Current Report Filing (8-k)
March 18 2021 - 5:10PM
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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): March 17, 2021
GLOBAL PARTNERS LP
(Exact name of registrant as specified
in its charter)
Delaware
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001-32593
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74-3140887
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Units representing limited partner interests
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GLP
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New York Stock Exchange
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9.75% Series A Fixed-to-Floating Cumulative Redeemable Perpetual Preferred Units representing limited partner interests
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GLP pr A
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New York Stock Exchange
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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. o
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Item 1.01
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Entry into a Material Definitive Agreement.
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On March 17, 2021, Global Partners
LP, a Delaware limited partnership (the “Partnership”), Global Operating LLC, a Delaware limited liability company
and subsidiary of the Partnership (“Global Operating”), and Global GP LLC, a Delaware limited liability company and
the general partner of the Partnership (the “General Partner”), entered into an Underwriting Agreement (the “Underwriting
Agreement”) with Stifel, Nicolaus & Company, Incorporated and Morgan Stanley & Co. LLC, as representatives
of the underwriters set forth in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”), relating
to the public offering of 3,000,000 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing
limited partner interests in the Partnership (the “Series B Preferred Units”) at a price to the public of $25.00
per Series B Preferred Unit (the “Offering”).
Distributions on the Series B Preferred
Units are cumulative from and including the date of original issue and will be payable quarterly in arrears on February 15,
May 15, August 15 and November 15 of each year, commencing on May 15, 2021, at a rate equal to 9.50% per annum
of the stated liquidation preference of $25.00, in each case when, as, and if declared by the General Partner. A pro-rated initial
distribution on the Series B Preferred Units will be payable on May 15, 2021 in an amount equal to approximately $0.3365
per Series B Preferred Unit.
The Partnership expects the transaction
to close on March 24, 2021, subject to customary closing conditions. The Partnership expects to receive net proceeds from
the Offering of approximately $72.3 million, after deducting underwriting discounts and estimated expenses. The Partnership expects
to use the net proceeds from the Offering to reduce indebtedness outstanding under its credit agreement.
Certain of the Underwriters and their respective
affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and
investment banking services for the Partnership and its affiliates, for which they received or will receive customary fees and
expense reimbursement. Affiliates of BNP Paribas Securities Corp., MUFG Securities Americas Inc. and SG Americas Securities, LLC
are lenders under the Partnership’s credit agreement and accordingly may receive a portion of the net proceeds from the Offering.
The Series B Preferred Units to be
issued pursuant to the Underwriting Agreement are registered under the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to the Partnership’s shelf registration statement on Form S-3 (File No. 333-252305), which
was filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2021 and became effective on
January 28, 2021, and the prospectus supplement dated March 17, 2021, filed with the SEC pursuant to Rule 424(b) under
the Securities Act.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Partnership, Global Operating and the General Partner and customary conditions
to closing, indemnification obligations of the Partnership, Global Operating, 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 to this Current Report on Form 8-K and incorporated herein
by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibit
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.
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GLOBAL PARTNERS LP
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By:
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GLOBAL GP LLC
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its General Partner
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Dated: March 18, 2021
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By:
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/s/ Edward J. Faneuil
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Edward J. Faneuil
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Executive Vice President,
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General Counsel and Secretary
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