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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): March 17, 2021

 

GLOBAL PARTNERS LP

(Exact name of registrant as specified in its charter)

 

Delaware 001-32593 74-3140887

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

P.O. Box 9161

800 South Street

Waltham, Massachusetts 02454-9161

(Address of Principal Executive Offices)

 

(781) 894-8800

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on which
registered
Common Units representing limited partner interests   GLP   New York Stock Exchange
9.75% Series A Fixed-to-Floating Cumulative Redeemable Perpetual Preferred Units representing limited partner interests   GLP pr A   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

 

 

Item 1.01Entry 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 9.01Financial Statements and Exhibits.

 

(d)            Exhibit

 

Exhibit
Number

 

Description

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).

 

 

 

 

SIGNATURES

 

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