Market Overview

TravelCenters of America LLC Announces Definitive Agreement for the Sale of Minit Mart Convenience Store Business for Approximately $330.8 million to EG Group

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Sale To Include 225 Standalone Convenience Stores Operated by TA

Sale to Enable TA to Increase its Focus on its Core Travel Center
Business

TA Plans to Use Net Proceeds to Reduce Leverage and/or Invest in
Travel Center Growth Initiatives

Conference Call Scheduled for 10:00 a.m. Eastern Time on September 4,
2018

TravelCenters of America LLC (NASDAQ:TA) today announced it has entered
a definitive agreement for the sale of TA's Minit Mart convenience store
business for approximately $330.8 million to EG Group, subject to
adjustments of final net working capital and certain prorations at
closing. The portfolio TA has agreed to sell includes 225 standalone
convenience stores and certain other related assets. The sale will
enable TA to exit the standalone convenience store business and focus on
its core travel center business. TA currently expects to use the net
proceeds from the sale to reduce leverage and/or invest in travel center
growth initiatives. TA expects the sale to be completed in the fourth
quarter of 2018.

Andy Rebholz, TravelCenters' Chief Executive Officer, made the following
statement about today's announcement:

"When the sale of this business is completed, TA will exit the
standalone convenience store business; allowing us to increase our focus
on our core travel center operation, which we believe is a business
where we have many competitive advantages. We plan to use the net
proceeds from this sale to reduce leverage and/or invest in travel
center growth initiatives. We expect some of these growth initiatives
may include expanding our industry leading truck service program and
growing our nationwide network of travel centers, including investing in
our recently announced TA Express travel center format and pursuing new
franchising opportunities.

"Our standalone convenience stores have been a part of our business for
nearly five years. We want to thank our corporate and field employees
for their hard work and commitment to our customers throughout the
period we have operated these convenience stores."

The portfolio TA has agreed to sell generated earnings before interest,
taxes, depreciation and amortization, or EBITDA, of approximately $24.5
million during the 12 months ended June 30, 2018. This EBITDA amount
includes selling, general and administrative expenses that are directly
associated with the portfolio of approximately $10.2 million for the 12
months ended June 30, 2018; TA believes it will eliminate this amount of
annual expenses upon the closing of this transaction. A reconciliation
of EBITDA generated by the portfolio to be sold to TA's convenience
store segment site level gross margin in excess of site level operating
expenses, the most comparable financial measure prepared in accordance
with U.S. generally accepted accounting principles, or GAAP, for the 12
months ended June 30, 2018, appears later in this press release. The
site level gross margin in excess of site level operating expenses of
TA's convenience store segment for the 12 months ended June 30, 2018,
was $39.9 million.

Based on a total sale price of $330.8 million, TA expects to recognize
an impairment charge of approximately $101.5 million in the third
quarter of 2018 to recognize the convenience store business as held for
sale and a discontinued operation. Based on this total sale price and
the estimated expenses related to the transaction, TA expects that the
net cash proceeds from this transaction will be approximately $320.1
million. The $330.8 million total sale price includes $25.8 million of
estimated net working capital items that are based on balances as of
June 30, 2018, that are subject to adjustment based on the actual
balances of these items at or near closing, and any change to this
estimated net working capital amount will affect the net cash proceeds
TA receives from this transaction.

The transaction is subject to customary closing conditions.

Citigroup Global Markets Inc. is acting as exclusive financial advisor
to TA in this transaction. Skadden, Arps, Slate, Meagher & Flom LLP is
acting as legal advisor to TA in this transaction.

Conference Call:

On Tuesday September 4, 2018, at 10:00 a.m. Eastern time, TA will host a
conference call to discuss the transaction. Following management's
remarks, there will be a question and answer period. TA will also
provide a presentation regarding the transaction that will be available
at TA's website at www.ta-petro.com
and as an exhibit to a Current Report on a Form 8-K filed with the SEC.

The conference call telephone number is 877-329-4614. Participants
calling from outside the United States and Canada should dial
412-317-5437. No pass code is necessary to access the call from either
number. Participants should dial in about 15 minutes prior to the
scheduled start of the call. A replay of the conference call will be
available for about a week after the call. To hear the replay, dial
412-317-0088. The replay pass code is 10123778.

A live audio webcast of the conference call will also be available in a
listen only mode on TA's website. To access the webcast, participants
should visit TA's website about five minutes before the call. The
archived webcast will be available for replay on TA's website for about
one week after the call. The transcription, recording and
retransmission in any way of TA's conference call is strictly prohibited
without the prior written consent of TA.
TA's website is not
incorporated as part of this press release.

