GLOBAL PARTNERS LP 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 16, 2010
GLOBAL PARTNERS LP
(Exact name of registrant as specified in its charter)
P.O. Box 9161
800 South Street
Waltham, Massachusetts 02454-9161
(Address of Principal Executive Offices)
(Registrants 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))
Item 1.01 Entry into a Material Definitive Agreement.
On March 16, 2010, Global Partners LP (the Partnership) entered into an Underwriting Agreement (the Underwriting Agreement) with Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters set forth in Schedule 1 to the Underwriting Agreement (collectively, the Underwriters), relating to the public offering of 3,400,000 common units representing limited partnership interests in the Partnership (the Common Units), at a public offering price of $22.75, less underwriting discounts and commissions of $1.00 per Common Unit. Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters an option to purchase an additional 510,000 Common Units from the Partnership at the same price, which option has been exercised.
The Partnership expects the closing of the transactions under the Underwriting Agreement to occur on March 19, 2010, subject to customary closing conditions. The Partnership expects to receive net proceeds from the sale of the Common Units sold pursuant to the Underwriting Agreement of approximately $84.8 million (after deducting underwriting discounts and commissions and estimated expenses). The Partnership expects to use the net proceeds from the offering to reduce indebtedness outstanding under its credit agreement.
The offering was made pursuant to the Partnerships shelf registration statement on Form S-3 (File No. 333-140525) filed with the Securities and Exchange Commission (the SEC) on February 8, 2007 and as amended on April 3, 2007, which was declared effective by the SEC on April 9, 2007.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Partnership, and customary conditions to closing, indemnification obligations of the Partnership and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, 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 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
1.1 Underwriting Agreement, dated as of March 16, 2010, by and among Global Partners LP, Global GP LLC and Global Operating LLC, and Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters set forth in Schedule 1 to the Underwriting Agreement.
5.1 Opinion of Vinson & Elkins L.L.P. as to the legality of the offered units.
8.1 Opinion of Vinson & Elkins L.L.P. regarding tax matters.
23.1 Consent of Vinson & Elkins L.L.P. (included in its opinions filed as Exhibit 5.1 and Exhibit 8.1).
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.