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GLOBAL PARTNERS LP 8-K 2013

Documents found in this filing:

  1. 8-K
  2. Ex-2.1
  3. Ex-2.1

 

 

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): February 15, 2013

 

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 2.01.                            Completion or Acquisition or Disposition of Assets.

 

On February 15, 2013, and pursuant to the Membership Interest Purchase Agreement dated as of January 22, 2013 between Global Partners LP (the “Partnership”) and JH Kelly Holdings LLC (the “Agreement”), the Partnership completed its acquisition of 100% of the outstanding membership interests in Cascade Kelly Holdings LLC (“Cascade Kelly”), which owns a West Coast crude oil and ethanol facility near Portland, Oregon.  Cascade Kelly’s assets include a rail transloading facility serviced via short-line track by the BNSF Railway, 200,000 barrels of storage capacity, a deepwater marine terminal with access to a 1,200-foot leased dock and an ethanol plant.  Situated along the Columbia River in Clatskanie, Oregon, the site is located on land leased under a long-term agreement from the Port of St. Helens.  The purchase price, subject to post-closing adjustments, was approximately $95.0 million.  The acquisition was funded with borrowings under the Partnership’s credit facility and with proceeds from the issuance of five-year senior unsecured notes.

 

The description of the Agreement in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference into this Item 2.01.

 

Item 9.01.                            Financial Statements and Exhibits

 

(a)

 

Financial Statements of Business Acquired

 

 

 

 

 

 

Any financial statements that may be required by this Item 9.01, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

 

 

 

 

(b)

 

Pro Forma Financial Statements

 

 

 

 

 

 

 

Any pro forma financial information that may be required by this Item 9.01, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

 

 

 

 

(d)

 

Exhibit

 

 

 

 

 

 

2.1*

Membership Interest Purchase Agreement, dated as of January 22, 2013, between JH Kelly Holdings LLC and Global Partners LP.

 


*Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K.  The Partnership undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

 

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: February 22, 2013

By:

/s/ Edward J. Faneuil

 

 

Executive Vice President,

 

 

General Counsel and Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

2.1*

 

Membership Interest Purchase Agreement, dated as of January 22, 2013, between JH Kelly Holdings LLC and Global Partners LP.

 


*Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K.  The Partnership undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

 

4


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