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 7, 2023
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 |
| | | | | |
| 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 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On December 7, 2023, Global Partners LP (the “Partnership”), as guarantor, and certain of its subsidiaries, as borrowers, agreed with the lenders party to the Partnership’s Third Amended and Restated Credit Agreement dated April 25, 2017 (as amended, the “Credit Agreement”) to:
| (a) | Reallocate $300 million of the Aggregate WC Commitment to the Aggregate Revolver Commitment; and |
| | | |
| (b) | exercise the accordion feature in the Credit Agreement and increase the Aggregate WC Interim Commitments by $200 million as provided in Section 2.13 (Increase in Commitments) of the Credit Agreement, for a period not to exceed 364 days. The Partnership simultaneously gave written notice to the Administrative Agent that, at the expiration of such 364 days, the Aggregate WC Interim Commitment would be automatically reduced to $0. |
Capitalized terms used but not defined herein have the meanings respectively ascribed to such terms in the Credit Agreement. All other material terms of the Credit Agreement remain the same as disclosed in the Partnership’s Quarterly Report on Form 10-Q for the calendar quarter ended September 30, 2023 and the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022.
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 12, 2023 | By: | /s/ Sean T. Geary |
| | | Sean T. Geary |
| | | Chief Legal Officer and Secretary |
| | | |
