Item 1.01 Entry into a Material Definitive Agreement.
On November 24, 2021, Global Partners LP (the "Partnership"), through its
subsidiary Global Companies LLC, entered into a Purchase and Sale Agreement (the
"Purchase Agreement") with Revere MA Owner LLC (the "Buyer") pursuant to which
the Buyer will acquire the Partnership's terminal located in Boston Harbor in
Revere, Massachusetts (the "Revere Terminal") for a purchase price of $150.0
million in cash. The Partnership estimates that gross proceeds to the
Partnership from the sale of the Revere Terminal after adjustments will be in
excess of $100.0 million.
In connection with the closing under the Purchase Agreement, the Partnership
will enter into a leaseback agreement with the Buyer pursuant to which the
Partnership will lease back key infrastructure at the Revere Terminal, including
certain tanks, dock access rights, and loading rack infrastructure, to allow the
Partnership to continue business operations at the terminal post-closing.
The Buyer will assume all liabilities and obligations of the Partnership related
to the Revere Terminal and the underlying real property, except for certain
retained environmental liabilities as identified in the Purchase Agreement. The
Purchase Agreement contains representations and warranties by the parties
customary for a transaction of this nature. The sale of the property is "as is,
where is" with all faults known and unknown.
The disposition is expected to close in the first half of 2022 and is subject to
customary closing conditions as well as a diligence period of 64 days following
the date of the Purchase Agreement during which the Buyer may terminate the
Purchase Agreement for any reason.
The Partnership initially acquired the Revere Terminal for $23.65 million
pursuant to the terms of the Agreement of Purchase and Sale dated January 14,
2015 (the "Initial Purchase Agreement") among Global Companies LLC and
affiliates of the Slifka family (collectively, the "Initial Seller") more
completely described in the Partnership's Current Report on Form 8-K filed on
January 21, 2015 (the "1/21/15 8-K"), which is incorporated herein by
reference. As described in greater detail in the 1/21/15 8-K, the Initial
Seller will receive a portion of the net proceeds from the sale of the Revere
Terminal. Eric Slifka, President and Chief Executive Officer and Vice Chairman
of the Board of Directors of the general partner of the Partnership, and Richard
Slifka, Chairman of the Board of Directors of the general partner of the
Partnership, each have an ownership interest in the Initial Seller.
The disposition of the Revere Terminal to the Buyer has been unanimously
approved by the Conflicts Committee of the Board of Directors and the Board of
Directors of the general partner of the Partnership.
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