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

April 9, 2018

Date of Report

(Date of earliest event reported)

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, including zip code)

440-808-9100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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.

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

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

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

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

oEmerging 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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

In this Current Report on Form 8-K, the term the “Company” refers to TravelCenters of America LLC and its consolidated subsidiaries.

Item 8.01.  Other Information.

On April 13, 2018, the Company issued a press release announcing that on April 9, 2018, the Company obtained an order and judgment from the Court of Chancery of the State of Delaware in connection with the Company’s previously disclosed litigation with Comdata, Inc. A copy of the Company’s press release is attached as Exhibit 99.1 hereto and incorporated herein by reference and a copy of the order and judgment issued on April 9, 2018 by the Court is attached as Exhibit 99.2 hereto.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

99.1	Press release dated April 13, 2018.
99.2	Final Order and Judgment, issued April 9, 2018 by the Court of Chancery of the State of Delaware in the case of TA Operating LLC, Plaintiff, v. Comdata, Inc. and FleetCor Technologies, Inc., Defendants, (C.A. No.  12954-CB).

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: April 13, 2018	By:	/s/ William E. Myers
		William E. Myers
		Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:
	Katie Strohacker, Senior Director, Investor Relations
	(617) 796-8251

Final Order and Judgment Issued for TravelCenters of America LLC in Comdata Litigation

TA Recovered Attorneys’ Fees and Costs of $10.7 million.

Westlake, OH (April 13, 2018): TravelCenters of America LLC (Nasdaq: TA) today announced that, on April 9, 2018, the Court of Chancery of the State of Delaware entered its Final Order and Judgment (“Order”) for the Comdata litigation awarding TA attorneys’ fees and costs it incurred in the litigation. As previously announced, the Court issued an opinion on September 11, 2017 rejecting Comdata’s claims that TA had breached certain agreements that require Comdata to process customer transactions using Comdata cards at set fees through January 2, 2022.  Pursuant to the Order, Comdata is required to continue to honor the terms of these agreements and, earlier today, Comdata reimbursed TA for attorneys’ fees and costs, together with interest, in the amount of approximately $10.7 million. Comdata has thirty days from the date of the Order to file a notice of appeal in this litigation.

TA is represented in this litigation by Ropes & Gray LLP (Jane E. Willis, Matthew L. McGinnis and C. Thomas Brown) and Skadden, Arps, Slate, Meagher & Flom LLP (Robert S. Saunders, Joseph O. Larkin and Jessica R. Kunz).

About TravelCenters of America LLC:

TA’s nationwide business includes travel centers located in 43 states and in Canada, standalone convenience stores in 11 states and standalone restaurants in 13 states. TA’s travel centers operate under the “TravelCenters of America”, “TA,” “Petro Stopping Centers” and “Petro” brand names and offer diesel and gasoline fueling, restaurants, truck repair services, travel/convenience stores and other services which are designed to provide attractive and efficient travel experiences to professional drivers and other motorists. TA’s convenience stores operate principally under the “Minit Mart” brand name and offer fuel as well as nonfuel products and services such as coffee, groceries, fresh food offerings and other convenience items. TA’s standalone restaurants operate principally under the “Quaker Steak & Lube” brand name.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. WHENEVER TA USES WORDS SUCH AS “BELIEVE,” “EXPECT,” “ANTICIPATE,” “INTEND,” “PLAN,” “ESTIMATE,” “WILL,” “MAY” AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, TA IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON TA’S 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 TA’S FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS INCLUDING:

THIS PRESS RELEASE STATES THAT COMDATA HAS THIRTY DAYS FROM THE DATE OF THE ORDER TO FILE A NOTICE OF APPEAL IN THIS LITIGATION. AN IMPLICATION FROM THIS STATEMENT COULD BE THAT THE FAVORABLE RESULTS TA HAS OBTAINED IN THIS LITIGATION MAY BE REVERSED OR AMENDED UPON APPEAL.

FOR ALL OF THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON THE FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE. ALSO, UNLESS REQUIRED BY APPLICABLE LAW, TA DOES NOT UNDERTAKE TO UPDATE THE STATEMENTS IN THIS PRESS RELEASE AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

(end)

EX-99.2

Exhibit 99.2

GRANTED WITH MODIFICATIONS

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

TA OPERATING LLC,	)
	)
Plaintiff,	)
	)
v.	)	C.A. No. 12954-CB
	)
COMDATA, INC., and FLEETCOR	)
TECHNOLOGIES, INC.,	)
	)
Defendants.	)

[PROPOSED] FINAL ORDER AND JUDGMENT

WHEREAS, a trial was held in this matter on April 3, 2017 and April

5-7, 2017;

WHEREAS, the Court, having considered the evidence presented at trial, the parties’ briefing, and the arguments made by counsel, issued a Memorandum Opinion (the “Memorandum Opinion”) on September 11, 2017;

WHEREAS, the Court, having considered the parties’ briefing on their respective applications for attorneys’ fees and costs, issued an Order Granting Plaintiff’s Fee Application and Denying Defendants’ Fee Application (the “Fees Opinion”) on April 2, 2018;

IT IS HEREBY ORDERED, ADJUDGED and DECREED this       day of                        , 2018, for the reasons stated in the Memorandum Opinion and the Fees Opinion that:

1.       Judgment is entered in favor of Plaintiff TA Operating LLC (“TA”) against Comdata, Inc. (“Comdata”) on Counts I and II of the Verified Complaint and Verified Supplement to the Complaint.

