GLOBAL PARTNERS LP 8-K 2015
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Date of report (Date of earliest event reported): March 3, 2015
GLOBAL PARTNERS LP
P.O. Box 9161
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:
On June 24, 2014, Global Partners LP (the "Partnership") and its wholly owned subsidiary, GLP Finance Corp. ("Finance", and together with the Partnership, the "Issuers") completed a private placement of $375 million aggregate principal amount of 6.25% senior notes due 2022 (the "Senior Notes"), which are fully and unconditionally guaranteed by each of the Partnership's wholly owned subsidiaries other than Finance (the "Guarantors"). In connection with the private placement of the Senior Notes, the Partnership and the Guarantors entered into a registration rights agreement with the initial purchasers of the Senior Notes obligating the Partnership and the Guarantors to file an exchange registration statement (the "Registration Statement") with the Securities and Exchange Commission to exchange the Senior Notes and related guarantees for registered notes (the "New Notes") and guarantees having substantially the same terms as the Senior Notes (the "Exchange Offer"). In connection with the Exchange Offer, the Partnership will become subject to the requirements of Rule 3-10 of Regulation S-X regarding financial statements of guarantors and issuers of guaranteed securities registered or being registered. The Partnership is filing on this Current Report on Form 8-K certain financial information required to be included in or incorporated by reference into the Registration Statement by Rule 3-10 of Regulation S-X.
Pursuant to Rule 3-10 of Regulation S-X, the Partnership is filing (i) as Exhibit 99.1 to this Current Report on Form 8-K the Partnership's audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2013 (the "10-K"), which include new Note 24 to the Partnership's audited consolidated financial statements and (ii) as Exhibit 99.2 to this Current Report on Form 8-K the Partnership's unaudited consolidated financial statements contained in its Quarterly Report on Form 10-Q for the period ended September 30, 2014 (the "10-Q"), which include new Note 19 to the Partnership's unaudited consolidated financial statements, in each case disclosing condensed consolidating financial information regarding the financial position, results of operations and cash flows of the Partnership and its subsidiaries. The information in this Form 8-K is not an amendment to the 10-K or the 10-Q and is not a restatement of the financial information included therein.
As previously disclosed, on January 7, 2015, the Partnership completed the acquisition by Global Montello Group Corp., a wholly owned subsidiary of the Partnership, of 100% of the equity interests in Warren Equities, Inc. ("Warren"). Warren is a Guarantor of the Senior Notes and will be a Guarantor of the New Notes. In order to provide the financial statement information required by Rule 3-10(g) of Regulation S-X, the Partnership is filing as Exhibit 99.3 to this Current Report on Form 8-K the unaudited interim consolidated financial statements of Warren and its subsidiaries as of November 30, 2014 and for the six months ended November 30, 2014 and 2013 and the related notes thereto.
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.