About TravelCenters of America LLC:

TA's nationwide operations includes travel centers located along the
U.S. Interstate Highway System 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 brand names "TravelCenters of
America," "TA," "Petro Stopping Centers" and "Petro" and offer diesel
and gasoline fueling, full and quick service restaurants, truck
maintenance and repair services, travel/convenience stores and other
goods and services which are designed to provide efficient and
attractive experiences to professional drivers and other motorists. TA's
convenience stores operate principally under the "Minit Mart" brand name
and offer gasoline fueling as well as nonfuel products and services such
as coffee, groceries, fresh food items 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. AMONG OTHERS, THE FORWARD LOOKING STATEMENTS WHICH
APPEAR IN THIS PRESS RELEASE THAT MAY NOT OCCUR INCLUDE:

  • STATEMENTS THAT TA EXPECTS THE SALE TO BE COMPLETED IN THE FOURTH
    QUARTER OF 2018, AND TO ENABLE TA TO EXIT THE STANDALONE CONVENIENCE
    STORE BUSINESS. THE TRANSACTION IS SUBJECT TO CLOSING CONDITIONS. IF
    THESE CONDITIONS ARE NOT SATISFIED, THIS TRANSACTION MAY NOT OCCUR,
    MAY BE DELAYED OR ITS TERMS MAY CHANGE, TA MAY NOT EXIT THE STANDALONE
    CONVENIENCE STORE BUSINESS AND THE LOSS TA EXPECTS TO REALIZE IN
    CONNECTION WITH THIS TRANSACTION MAY INCREASE.
  • STATEMENTS THAT TA PLANS TO USE THE PROCEEDS FROM TODAY'S ANNOUNCED
    AGREEMENT TO SELL TO REDUCE LEVERAGE AND/OR INVEST IN TA'S TRAVEL
    CENTER GROWTH INITIATIVES. TA MAY NOT BE ABLE TO REDUCE ITS LEVERAGE
    OR MAKE SUCCESSFUL GROWTH INVESTMENTS IN ITS TRAVEL CENTER
    INITIATIVES. FURTHER, TA MAY NOT MAINTAIN ANY REDUCTION IN ITS
    LEVERAGE AND ITS LEVERAGE COULD INCREASE.
  • STATEMENTS THAT TA EXPECTS TO REALIZE APPROXIMATELY $10.2 MILLION OF
    ANNUAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSE SAVINGS BECAUSE OF
    THIS SALE TRANSACTION. THE SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
    SAVINGS THAT TA ANTICIPATES UPON THE COMPLETION OF THE SALE OF THIS
    PORTFOLIO MAY NOT MATERIALIZE OR MAY BE MATERIALLY LESS THAN $10.2
    MILLION ANNUALLY.
  • STATEMENTS THAT BECAUSE OF THIS SALE, TA EXPECTS TO RECOGNIZE AN
    IMPAIRMENT CHARGE OF APPROXIMATELY $101.5 MILLION IN THE THIRD QUARTER
    OF 2018 TO RECOGNIZE THE CONVENIENCE STORE BUSINESS AS HELD FOR SALE
    AND A DISCONTINUED OPERATION. THE EXPECTED IMPAIRMENT CHARGE IS AN
    ESTIMATE AND, AFTER THE SALE CLOSES, THE ACTUAL LOSS MAY BE MORE, OR
    LESS, THAN $101.5 MILLION.
  • A STATEMENT OF MR. REBHOLZ THAT TA BELIEVES IT HAS MANY COMPETITIVE
    ADVANTAGES IN ITS CORE TRAVEL CENTER BUSINESS. AN IMPLICATION OF THIS
    STATEMENT IS THAT THESE ADVANTAGES WILL REMAIN. THE TRAVEL CENTER
    BUSINESS IS A HIGHLY COMPETITIVE BUSINESS AND COMPETITIVE
    CIRCUMSTANCES CHANGE AND ARE IN MANY RESPECTS OUT OF TA'S CONTROL. ANY
    COMPETITIVE ADVANTAGES THAT TA HAS IN ITS CORE TRAVEL CENTER BUSINESS
    MAY DISAPPEAR DUE TO MARKET FACTORS OR OTHER REASONS OR TA MAY FAIL TO
    ACT UPON THEM SUCCESSFULLY.
  • A STATEMENT OF MR. REBHOLZ THAT THE GROWTH INITIATIVES THAT TA EXPECTS
    TO INVEST IN MAY INCLUDE EXPANDING TA'S TRUCK SERVICE PROGRAM AND
    GROWING ITS NATIONWIDE NETWORK OF TRAVEL CENTERS, INCLUDING INVESTING
    IN TA'S RECENTLY ANNOUNCED TA EXPRESS TRAVEL CENTER FORMAT, AND
    PURSUING NEW FRANCHISING OPPORTUNITIES. THIS MAY IMPLY THAT TA WILL
    SUCCESSFULLY EXECUTE THESE INITIATIVES AND THAT TA'S OPERATING RESULTS
    AND PROFITABILITY WILL IMPROVE AS A RESULT. HOWEVER, TA MAY FAIL TO
    EXECUTE SUCCESSFULLY ON THESE GROWTH INITIATIVES AND TA'S OPERATING
    RESULTS AND PROFITABILITY MAY NOT IMPROVE AND COULD DECLINE AS A
    RESULT OF TA'S PURSUIT OF THESE INITIATIVES. FURTHERMORE, TA MAY
    CHANGE ITS STRATEGY.

