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): December 15, 2022
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests | | GLP pr A | | New York Stock Exchange |
| | | | | |
| 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests | | GLP pr B | | 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. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 15, 2022, Global Partners LP (the “Partnership”), as Buyer, entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Gulf Oil Limited Partnership (the “Seller”) pursuant to which the Partnership will acquire all the issued and outstanding equity interests of New Haven NewCo, Woodbury NewCo, Portland NewCo, Linden NewCo and Chelsea NewCo, each as defined in the Purchase Agreement (collectively, the “Target Companies”), for a purchase price of $273 million in cash, subject to certain customary adjustments to, primarily, take into account the actual amount of certain assets and liabilities of the Target Companies as of the closing date (the “Gulf Transaction”). The Target Companies each will contain all of the assets exclusively related to the ownership and operation of, and the receipt, storage and throughput of refined products at certain operating, refined-products terminals located in New Haven, CT, Thorofare, NJ, Portland, ME, Linden, NJ and Chelsea, MA, respectively. The five terminals have an aggregate storage capacity of approximately 3.9 million barrels.
Closing of the Gulf Transaction is expected in the first half of 2023 and is conditioned upon the satisfaction or waiver of customary closing conditions, including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, closing of the Pre-Closing Reorganization (as defined in the Purchase Agreement) and delivery of specified deliverables required by the Purchase Agreement.
The Purchase Agreement contains customary representations and warranties and covenants by each of the parties. Among other covenants, during the period between the execution of the Purchase Agreement and the closing of the Gulf Transaction, the Seller has agreed to, and to cause its subsidiaries to, conduct its business in the ordinary course of business and will not, and will cause its subsidiaries not to, with respect to its business and the Target Companies, engage in certain types of activities and transactions.
At closing, subject to the terms and conditions set forth in the Purchase Agreement, the Partnership will assume certain liabilities and obligations of the Seller related to the Target Companies, excluding certain environmental liabilities retained by the Seller as identified in the Purchase Agreement.
The Partnership expects to finance the Gulf Transaction with borrowings under its revolving credit facility.
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: December 19, 2022 | By: | /s/ Sean T. Geary |
| | | Sean T. Geary |
| | | Chief Legal Officer and Secretary |
