FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Global Partners LP*
GLP Finance Corp.
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Delaware Delaware (State or Other Jurisdiction of Incorporation or Organization) | | | 74-3140887 20-8324983 (I.R.S. Employer Identification Number) | |
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
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Large accelerated filer | | | Accelerated filer | | | Non-accelerated filer | | | Smaller reporting company ☐ | | |
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To Be Registered | | | | Amount To Be Registered | | | | Proposed Maximum Offering Price Per Unit | | | | Proposed Maximum Aggregate Offering Price | | | | Amount Of Registration Fee | | ||||||
Common units representing limited partner interests | | | | | | | | | | | | | | | | | | | | | | | |
Preferred units representing limited partner interests | | | | | | | | | | | | | | | | | | | | | | | |
Other classes of units representing limited partner interests | | | | | | | | | | | | | | | | | | | | | | | |
Debt securities(1)(2) | | | | | | | | | | | | | | | | | | | | | | | |
Guarantees of debt securities(2) | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | $ | 500,000,000.00(3)(4)(5) | | | | | | $ | 54,550(6) | | |
securities being registered.
Exact Name of Registrant as Specified in Its Charter | | | State or Other Jurisdiction of Incorporation or Organization | | | IRS Employer Identification Number | | ||||
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Global Operating LLC | | | Delaware | | | 74-3140890 | | ||||
Global Companies LLC | | | Delaware | | | 04-3443029 | | ||||
Glen Hes Corp. | | | Delaware | | | 04-3540423 | | ||||
Global Montello Group Corp. | | | Delaware | | | 04-3443028 | | ||||
Chelsea Sandwich LLC | | | Delaware | | | 04-3443027 | |||||
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Alliance Energy LLC | | | Massachusetts | | | 04-3082096 | | ||||
Bursaw Oil LLC | | | Massachusetts | | | 04-1137410 | |||||
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Cascade Kelly Holdings LLC | | | Oregon | | | 27-1455470 | | ||||
Global Partners Energy Canada ULC | | | Alberta, Canada | | | N.A. | | ||||
Warren Equities, Inc. | | | Delaware | | | 05-0352363 | | ||||
Warex Terminals Corporation | | | New York | | | 14-1470268 | | ||||
Drake Petroleum Company, Inc. | | | Massachusetts | | | 04-2236089 | | ||||
Puritan Oil Company, Inc. | | | New Jersey | | | 21-0647639 | | ||||
Maryland Oil Company, Inc. | | | Delaware | | | 52-2173087 | | ||||
Basin Transload, LLC. | | | Delaware | | | 26-3777171 | |
The sole purpose ofinformation in this Amendment No. 1prospectus is to file Exhibit 5.1 tonot complete and may be changed. These securities may not be sold until the Registration Statement on Form S-3 (File No. 333-212172) initiallyregistration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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| | | | | | Marginal Percentage Interest in Distribution | | |||||||||
| | | Total Quarterly Distribution Target Amount | | | Unitholders | | | General Partner and IDRs | | ||||||
Minimum Quarterly Distribution | | | $0.4625 | | | | | 99.33% | | | | | | 0.67% | | |
First Target Distribution | | | $0.4625 | | | | | 99.33% | | | | | | 0.67% | | |
Second Target Distribution | | | above $0.4625 up to $0.5375 | | | | | 86.33% | | | | | | 13.67% | | |
Third Target Distribution | | | above $0.5375 up to $0.6625 | | | | | 76.33% | | | | | | 23.67% | | |
Thereafter | | | above $0.6625 | | | | | 51.33% | | | | | | 48.67% | | |
| Issuance of additional units | | | Except in the case of the issuance of units that rank equal to or senior to the Series A Preferred Units, no approval required. | |
| Amendment of our partnership agreement | | | Certain amendments may be made by our general partner without the approval of the limited partners. Other amendments generally require the approval of a unit majority. Unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series A Preferred Units, voting as a separate class, we may not adopt any amendment to our partnership agreement that our general partner determines would have a material adverse effect on the terms of the Series A Preferred Units. Please read “— Amendment of Our Partnership Agreement.” | |
| Merger of our partnership or the sale of all or substantially all of our assets | | | Unit majority in certain circumstances. Please read “— Merger, Sale or Other Disposition of Assets.” | |
| Dissolution of our partnership | | | Unit majority. Please read “— Termination and Dissolution.” | |
| Continuation of our partnership upon dissolution | | | Unit majority. Please read “— Termination and Dissolution.” | |
| Removal of our general partner | | ��� | Not less than 66⅔% of the outstanding common units, voting as a single class, including common units held by our general partner and its affiliates. Please read “— Withdrawal or Removal of Our General Partner.” | |
| Transfer of our general partner interest | | | Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our limited partners to an affiliate or to another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets to, such person. Please read “— Transfer of General Partner Interest.” | |
| Transfer of ownership interests in our general partner | | | No approval required at any time. Please read “— Transfer of Ownership Interests in Our General Partner.” | |
| SEC registration fee | | | | $ | 54,550 | | |
| Legal fees and expenses | | | | | * | | |
| Accounting fees and expenses | | | | | * | | |
| Printing and engraving expenses | | | | | * | | |
| Trustee fees | | | | | * | | |
| Miscellaneous | | | | | * | | |
| Total | | | | $ | * | | |
SEC registration fee | $ | 0 | ||
Legal fees and expenses | * | |||
Accounting fees and expenses | * | |||
Printing and engraving expenses | * | |||
Trustee fees | * | |||
Miscellaneous | * | |||
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Total | $ | * | ||
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companies, except to the extent such person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such person’s conduct was unlawful.
