GLP-A Global Partners LP

Item 1.01. Entry into a Material Definitive Agreement.

On September 23, 2020, Global Partners LP, a Delaware limited partnership (the “Partnership”), and GLP Finance Corp., a Delaware corporation (“Finance” and, together with the Partnership, the “Issuers”), and certain subsidiaries of the Partnership, as guarantors (the “Guarantors”), entered into a Purchase Agreement (the “Purchase Agreement”) with BofA Securities, Inc., as representative of the several initial purchasers named therein (the “Initial Purchasers”), pursuant to which the Issuers agreed to sell $350 million aggregate principal amount of the Issuers’ 6.875% senior notes due 2029 (the “Notes”) to the Initial Purchasers in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”).  The Notes will be resold by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act.

The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers and the Guarantors, on one hand, and the Initial Purchasers, on the other, agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. In addition, the Purchase Agreement requires the execution of a registration rights agreement relating to the Notes.

A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.  The description of the Purchase Agreement contained herein is qualified in its entirety by the full text of such exhibit.

Closing of the offering is expected to occur on or about October 7, 2020, subject to customary closing conditions. The Partnership intends to use the net proceeds from the offering to fund the redemption of its 7.00% senior notes due 2023 (the “2023 Senior Notes”) and repay a portion of the borrowings outstanding under its credit agreement. On September 23, 2020, the Partnership delivered a conditional notice of redemption, subject to consummation of the offering of the Notes, for all of the outstanding 2023 Senior Notes. The redemption price for the 2023 Senior Notes is 101.750% of the principal amount of the 2023 Senior Notes redeemed, plus accrued and unpaid interest to the redemption date of October 23, 2020.

Some of the Initial Purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Partnership or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In addition, certain of the Initial Purchasers or their affiliates may own a portion of the 2023 Senior Notes that are subject to redemption and accordingly may receive a portion of the proceeds from the offering. Certain of the Initial Purchasers or their affiliates may be agents or lenders under the Partnership’s credit agreement, and accordingly may receive a portion of the net proceeds from the offering. Bank of America, N.A., an affiliate of BofA Securities, Inc., is the administrative agent under the credit agreement.