UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 16, 2014
Lehigh Gas Partners LP
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35711 | 45-4165414 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
645 West Hamilton Street, Suite 500
Allentown, Pennsylvania 18101
(Address of Principal Executive Offices) (Zip Code)
(610) 625-8000
(Registrants’ 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)) |
| Item 1.01 | Entry into Material Definitive Agreement. |
On September 16, 2014, Lehigh Gas Partners LP (the “Partnership”) and Lehigh Gas GP LLC, the general partner of the Partnership (the “General Partner”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc., Wells Fargo Securities, LLC and RBC Capital Markets, LLC as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”). The Underwriting Agreement relates to an offering (the “Offering”) of 3,600,000 common units representing limited partner interests in the Partnership (“Common Units”) at a price to the public of $33.99 per Common Unit. Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters an option for a period of 30 days to purchase up to 540,000 additional Common Units to cover over-allotments, if any, on the same terms. On September 16, 2014, the Underwriters notified the Partnership of their exercise in full of their option to purchase additional Common Units. The Partnership expects the transaction to close on September 19, 2014.
Affiliates of certain of the Underwriters are lenders under the Partnership’s credit facility and will receive their pro rata portion of the net proceeds from the Offering through the repayment of borrowings extended under the Partnership’s credit facility.
The Common Units to be sold pursuant to the Underwriting Agreement are registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-192035), which was declared effective by the Securities and Exchange Commission on December 4, 2013.
The Underwriting Agreement contains customary representations, warranties and agreements of the Partnership and the General Partner and customary conditions to closing, indemnification obligations of the Partnership, 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 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Document | |
| 1.1 | Underwriting Agreement dated September 16, 2014 among Lehigh Gas Partners LP, Lehigh Gas GP LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc., Wells Fargo Securities, LLC and RBC Capital Markets, LLC as representatives of the several Underwriters named in Schedule I thereto. | |
| 5.1 | Opinion of Vinson & Elkins L.L.P. regarding the legality of the common units. | |
| 8.1 | Opinion of Vinson & Elkins L.L.P. regarding tax matters. | |
| 23.1 | Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 5.1). | |
| 23.2 | Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 8.1). | |
1
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.
| LEHIGH GAS PARTNERS LP | ||
| By: | Lehigh Gas GP LLC, Its General Partner | |
| By: | /s/ Frank Macerato | |
| Name: | Frank Macerato | |
| Title: | General Counsel, Secretary and Chief Compliance Officer | |
Dated: September 19, 2014
EXHIBIT INDEX
Exhibit No. | Document | |
| 1.1 | Underwriting Agreement dated September 16, 2014 among Lehigh Gas Partners LP, Lehigh Gas GP LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc., Wells Fargo Securities, LLC and RBC Capital Markets, LLC as representatives of the several Underwriters named in Schedule I thereto. | |
| 5.1 | Opinion of Vinson & Elkins L.L.P. regarding the legality of the common units. | |
| 8.1 | Opinion of Vinson & Elkins L.L.P. regarding tax matters. | |
| 23.1 | Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 5.1). | |
| 23.2 | Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 8.1). | |