Item 8.01. Other Events.
As previously reported, we entered a Transaction Agreement with TA on June 1, 2015, as amended on June 22, 2016, to, among other things, purchase from TA two travel centers TA then owned and four travel centers upon TAs completion of their development and to leaseback these properties to TA under our leases with TA. Also as previously reported, we completed the purchase and leaseback of one of the development properties on March 31, 2016 and the two travel centers TA then owned on June 22, 2016. The Transaction Agreement, as amended, and related transactions are described further in Note 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015, or our Annual Report, Note 10 to the Condensed Consolidated Financial Statements included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, or our Quarterly Report, and our Current Report on Form 8-K dated June 22, 2016, which descriptions are incorporated herein by reference.
On
June 30
, 2016, in connection with the Transaction Agreement, as amended, we entered into a development property agreement with TA, or the Development Property Agreement. That same day, pursuant to the Development Property Agreement, we acquired from TA, for approximately $
22.3
million, one travel center and we have leased back that travel center to TA.
In connection with the Development Property Agreement, we and TA entered into a fifth amendment to our TA No. 2 agreement to add the travel center that we acquired from TA on
June 30
, 2016. Minimum annual rent under our TA No. 2 agreement increased by approximately $
1.9
million as a result. As a result of this amendment, minimum annual rent under our TA No. 2 agreement is approximately $
49.3
million.
The foregoing descriptions of the Transaction Agreement, as amended, the Development Property Agreement, the TA No. 2 agreement and the amendments thereto, and the other agreements entered into in connection with the Transaction Agreement, as amended, are not complete and are qualified in their entirety by reference to the full text of the Development Property Agreement, the TA No. 2 agreement and the amendments thereto and such other agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, Exhibits 10.1 through 10.8 to our Current Report on Form 8-K dated June 22, 2016, Exhibits 10.1 and 10.2 to our Current Report on Form 8-K dated March 31, 2016, Exhibits 10.1, 10.2 and 10.3 to our Current Report on Form 8-K dated September 23, 2015, Exhibits 10.1 and 10.2 to our Current Report on Form 8-K dated June 23, 2015, Exhibits 10.1 and 10.2 to our Current Report on Form 8-K dated June 16, 2015, Exhibits 10.1 through 10.10 to our Current Report on Form 8-K dated June 9, 2015 and Exhibit 10.1 to our Current Report on Form 8-K dated June 1, 2015 and are incorporated by reference herein.
Information Regarding Certain Relationships and Related Person Transactions
TA was our 100% owned subsidiary until we distributed its common shares to our shareholders in 2007. We are TAs largest shareholder owning, as of March 31, 2016, approximately 8.8% of TAs outstanding common shares. Mr. Barry Portnoy, who is one of our Managing Trustees, is a managing director of TA. Mr. Thomas OBrien, the other managing director and the President and Chief Executive Officer of TA, was an executive officer of ours until 2007. We have significant continuing relationships with TA, including the lease arrangements referred to in this Current Report on Form 8-K. Mr. Barry Portnoy, and his son, Mr. Adam Portnoy, who is our other Managing Trustee, together own a controlling interest in, and are officers and employees of, The RMR Group LLC, or RMR LLC, our manager, and are directors and officers of The RMR Group Inc., or RMR Inc., the managing member of RMR LLC. We own shares of class A common stock of RMR Inc. Each of our executive officers is also an officer of RMR LLC, including Mr. Ethan Bornstein, who is the son-in-law of Mr. Barry Portnoy and the brother-in-law of Mr. Adam Portnoy. Certain executive officers of TA are also officers of RMR LLC. Our Independent Trustees also serve as independent directors or independent trustees of other public companies to which RMR LLC provides management services. Mr. Barry Portnoy serves as a managing director or managing trustee of those companies and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies. In addition, officers of RMR LLC serve as our officers and as certain officers of
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