THE INFORMATION CONTAINED IN TA'S PERIODIC REPORTS, INCLUDING TA'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017, WHICH
HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR SEC,
AND TA'S QUARTERLY REPORTS ON FORM 10-Q FOR THE PERIODS ENDED MARCH 31,
2018 AND JUNE 30, 2018, WHICH HAVE BEEN FILED WITH THE SEC, UNDER THE
CAPTION "RISK FACTORS," OR ELSEWHERE IN THOSE REPORTS, OR INCORPORATED
THEREIN, IDENTIFY OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES
FROM TA'S FORWARD LOOKING STATEMENTS. TA'S FILINGS WITH THE SEC ARE
AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BY LAW, TA DOES NOT INTEND TO UPDATE OR CHANGE ANY
FORWARD LOOKING STATEMENT AS A RESULT OF NEW INFORMATION, FUTURE EVENTS
OR OTHERWISE.

TRAVELCENTERS OF AMERICA LLC
RECONCILIATION OF NON-GAAP FINANCIAL
MEASURE
RELATED TO SALE OF CONVENIENCE STORE BUSINESS
(in
millions)

TA believes the non-GAAP financial measure presented in the table below
is a meaningful supplemental disclosure as it may help investors gain a
better understanding of the relative value of the cash consideration TA
has agreed to receive in exchange for the portfolio (225 standalone
convenience stores and certain related assets) that TA has agreed to
sell. The non-GAAP financial measure TA presents should not be
considered as an alternative to site level gross margin in excess of
site level operating expense of the convenience store segment, or as an
indicator of TA's operating performance or as a measure of TA's
liquidity, and may not be comparable to similarly titled amounts
calculated by other companies.

TA believes that site level gross margin in excess of site level
operating expenses for the convenience store segment is the most
directly comparable GAAP financial measure to EBITDA generated by the
portfolio TA has agreed to sell. The following table presents the
reconciliation of the non-GAAP financial measure to site level gross
margin in excess of site level operating expenses for the convenience
store segment, for the twelve months ended June 30, 2018.

     
Twelve Months Ended
June 30, 2018
(in millions)

Convenience store segment site level gross margin in excess of
site level operating expenses(1)

$ 39.9
Less: Net site level gross margin in excess of site level operating
expenses of convenience stores excluded, and other sites included,
from the portfolio(2)
(2.9)
Less: Real estate rent expense for the portfolio to be sold (2.3)
Less: Selling, general and administrative expenses(3)   (10.2)
EBITDA generated by the portfolio to be sold $ 24.5
 
(1)     Convenience store segment site level gross margin in excess of site
level operating expenses represents the operating results of TA's
convenience store segment for the twelve months ended June 30, 2018.
Certain convenience stores historically included in the convenience
store segment are not being sold and certain other properties
historically excluded from the convenience store segment are
included in the portfolio to be sold.
 
(2) The portfolio of sites agreed to be sold excludes three convenience
stores historically included in TA's convenience store segment, but
includes one travel center, one standalone restaurant and five
vacant land parcels historically excluded from TA's convenience
store segment. This amount is the net effect of excluding and
including, respectively, those sites in the portfolio.
 
(3) Selling, general and administrative expenses include the expenses
identifiable as directly relating to TA's Minit Mart convenience
store business, primarily including the personnel costs and other
expenses TA anticipates it will no longer incur as a result of the
corporate level positions to be eliminated as a consequence of the
sale.

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