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reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys'attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been
companies, except to the extent such person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such person’s conduct was unlawful.
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in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful. Any corporation organized for any purpose under any general or special law of this New Jersey shall have the power to indemnify a corporate agent against his expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation.
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knowledge that such person’s conduct was unlawful.
However, indemnification is prohibited under the Alberta Business Corporations Act if: (i) such eligible party did not act honestly and in good faith with a view to such corporation's respective best interests (or the best interests of the other entity, as the case may be); and (ii) in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, such eligible party did not have reasonable grounds for believing that such person's conduct was lawful.
Subject to the foregoing, Global Partners Energy Canada ULC may, with the approval of the Court of Queen's Bench of Alberta, indemnify or pay the expenses of an eligible party in respect of an action brought against the eligible party by such corporation or on such corporation's behalf to which the eligible partyhe or she is made a party by reason of being or having been a director or officer of such corporation (orGPEC or the other entity as the case may be).
The Alberta Business Corporations Act provides that Global Partners Energy Canada ULC may purchase and maintain insurance for the benefit of anbody corporate, if (i) such eligible party (or their heirs and personal or other legal representatives of the eligible party) against any liability that may be incurred by reason of the eligible party being or having been a director or officer, or in an equivalent position of such corporation or that of an associated corporation, except when the liability relates to the person's failure to act honestly and in good faith with a view to the best interests of such corporations' or an associate corporation, as applicable.
The by-laws of Global Partners Energy Canada ULC provide that, subject to the limitations in the Alberta Business Corporations Act and except in respect of an action by or on behalf of such corporation or body corporate to procure a judgment in its favor, the corporation shall indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if: (i) he acted honestly and in good faith with a view to the best interests of the Corporation,corporation and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, hesuch eligible party had reasonable grounds for believing that his or her conduct was lawful.
The by-laws of Global Partners Energy Canada ULC providelawful; provided that such corporation shall, subject to the approval of the Court of Queen's Bench of Alberta, indemnify such officers and directorsindemnification in respect of an action brought by or on behalf of such corporationGPEC or athe other body corporate to procure a judgment in its favor to which he is made a partymust be approved by reasonthe Court of being or having been a director or an officerQueen’s Bench of the such corporation or body corporate, against all costs, charges and expenses reasonably incurred by him in connection with such action if he fulfills the above conditions.
Alberta.
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administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of GPEC or such corporations orother body corporate, if the person seeking indemnity: (i)indemnity was substantially successful on the merits of hisin their defense of the action or proceeding; and (ii)proceeding, fulfills the above conditions.
conditions respecting honest and good faith action and, as applicable, belief in lawful conduct, and is fairly and reasonably entitled to indemnity.
