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GLOBAL PARTNERS LP 8-K 2012

Documents found in this filing:

  1. 8-K
  2. Ex-10.1
  3. Ex-10.2
  4. Ex-10.3
  5. Ex-10.3

 

 

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 9, 2012

 

GLOBAL PARTNERS LP

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-32593

 

74-3140887

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

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))

 

 

 



 

Item 1.01.                              Entry into a Material Definitive Agreement

 

On March 9, 2012, following the closing of the acquisition (the “Acquisition”) by Global Partners LP (the “Partnership”) of all of the membership interests in Alliance Energy LLC (“Alliance”) from AE Holdings Corp. (“AEHC”), Global Petroleum Corp. (“GPC”), Global Companies LLC (“Global”), Global Montello Group Corp. (“GMG”), Chelsea Sandwich LLC (“Chelsea LLC”) and Alliance (Alliance, Global, GMG and Chelsea LLC, singly and collectively, the “Operating Subsidiaries”) entered into a second amendment to amended and restated shared services agreement (the “Second Amendment”), which amended the Amended and Restated Services Agreement dated October 4, 2005 among the Operating Subsidiaries (excluding Alliance) and GPC (as previously amended, the “GPC Shared Services Agreement”). Under the GPC Shared Services Agreement, (1) the Operating Subsidiaries provide GPC with certain legal and environmental support, accounting services and payroll services for which GPC pays a fee based on an agreed assessment of the cost associated with the provision of such services, and (2) GPC provides the Operating Subsidiaries with certain terminal, environmental and operational support services, for which the Operating Subsidiaries pay a fee based on an agreed assessment of the cost associated with the provision of such services. As so amended by the Second Amendment, the GPC Shared Services Agreement includes the services provided by GPC to Alliance.

 

In addition, on March 9, 2012, following the closing of the Acquisition, Global and AEHC entered into a shared services agreement (the “AEHC Shared Services Agreement”) pursuant to which Global will provide AEHC with certain tax, accounting, treasury and legal support services for which AEHC will pay Global $15,000 per year. The AEHC Shared Services Agreement is for an indefinite term and AEHC may terminate its receipt of some or all of the services upon 180 days’ notice.

 

The disclosure contained in this Item 1.01 does not purport to be a complete description of the Second Amendment or the AEHC Shared Services Agreement and is qualified in its entirety in each case by reference to the Second Amendment and the AEHC Shared Services Agreement, which are filed as Exhibits 10.2 and 10.3, respectively, hereto and are incorporated by reference into this Item 1.01.

 

Item 9.01.                                          Financial Statements and Exhibits

 

(d)

 

Exhibits

 

 

 

10.1

 

First Amendment to Amended and Restated Services Agreement, dated as of July 24, 2006, by and among Global Petroleum Corp., Global Companies LLC, Global Montello Group LLC and Chelsea Sandwich LLC

 

 

 

10.2

 

Second Amendment to Amended and Restated Services Agreement, dated March 9, 2012, by and among Global Petroleum Corp., Global Companies LLC, Global Montello Group Corp., Chelsea Sandwich LLC and Alliance Energy LLC

 

 

 

10.3

 

Services Agreement, dated March 9, 2012, by and between Global Companies LLC and AE Holdings Corp.

 

2



 

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.

 

 

 

GLOBAL PARTNERS LP

 

 

By:

Global GP LLC,

 

 

 

its general partner

 

 

 

 

 

 

 

 

 

Dated: March 15, 2012

 

 

By:

/s/ Edward J. Faneuil

 

 

 

Executive Vice President,

 

 

 

General Counsel and Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

10.1

 

First Amendment to Amended and Restated Services Agreement, dated as of July 24, 2006, by and among Global Petroleum Corp., Global Companies LLC, Global Montello Group LLC and Chelsea Sandwich LLC

 

 

 

10.2

 

Second Amendment to Amended and Restated Services Agreement, dated March 9, 2012, by and among Global Petroleum Corp., Global Companies LLC, Global Montello Group Corp., Chelsea Sandwich LLC and Alliance Energy LLC

 

 

 

10.3

 

Services Agreement, dated March 9, 2012, by and between Global Companies LLC and AE Holdings Corp.

 

4


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