UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

TRAVELCENTERS OF AMERICA LLC

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-5701514

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

24601 Center Ridge Road, Westlake, Ohio

 

44145-5639

(Address of principal executive offices)

 

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

 

 

 

8.00% Senior Notes due 2030

 

The NASDAQ Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box: x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box: o

 

Securities Act registration statement file number to which this form relates (if applicable): Not applicable

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 


 

EXPLANATORY NOTE

 

TravelCenters of America LLC, or the Company, is filing this Form 8-A in connection with the transfer of the listing of its 8.00% Senior Notes due 2030, or the Notes, from the New York Stock Exchange to The NASDAQ Stock Market LLC.

 

Item 1.  Description of Registrant’s Securities to be Registered.

 

A description of the Notes is contained in the Prospectus Supplement dated September 30, 2015, under the caption “Description of Notes” on pages S-12 through S-19 thereof, filed with the Securities and Exchange Commission, or the SEC, on October 1, 2015, which supplements the description in the Prospectus dated September 11, 2015 under the caption “Description of the Debt Securities We May Offer” at pages 6 through 14 thereof, related to the Company’s Registration Statement on Form S-3 (File No. 333-206711) initially filed with the SEC on September 1, 2015.  The descriptions in such Prospectus Supplement and Prospectus are incorporated herein by reference.

 

Item 2. Exhibits

 

Exhibit
Number

 

Description

 

 

 

4.1

 

Indenture by and between the Company and U.S. Bank National Association, as trustee, dated as of January 15, 2013. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 15, 2013.)

 

 

 

4.2

 

Third Supplemental Indenture by and between the Company and U.S. Bank National Association, as trustee, dated as of October 5, 2015. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A (File No. 001-33274) filed October 5, 2015.)

 

 

 

4.3

 

Form of 8.00% Senior Notes due 2030. (Included in Exhibit 4.2 above.)

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

TRAVELCENTERS OF AMERICA LLC

 

 

 

 

 

 

 

By:

/s/ Andrew J. Rebholz

 

Name:

Andrew J. Rebholz

 

Title:

Executive Vice President, Chief Financial Officer and Treasurer

 

Dated: June 30, 2016

 

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