Item 1.01 Entry into a Material Definitive Agreement.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
Exhibit
Number Description
1.1 Underwriting Agreement, dated as of March 17, 2021, by and among
Global Partners LP, Global GP LLC and Global Operating LLC and Stifel,
Nicolaus & Company, Incorporated and Morgan Stanley & Co. LLC, as
representatives of the underwriters set forth in Schedule 1 to the
Underwriting Agreement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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