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Vinson&Elkins
ALAN P. BADEN abaden@velaw.com
TEL 212.237.0001 FAX 917.849.5337
June 16, 2005
Mr. H. Roger Schwall
Assistant Director
Division of Corporation Finance
United States Securities and
Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0405
Re: Global Partners LP
Registration Statement on Form S-1
Filed May 10, 2005
File No. 333-124755
Dear Mr. Schwall:
On behalf of Global Partners LP and pursuant to our June 15 telephone
conversation, this letter is in response to Comment No. 15 received from the
Staff of the Division of Corporation Finance of the Securities and Exchange
Commission in its comment letter dated June 9, 2005. A copy of this letter has
been furnished through EDGAR as correspondence. All page references are to the
Registration Statement unless otherwise indicated. Capitalized terms used in
this letter but not defined herein have the meanings given to them in the
Registration Statement.
CASH DISTRIBUTION POLICY, PAGE 35
15. GIVEN THAT YOU ARE A NEW REGISTRANT AND THIS OFFERING CONVEYS TO
POTENTIAL INVESTORS THAT YOUR INITIAL QUARTERLY DISTRIBUTION WILL BE
$0.4125 PER UNIT - AN AMOUNT WHICH APPEARS TO REPRESENT SUBSTANTIALLY
ALL YOUR AVAILABLE CASH - WE BELIEVE THAT YOU SHOULD PROVIDE A MORE
DETAILED DISCUSSION ABOUT THE POLICY AND PROVIDE SUPPORT FOR THE STATED
DISTRIBUTION AMOUNT. PLEASE ACCORDINGLY REVISE THIS SECTION, THE CASH
AVAILABLE FOR DISTRIBUTION SECTION, AND APPENDIX D. THE REVISIONS
SHOULD CLEARLY AND FULLY CONVEY:
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V&E June 16, 2005 Page 2
o the background and effect of the cash distribution policy, including
the initial distribution rate;
o your estimated cash available to pay distributions over the next four
quarters;
o whether historically you had sufficient available cash to pay the
stated distribution amount; and
o any assumptions and considerations related to the preceding disclosure.
RESPONSE : The Registrant believes that its structure is typical of most
publicly traded master limited partnerships and that the disclosures about cash
distribution policy contained in the Registration Statement largely address the
comments raised by the Staff in Comment No. 15. Furthermore, in our
conversations concerning this comment, you have directed us to the Inergy
Holdings, L.P., or Inergy Holdings, registration statement (No. 333-122466). You
indicated that the disclosures in Inergy Holdings were prepared based on a
template developed by the Staff in response to a number of income deposit
security, or IDS, offerings. We have reviewed the disclosures in the Inergy
Holdings filing and the disclosures in several IDS offerings and believe that
our structure is significantly different from those in several fundamental ways
such that the Inergy Holdings template is not the most appropriate for us.
Please see below for a detailed response.
GLOBAL PARTNERS LP IS DIFFERENT IN STRUCTURE FROM INERGY HOLDINGS AND THE IDS
offerings. First of all, holders of the Registrant's subordinated units have
subordinated their right to receive distributions to the common units. This
period of subordination lasts for at least five years and can end only after
certain financial tests have been met, although some of the subordinated units
can convert into common units after three and four years if these financial
tests are met at the time. The subordinated units are not entitled to receive
any distributions until the common units have received the minimum quarterly
distribution of $0.4125 per unit, plus any arrearages on this distribution from
prior quarters. Because there will initially be an equal number of common units
and subordinated units, this subordination feature effectively means that the
estimated available cash is approximately twice what is necessary to pay the
minimum quarterly distribution on the common units. Neither Inergy Holdings nor
the IDS offerings have this protective feature, which essentially doubles the
coverage for distributions to the purchasers of common units in the IPO. The
Registrant's available cash would
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V&E June 16, 2005 Page 3
effectively have to decrease by more than 50% before the amount of cash
available to the common units would be adversely affected.
Also, Inergy Holdings owns not just common units of Inergy, L.P. but also
subordinated units and incentive distribution rights, which are subordinated to
the subordinated units and therefore even more subject to the risk of
nonpayment, of Inergy, L.P. Thus, not only is there no subordinated security at
the Inergy Holdings level, payment on Inergy Holdings units is significantly
dependent upon Inergy, L.P. making distributions on its subordinated securities.