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| | 8.1* | | | Opinion of Vinson & Elkins L.L.P. as to tax matters | | ||
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| 23.1* | | | Consent of Ernst & Young LLP | | |||
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| 23.4* | | | Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1 and | | |||
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| 24.1* | | | Power of Attorney (included on signature | | |||
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| 25.1 | *** | | | | Form T-1 Statement of Eligibility of Trustee under the Senior Indenture | ||
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| | 25.2 | *** | | | | Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture | |
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Executive Vice President, General Counsel and Secretary | ||||||||
Executive Vice President, General Counsel and Secretary | ||||||||||
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Executive Vice President, General Counsel and Secretary | ||||||||||||
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| Signature | | | |||
Title | ||||||
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| /s/ ERIC SLIFKA Eric Slifka | | | President, Chief Executive Officer and (Principal Executive Officer) | | |
| /s/ DAPHNE H. FOSTER Daphne H. Foster | | | Chief Financial Officer and Director (Principal Financial Officer) | | |
/s/ MATTHEW SPENCER Matthew Spencer | | | Chief Accounting Officer (Principal Accounting Officer) | | ||
| /s/ RICHARD SLIFKA Richard Slifka | | | Chairman | | |
| /s/ ANDREW SLIFKA Andrew Slifka | | | Executive Vice President and | | |
/s/ JOHN T. HAILER John T. Hailer | | Director | | |||
/s/ ROBERT J. MCCOOL Robert J. McCool | | | Director | | ||
| /s/ ROBERT W. OWENS Robert W. Owens | | | Director | | |
| /s/ KENNETH I. WATCHMAKER Kenneth I. Watchmaker | | ||||
Director | |
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Executive Vice President, General Counsel and Secretary | ||||
| Signature | | | ||
Title | |||||
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| /s/ ERIC SLIFKA Eric Slifka | | | President, Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ DAPHNE H. FOSTER Daphne H. Foster | | | Chief Financial Officer (Principal Financial Officer) | |
/s/ MATTHEW SPENCER Matthew Spencer | | | (Principal Accounting Officer) | ||
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EXHIBIT INDEXExhibitNumberDescription1.1**Form of Underwriting Agreement3.1Certificate of Limited Partnership of Global Partners LP (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on May 10, 2005)3.2Certificate of Incorporation of GLP Finance Corp (incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-4 filed on March 3, 2015)3.3Third Amended and Restated Agreement of Limited Partnership of Global Partners LP (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed December 15, 2009)3.4Bylaws of GLP Finance Corp. (incorporated herein by reference to Exhibit 3.4 to the Registration Statement on Form S-4 filed on March 3, 2015)4.1Registration Rights Agreement, dated March 1, 2012, by and among Global Partners LP and AE Holdings Corp. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 7, 2012)4.2Indenture, dated as of June 24, 2014, among the Issuers, the Guarantors, and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 25, 2014)4.3First Supplemental Indenture, dated as of September 24, 2014, among the Issuers, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.5 to the Registration Statement on Form S-4 filed on March 3, 2015)4.4Second Supplemental Indenture, dated as of January 7, 2015, among the Issuers, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.6 to the Registration Statement on Form S-4 filed on March 3, 2015)4.5****Third Supplemental Indenture, dated as of September 11, 2015, among the Issuers, the Guarantors and Deutsche Bank Trust Company Americas, as trustee4.6Indenture, dated as of June 4, 2015, among the Issuers, the Guarantors, and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 4, 2015)4.7First Supplemental Indenture dated as of September 9, 2015, among the Issuers, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.5 to the Registration Statement on Form S-4 filed on September 9, 2015)4.8****Form of Senior Indenture4.9****Form of Subordinated Indenture5.1*Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered8.1****Opinion of Vinson & Elkins L.L.P. as to tax matters12.1****Ratio of Earnings to Fixed Charges23.1****Consent of Ernst & Young LLP23.4****Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1 and 8.1)II-14ExhibitNumberDescription24.1****Power of Attorney (included on signature page of this registration statement)25.1***Form T-1 Statement of Eligibility of Trustee under the Senior Indenture25.2***Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture*Filed herewith.**To be filed as an exhibita Current Reportthe requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 8-KS-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on January 21, 2021.
Executive Vice President, General Counsel and Secretaryaany and all capacities, to sign any or all amendments or post-effective amendmentamendments to this registration statement.***Tostatement, or any registration statement for the same offering that is to be filedeffective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in accordanceconnection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.Section 305(b)(2)the Securities Act of 1933, this registration statement has been signed below by the Trust Indenture Act and Rule 5b-3 thereunder.following persons in the capacities indicated on January 21, 2021. Signature Title
(Principal Executive Officer)
(Principal Financial Officer)
(Principal Accounting Officer) Director TABLE OF ADDITIONAL REGISTRANTSII-13EXPLANATORY NOTEPART II INFORMATION NOT REQUIRED IN PROSPECTUSItem 14. Other Expenses of Issuance and DistributionItem 15. Indemnification of Directors and OfficersItem 16. Exhibits and Financial Statement SchedulesItem 17. UndertakingsSIGNATURESSIGNATURESEXHIBIT INDEX