONG THE INTERSTATE HIGHWAY SYSTEM THROUGHOUT THE U.S. MAY BE DIFFERENT FROM COMPETITION AMONG C-STORES IN A MORE CONCENTRATED GEOGRAPHIC AREA.  FOR THESE AND OTHER REASONS, TA MAY BE UNABLE TO REALIZE ANY OF THE SYNERGIES WHICH MR. O’BRIEN AND TA CURRENTLY EXPECT.

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RESULTS THAT DIFFER FROM THOSE STATED OR IMPLIED BY TA’S FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE MAY BE ALSO CAUSED BY OTHER REASONS AS DESCRIBED IN TA’S PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SEC, INCLUDING TA’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2012, AND TA’S QUARTERLY REPORTS ON FORMS 10-Q FOR THE PERIODS ENDING MARCH 31, JUNE 30 AND SEPTEMBER 30, 2013, IN SECTIONS OF THOSE REPORTS TITLED “WARNING REGARDING FORWARD LOOKING STATEMENTS” AND “RISK FACTORS” AND ELSEWHERE IN THOSE REPORTS.  COPIES OF THOSE REPORTS ARE PUBLICLY AVAILABLE AT THE SEC’S WEBSITE: WWW.SEC.GOV.

INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.

EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, TA DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

(end)

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Contacts:

Timothy A. Bonang, Vice President, Investor Relations, or

Katie Strohacker, Senior Manager, Investor Relations

(617) 796-8251

www.tatravelcenters.com

TravelCenters of America Elects Attorney Lisa Harris Jones

To Its Board of Directors

Westlake, OH (November 19, 2013).  TravelCenters of America LLC (NYSE: TA) today announced that Attorney Lisa Harris Jones has been elected to its Board of Directors.

Ms. Jones is a founding member of the Baltimore based law firm of Harris Jones and Malone and is a graduate of the University of Pittsburgh in Pittsburgh, PA and American University Washington College of Law in Washington, D.C.  In addition to her professional accomplishments, Ms. Jones has held leadership positions in many community service and civic organizations for which she has received recognitions and awards, including being the recipient of the YWCA Greater Baltimore Special Leadership Award in 2012.

TravelCenters of America LLC is a Fortune 500 company whose publicly owned shares are listed for trading on the New York Stock Exchange.  TA’s primary business is the operation of travel centers along the U.S. Interstate Highway System.  TA owns, leases and franchises travel centers under the “TravelCenters of America”, “TA”, “Petro Stopping Centers” and “Petro” brand names.  TA travel centers offer diesel and gasoline fueling, truck repair services, restaurants, stores and other services to interstate truckers and other motorists in 42 states and in Canada.

Ms. Jones was elected to be an Independent Director in Group III of TA’s Board of Directors to fill a vacancy created when the Board was expanded to six members including four who are Independent Directors.  Ms. Jones was also appointed to serve on the Audit Committee, the Nominating and Governance Committee and the Compensation Committee of the TA Board.  Ms. Jones’s current term as a TA Director will extend to the annual meeting of TA shareholders in 2016.

(end)