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): November 10, 2005
GLOBAL PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware | | 001-32593 | | 74-3140887 |
(State or Other Jurisdiction of | | (Commission | | (IRS Employer |
Incorporation or organization) | | File Number) | | 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 (see General Instruction A.2. below):
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))
Item 1.01. Entry into a Material Definitive Agreement
The description of the amendment to the Credit Agreement described below under Item 2.03 is incorporated in this Item 1.01 by reference.
Item 2.02. Results of Operations and Financial Condition
On November 14, 2005, Global Partners LP (the “Partnership”) issued a press release announcing its third quarter 2005 financial results. The press release contains a measure that may be deemed a non-GAAP financial measure as defined in Item 10 of Regulation S-K under the Securities Exchange Act of 1934 (the “Exchange Act”). The most directly comparable generally accepted accounting principle (GAAP) financial measure and information reconciling the GAAP and non-GAAP financial measure are also included in the press release. A copy of the Partnership’s press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.
The information furnished pursuant to Item 2.02 in this report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On November 10, 2005, Global Operating LLC, Global Companies LLC, Global Montello Group LLC, Glen Hes Corp. and Chelsea Sandwich LLC, as borrowers, the Partnership and Global GP LLC, as guarantors, each lender from time to time party thereto and Bank of America, N.A., as administrative agent and L/C issuer, entered into a First Amendment (the “Amendment”) to the Credit Agreement dated October 4, 2005 among the aforementioned parties (the “Credit Agreement”). The Amendment modified the Credit Agreement by increasing the Partnership’s $350.0 million working capital revolving credit facility by $100.0 million, including a $50.0 million increase in the permanent working capital revolving credit facility commitment (from $300.0 million to $350.0 million), and a new seasonal overline facility of $50.0 million (available each year only during the period between September 1st and June 30th), bringing the combined seasonal overline availability from $50.0 million to $100.0 million. Total available commitments under all facilities under the Credit Agreement, as amended by the Amendment, increased from $400.0 million to $500.0 million. All other material terms remain the same as disclosed in the Partnership’s Current Report on Form 8-K (File No. 001-32593) dated October 4, 2005.
The Amendment is filed hereto as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
The information set forth under Item 2.02 of this Current Report on Form 8-K is hereby incorporated in Item 7.01 by reference.
The information furnished pursuant to Item 7.01 in this report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number | | Description |
10.1 | | First Amendment to Credit Agreement, dated as of November 10, 2005, among Global Operating LLC, Global Companies LLC, Global Montello Group Corp., Glen Hes Corp. and Chelsea Sandwich LLC, as borrowers, Global Partners LP, Global GP LLC, as guarantors, each lender from time to time party thereto and Bank of America, N.A., as administrative agent and L/C issuer |
| | |
99.1 | — | Global Partners LP Press Release dated November 14, 2005 |
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: November 14, 2005 | By: | /s/ Edward J. Faneuil | |
| | Executive Vice President, |
| | General Counsel and Secretary |
EXHIBIT INDEX
Exhibit
Number | | Description |
10.1 | | First Amendment to Credit Agreement, dated as of November 10, 2005, among Global Operating LLC, Global Companies LLC, Global Montello Group Corp., Glen Hes Corp. and Chelsea Sandwich LLC, as borrowers, Global Partners LP, Global GP LLC, as guarantors, each lender from time to time party thereto and Bank of America, N.A., as administrative agent and L/C issuer |
| | |
99.1 | — | Global Partners LP Press Release dated November 14, 2005 |
