0001104659-13-091998.txt : 20131223 0001104659-13-091998.hdr.sgml : 20131223 20131223163634 ACCESSION NUMBER: 0001104659-13-091998 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131223 DATE AS OF CHANGE: 20131223 GROUP MEMBERS: ADAM D. PORTNOY GROUP MEMBERS: BARRY M. PORTNOY GROUP MEMBERS: REIT MANAGEMENT & RESEARCH LLC GROUP MEMBERS: REIT MANAGEMENT & RESEARCH TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRAVELCENTERS OF AMERICA LLC CENTRAL INDEX KEY: 0001378453 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 205701514 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82539 FILM NUMBER: 131295306 BUSINESS ADDRESS: STREET 1: 24601 CENTER RIDGE ROAD CITY: WESTLAKE STATE: OH ZIP: 44145 BUSINESS PHONE: 440-808-9100 MAIL ADDRESS: STREET 1: 24601 CENTER RIDGE ROAD CITY: WESTLAKE STATE: OH ZIP: 44145 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOSPITALITY PROPERTIES TRUST CENTRAL INDEX KEY: 0000945394 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043262075 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STEET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 6179648389 MAIL ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STEET CITY: NEWTON STATE: MA ZIP: 02458 SC 13G/A 1 a13-26930_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)

 

TravelCenters of America LLC

(Name of Issuer)

Common Shares

(Title of Class of Securities)

894174101

(CUSIP Number)

December 16, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 894174101

13G/A

Page 2 of 12 Pages

 

 

 

1.

Names of Reporting Persons
Hospitality Properties Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Maryland

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,420,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
3,420,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,420,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


 

CUSIP No. 894174101

13G/A

Page 3 of 12 Pages

 

 

 

1.

Names of Reporting Persons
Reit Management & Research LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


 

CUSIP No. 894174101

13G/A

Page 4 of 12 Pages

 

 

 

1.

Names of Reporting Persons
Reit Management & Research Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


 

CUSIP No. 894174101

13G/A

Page 5 of 12 Pages

 

 

 

1.

Names of Reporting Persons
Barry M. Portnoy

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
69,911.6

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
69,911.6

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
69,911.6

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
Less than 1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


 

CUSIP No. 894174101

13G/A

Page 6 of 12 Pages

 

 

 

1.

Names of Reporting Persons
Adam D. Portnoy

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
75,263.8

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
75,263.8

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
75,263.8

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
Less than 1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 


 

CUSIP No. 894174101

13G/A

Page 7 of 12 Pages

 

 

 

Item 1(a).

Name of Issuer:
TravelCenters of America LLC

Item 1(b).

Address of Issuer’s Principal Executive Offices:
24601 Center Ridge Road

Suite 200

Westlake, OH  44145-5639

 

Item 2(a).

Name of Person Filing:
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

(1)   Hospitality Properties Trust (“HPT”)

 

(2)   Reit Management & Research LLC (“RMR”) (the manager of HPT)

 

(3)   Reit Management & Research Trust (“RMR Trust”) (the sole member of RMR)

 

(4)   Barry M. Portnoy (a managing director of the Issuer, a managing trustee of HPT, the Chairman and a director of RMR, and the Chairman, majority beneficial owner and a trustee of RMR Trust)

 

(5)   Adam D. Portnoy (a managing trustee of HPT, the President and Chief Executive Officer and a director of RMR, and the President and Chief Executive Officer, a beneficial owner and a trustee of RMR Trust)

Item 2(b).

Address of Principal Offices or, if none, Residence:
The address of each Reporting Person is:

 

Two Newton Place

255 Washington Street

Newton, Massachusetts  02458

Item 2(c).

Citizenship:
HPT is a Maryland real estate investment trust.

 

RMR is a Delaware limited liability company.

 

RMR Trust is a Massachusetts business trust.

 

Barry M. Portnoy is a United States citizen.

 

Adam D. Portnoy is a United States citizen.

Item 2(d).

Title of Class of Securities:
Common Shares, no par value

 


 

CUSIP No. 894174101

13G/A

Page 8 of 12 Pages

 

 

 

Item 2(e).

CUSIP Number:
894174101

 

Item 3.

If the statement is being filed pursuant to Rule 13d 1(b) or 13d 2(b) or (c), check whether the filing person is a:

 

 

 

Not applicable.

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

Item 4.

Ownership.

 

(a)         Amount beneficially owned:

 

HPT beneficially owns 3,420,000 Common Shares of the Issuer, 1,540,000 of which were acquired by HPT pursuant to a rent deferral agreement with the Issuer, entered into on August 11, 2008, 1,000,000 of which were purchased by HPT from the underwriters in connection with an underwritten public offering of common shares by the Issuer completed on May 27, 2011, and 880,000 of which were purchased by HPT from the underwriters in connection with an underwritten public offering of common shares by the Issuer completed on December 16, 2013 (the “December 2013 Offering”).

 

Neither RMR nor RMR Trust holds any Common Shares of the Issuer.  RMR, as manager of HPT, and RMR Trust, as the sole member of RMR, may, under applicable regulatory definitions, be deemed to beneficially own (and have shared voting and dispositive power over) the 3,420,000 Common Shares beneficially owned by HPT, but each disclaims such beneficial ownership.

