As filed with the Securities and Exchange Commission on June 28, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TravelCenters of America LLC
(Exact name of registrant as specified in its charter)
| Delaware | 20-5701514 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
24601 Center Ridge Road
Westlake, Ohio 44145
(440) 808-9100
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
John R. Hoadley,
Chief Financial Officer
TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145
(440) 808-9100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
| Alexander A. Notopoulos, Esq. Sullivan & Worcester LLP One Post Office Square Boston, MA 02109 (617) 338-2800 |
Donald J. Murray Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 (212) 259-8000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý 333-143814
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered |
Amount to be registered(1)(2) |
Proposed maximum offering price per share(3) |
Proposed maximum aggregate offering price (1)(3) |
Amount of registration fee(3)(4) |
||||
|---|---|---|---|---|---|---|---|---|
| Common Shares | 998,890 | 41.10 | $41,054,379.00 | 1,260.37 | ||||
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, solely to increase the amount of common shares which may be issued by us by registering an additional $41,054,379 of our common shares. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (Registration Number 333-143814), as amended, declared effective on June 28, 2007, including the exhibits thereto, are hereby incorporated by reference into this Registration Statement.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
| 5.1 | Opinion of Richards, Layton & Finger, P.A. as to the legality of the securities being registered (Filed herewith) | |
| 23.1 | Consent of Richards, Layton & Finger, P.A. (Included in Exhibit 5.1) | |
| 23.2 | Consent of PricewaterhouseCoopers LLP with respect to TravelCenters of America LLC (Filed herewith) | |
| 23.3 | Consent of PricewaterhouseCoopers LLP with respect to TravelCenters of America, Inc. (Filed herewith) | |
| 23.4 | Consent of KPMG LLP (Filed herewith) | |
| 24.1 | Powers of Attorney (Incorporated by reference to the signature page of our Registration Statement on Form S-1, filed on June 15, 2007, File No. 333-143814) |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Newton, the Commonwealth of Massachusetts, on this 28th day of June, 2007.
| TRAVELCENTERS OF AMERICA LLC | ||||
By: |
/s/ JOHN R. HOADLEY John R. Hoadley Executive Vice President, Chief Financial Officer and Treasurer |
|||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
TITLE |
DATE |
||
|---|---|---|---|---|
| * Thomas M. O'Brien |
Managing Director, President and Chief Executive Officer (principal executive officer) | June 28, 2007 | ||
/s/ JOHN R. HOADLEY John R. Hoadley |
Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) |
June 28, 2007 |
||
* Barry M. Portnoy |
Managing Director |
June 28, 2007 |
||
* Patrick F. Donelan |
Director |
June 28, 2007 |
||
* Barbara D. Gilmore |
Director |
June 28, 2007 |
||
* Arthur G. Koumantzelis |
Director |
June 28, 2007 |
| *By | /s/ JOHN R. HOADLEY John R. Hoadley Attorney-in-fact |
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| Exhibit No. |
Description of Documents |
|
|---|---|---|
| 5.1 | Opinion of Richards, Layton & Finger, P.A. as to the legality of the securities being registered (Filed herewith) | |
23.1 |
Consent of Richards, Layton & Finger, P.A. (Included in Exhibit 5.1) |
|
23.2 |
Consent of PricewaterhouseCoopers LLP with respect to TravelCenters of America LLC (Filed herewith) |
|
23.3 |
Consent of PricewaterhouseCoopers LLP with respect to TravelCenters of America, Inc. (Filed herewith) |
|
23.4 |
Consent of KPMG LLP (Filed herewith) |
|
24.1 |
Powers of Attorney (Incorporated by reference to the signature page of our Registration Statement on Form S-1, filed on June 15, 2007, File No. 333-143814) |
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