SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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|Item 1.01||Entry into a Material Definitive Agreement.|
On March 17, 2021, Global Partners LP, a Delaware limited partnership (the “Partnership”), Global Operating LLC, a Delaware limited liability company and subsidiary of the Partnership (“Global Operating”), and Global GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated and Morgan Stanley & Co. LLC, as representatives of the underwriters set forth in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”), relating to the public offering of 3,000,000 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series B Preferred Units”) at a price to the public of $25.00 per Series B Preferred Unit (the “Offering”).
Distributions on the Series B Preferred Units are cumulative from and including the date of original issue and will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on May 15, 2021, at a rate equal to 9.50% per annum of the stated liquidation preference of $25.00, in each case when, as, and if declared by the General Partner. A pro-rated initial distribution on the Series B Preferred Units will be payable on May 15, 2021 in an amount equal to approximately $0.3365 per Series B Preferred Unit.
The Partnership expects the transaction to close on March 24, 2021, subject to customary closing conditions. The Partnership expects to receive net proceeds from the Offering of approximately $72.3 million, after deducting underwriting discounts and estimated expenses. The Partnership expects to use the net proceeds from the Offering to reduce indebtedness outstanding under its credit agreement.
Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Partnership and its affiliates, for which they received or will receive customary fees and expense reimbursement. Affiliates of BNP Paribas Securities Corp., MUFG Securities Americas Inc. and SG Americas Securities, LLC are lenders under the Partnership’s credit agreement and accordingly may receive a portion of the net proceeds from the Offering.
The Series B Preferred Units to be issued pursuant to the Underwriting Agreement are registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Partnership’s shelf registration statement on Form S-3 (File No. 333-252305), which was filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2021 and became effective on January 28, 2021, and the prospectus supplement dated March 17, 2021, filed with the SEC pursuant to Rule 424(b) under the Securities Act.
The Underwriting Agreement contains customary representations, warranties and agreements by the Partnership, Global Operating and the General Partner and customary conditions to closing, indemnification obligations of the Partnership, Global Operating, the General Partner and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits.|
|1.1||Underwriting Agreement, dated as of March 17, 2021, by and among Global Partners LP, Global GP LLC and Global Operating LLC and Stifel, Nicolaus & Company, Incorporated and Morgan Stanley & Co. LLC, as representatives of the underwriters set forth in Schedule 1 to the Underwriting Agreement.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|GLOBAL PARTNERS LP|
|By:||GLOBAL GP LLC|
|its General Partner|
|Dated: March 18, 2021||By:||/s/ Edward J. Faneuil|
|Edward J. Faneuil|
|Executive Vice President,|
|General Counsel and Secretary|