 

Mr. Barry Portnoy beneficially owns 69,911.6 Common Shares of the Issuer.  Mr. Adam Portnoy beneficially owns 75,263.8 Common Shares of the Issuer (of which 21,600 are subject to vesting requirements and will become

 


 

CUSIP No. 894174101

13G/A

Page 9 of 12 Pages

 

 

fully vested, subject to the lapse of certain contingencies, annually through 2017).  In their respective positions with RMR and RMR Trust described in Item 2(a) above, Mr. Barry Portnoy and Mr. Adam Portnoy may also be deemed to beneficially own (and have shared voting and dispositive power over) the 3,420,000 Common Shares beneficially owned by HPT, but each disclaims such beneficial ownership.

 

(b)         Percent of class:

 

HPT beneficially owns approximately 9.1% of the Issuer’s Common Shares.

 

Each of Mr. Barry Portnoy and Mr. Adam Portnoy beneficially owns less than 1% of the Issuer’s Common Shares, and RMR and RMR Trust beneficially own none of the Issuer’s Common Shares.  Reference is made to Item 4(a) above as to the Issuer’s Common Shares beneficially owned by HPT that may, under applicable regulatory definitions, be deemed to be beneficially owned by RMR, RMR Trust, Mr. Barry Portnoy or Mr. Adam Portnoy.  If all such Common Shares were beneficially owned by such persons, their respective percentage beneficial ownership of the Issuer’s Common Shares would be approximately 9.1%, 9.1%, 9.3% and 9.3%.

 

The percentages of beneficial ownership reported in this Schedule 13G/A are based on 37,626,356 Common Shares of the Issuer outstanding as of December 20, 2013 and after giving effect to the December 2013 Offering (which included the sale of 975,000 common shares to the underwriters pursuant to the underwriters’ option to purchase additional shares),  such number of shares having been provided by the Issuer to the Reporting Persons upon their request.

 

(c)          Number of shares as to which the Reporting Person has:

 

 

(i)

Sole power to vote or to direct the vote:

 

 

 

 

 

 

HPT:

3,420,000

 

 

 

 

 

 

RMR:

0

 

 

 

 

 

 

RMR Trust:

0

 

 

 

 

 

 

Barry M. Portnoy:

69,911.6

 

 

 

 

 

 

Adam D. Portnoy:

75,263.8

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote:

 

 

 

 

 

 

HPT:

0

 

 

 

 

 

 

RMR:

0

 

 

 

 

 

 

RMR Trust:

0

 

 

 

 

 

 

Barry M. Portnoy:

0

 

 

 

 

 

 

Adam D. Portnoy:

0

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of:

 

 

 

 

 

 

HPT:

3,420,000

 

 

 

 

 

 

RMR:

0

 

 

 

 

 

 

RMR Trust:

0

 


 

CUSIP No. 894174101

13G/A

Page 10 of 12 Pages

 

 

 

 

Barry M. Portnoy:

69,911.6

 

 

 

 

 

 

Adam D. Portnoy:

75,263.8

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of:

 

 

 

 

 

 

HPT:

0

 

 

 

 

 

 

RMR:

0

 

 

 

 

 

 

RMR Trust:

0

 

 

 

 

 

 

Barry M. Portnoy:

0

 

 

 

 

 

 

Adam D. Portnoy:

0

 

Reference is made to Item 4(a) above as to the Issuer’s Common Shares beneficially owned by HPT that may, under applicable regulatory definitions, be deemed to be beneficially owned by RMR, RMR Trust, Mr. Barry Portnoy or Mr. Adam Portnoy.

 

Item 5.                                 Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.                                 Ownership of More Than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.                                 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.                                 Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.                                 Notice of Dissolution of Group.

 

Not applicable.

 


 

CUSIP No. 894174101

13G/A

Page 11 of 12 Pages

 

 

Item 10.                          Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURES

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

Dated: December 23, 2013

 

 

 

 

 

HOSPITALITY PROPERTIES TRUST

 

 

 

 

 

/s/ Mark Kleifges

 

(Signature)

 

 

 

Mark Kleifges, Treasurer and Chief Financial Officer

 

(Name/Title)

 

 

 

 

 

REIT MANAGEMENT & RESEARCH LLC

 

 

 

 

 

/s/ Adam D. Portnoy

 

(Signature)

 

 

 

Adam D. Portnoy, President and Chief Executive Officer

 

(Name/Title)

 

 

 

 

 

REIT MANAGEMENT & RESEARCH TRUST

 

 

 

 

 

/s/ Adam D. Portnoy

 

(Signature)

 

 

 

Adam D. Portnoy, President and Chief Executive Officer

 

(Name/Title)

 

 

 

 

 

BARRY M. PORTNOY

 

 

 

 

 

/s/ Barry M. Portnoy

 

(Signature)

 

 

 

ADAM D. PORTNOY

 

 

 

 

 

/s/ Adam D. Portnoy

 

(Signature)

 

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 


 

CUSIP No. 894174101

13G/A

Page 12 of 12 Pages

 

 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99(a)

 

Joint Filing Agreement, dated as of August 21, 2008, by and among Hospitality Properties Trust, Reit Management & Research LLC, Reit Management & Research Trust, Barry M. Portnoy and Adam D. Portnoy.*

 

*Included as an exhibit to the Schedule 13G filed August 21, 2008.