This is another fundamental structural difference.
Furthermore, the Registrant can show historical pro forma coverage for its
ability to pay the minimum quarterly distribution, whereas Inergy Holdings had
shortfalls in its historical pro forma coverages. For example, for the year
ended December 31, 2004, the Registrant had approximately $19.8 million of cash
available for distribution, which was approximately 104% of the $19.0 million
needed to pay the minimum quarterly distributions on all common and subordinated
units to be outstanding after the IPO. We have been advised that there will be
full coverage for the twelve months ended March 31, 2005 as well. Since the
subordinated units by their terms will not receive distributions until the
minimum quarterly distribution is paid on the common units, there was
approximately twice the coverage needed to pay the distribution on the common
units.
THE STAFF'S COMMENT ASKS FOR THE "BACKGROUND AND EFFECT" OF THE DISTRIBUTION
POLICY. The Registration Statement contains an elaborate description of the
Registrant's distribution policy under the caption "Cash Distribution Policy" on
pages 35-43. This description is virtually identical to the description included
in the prospectuses for most publicly traded limited partnerships and one with
which investors and the Staff are very familiar.
THE STAFF'S COMMENT ASKS FOR ESTIMATED CASH AVAILABLE TO PAY DISTRIBUTIONS OVER
THE NEXT FOUR QUARTERS. The Registration Statement includes on page 45 under the
caption "Cash Available for Distribution - WE BELIEVE WE WILL HAVE SUFFICIENT
CASH FROM OPERATING SURPLUS FOLLOWING THE OFFERING TO PAY THE MINIMUM QUARTERLY
DISTRIBUTION ON ALL UNITS THROUGH JUNE 30, 2006" a statement that the Registrant
believes that it will have sufficient available cash to pay the minimum
quarterly distributions for the next four quarters. This statement is based on
several assumptions disclosed in the Registration Statement but does not assume
any acquisitions, given the uncertainty of acquisitions. Please see page 45 for
a detailed list of the assumptions on which this projection is based. This
disclosure was based on the precedent of the TransMontaigne Partners L.P.
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V&E June 16, 2005 Page 4
initial public offering, which closed last month, and numerous other publicly
traded limited partnerships in their IPO prospectuses.
THE STAFF'S COMMENT ASKS THE REGISTRANT TO CLEARLY AND FULLY CONVEY WHETHER
HISTORICALLY IT HAD SUFFICIENT AVAILABLE CASH TO PAY THE MINIMUM QUARTERLY
DISTRIBUTIONS. The Registration Statement includes on page 44 under the caption
"Cash Available for Distribution - ESTIMATED AVAILABLE CASH FROM OPERATING
SURPLUS DURING 2004 WOULD HAVE BEEN SUFFICIENT TO PAY THE MINIMUM QUARTERLY
DISTRIBUTION ON ALL THE COMMON UNITS AND SUBORDINATED UNITS" on page 44 and in
Appendix D a calculation of available cash for the year ended December 31, 2004
reflecting an amount sufficient to pay the minimum quarterly distributions.
Amendment No. 1 to the Registration Statement will include the first quarter
results, which we have been advised will show better comparative results for the
first quarter of 2005 than for the comparable 2004 quarter. Amendment No. 1 will
also include in Appendix D a calculation of the available cash for the three
months ended March 31, 2005.
THE STAFF'S COMMENT ASKS THE REGISTRANT TO DISCLOSE ANY ASSUMPTIONS AND
CONSIDERATIONS RELATED TO THE HISTORICAL ABILITY TO PAY DISTRIBUTIONS. The
Registrant believes that the disclosure set forth under the caption "Cash
Available for Distribution" on pages 44-45, together with Appendix D, clearly
states the assumptions and considerations that have been made in calculating
available cash on a historical and on a projected basis. Furthermore, this
format has been used consistently by other publicly traded limited partnerships,
is familiar to investors and reflects the Staff's comments over an extensive
period of reviewing these types of transactions.
If you have any questions or comments regarding this letter or the
Registration Statement, please contact me at (212) 237-0001 or Brenda Lenahan of
the our firm at (212) 237-0133.
Very truly yours,
/s/ ALAN P. BADEN
Alan P. Baden
cc: Jason Wynn
Edward J. Faneuil