2.       Judgment is entered ordering Comdata to specifically perform its obligations under the Comdata Merchant Agreement (the “Merchant Agreement”), as amended by the Amended and Restated Amendment to Comdata Merchant Agreement (the “Amendment”), including without limitation that Comdata shall charge TA only those transaction fees set forth in the Amendment. Nothing herein shall limit or otherwise change either party’s rights under the Merchant Agreement, the Amendment, or the FIM Solution Agreement going forward, including with respect to any future breach of any agreement (except that each party reserves the right to contend that the doctrines of issue preclusion, claim preclusion, res judicata, and equitable defenses apply in any future dispute).

3.       Judgment is entered in favor of FleetCor Technologies, Inc. (“FleetCor”) on Counts I and II of the Verified Complaint and Verified Supplement to the Complaint.

4.       Count III of the Verified Complaint and Verified Supplement to the Complaint is dismissed as moot.

5.       Judgment is entered in favor of Comdata and FleetCor on Count IV of the Verified Complaint and Verified Supplement to the Complaint.

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6.       Judgment is entered in favor of TA on Comdata’s Amended Verified Counterclaim.

7.       Comdata paid TA actual damages on November 16, 2017 in the amount of $6,903,456.00 plus (i) interest for the period before September 11, 2017 in the amount of $159,282.00 and (ii) interest for the period after September 11, 2017 in the amount of $64,720.00.

8.       As set forth in the Fees Opinion, TA as the prevailing party is entitled to recover its reasonable attorneys’ fees and costs under Section 13(c) of the Merchant Agreement, plus pre- and post-judgment interest at the Delaware legal rate.

9.       TA has provided payment instructions for the payment of attorneys’ fees and costs and interest as ordered by the Fees Opinion and herein.

10.     Pursuant to the Fees Opinion, Comdata shall pay or cause to be paid to TA within five (5) business days of entry of this Final Order and Judgment (i) attorneys’ fees and costs incurred for the period from September 2016 through November 2017 in the amount of $9,843,618.72; (ii) pre-judgment interest in the amount of $567,534.08, representing an award of interest through April 10, 2018 (at a rate of 6.25% from the date each invoice was paid by TA); and (iii) post-judgment interest accruing at the Delaware legal rate beginning on April 14, 2018

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and continuing as provided pursuant to 6 Del. C. § 2301(a) until satisfaction of this Final Order and Judgment.

11.     Consistent with the Fees Opinion, the parties have agreed that Comdata shall pay or cause to be paid to TA within five (5) business days of entry of this Final Order and Judgment (i) attorneys’ fees and costs incurred for the period from December 1, 2017 through April 9, 2018 in the amount of $239,000.00; and (ii) post-judgment interest accruing at the Delaware legal rate beginning on April 14, 2018 and continuing as provided pursuant to 6 Del. C. § 2301(a) until satisfaction of this Final Order and Judgment.

12.     This Final Order and Judgment may be enforced by the issuance of writs of execution substantially in the form and with the same effect as those used in the Delaware Superior Court, as provided in Court of Chancery Rule 69(a).

13.     This Final Order and Judgment may be entered by the Office of the Prothonotary of New Castle County in the same manner and form and in the same books and indexes as judgments are entered in the Superior Court, as provided in 10 Del. C. § 4734.

14.     Without affecting the finality of this Final Order and Judgment, the Court of Chancery shall retain continuing and exclusive jurisdiction to enforce

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this Final Order and Judgment and to decide any claims or disputes that may arise or result from this Final Order and Judgment.

15.     This Final Order and Judgment is a final, appealable judgment and, the Court having determined that there is no just reason for delay, directs that it be entered forthwith by the Clerk of the Court.

Chancellor Bouchard

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xxx Court: DE Court of Chancery Civil Action Judge: Andre G Bouchard File & Serve Transaction ID: 61895325 Current Date: Apr 09, 2018 Case Number: 12954-CB Case Name: CONF ORD - TA Operating LLC v. Comdata, Inc. Court Authorizer Comments: With respect to paragraph 13, for the avoidance of doubt, it shall be the responsibility of a party to enter this judgment with the Prothonotary if so desired. /s/ Judge Bouchard, Andre G Place as image w/searchable text