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GLOBAL PARTNERS LP 8-K 2015

Documents found in this filing:

  1. 8-K
  2. Ex-1.1
  3. Ex-8.1
  4. Graphic
  5. Graphic

 

 

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 23, 2015

 

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 8.01                   Other Events.

 

On March 23, 2015, Global Partners LP, a Delaware limited partnership (the “Partnership”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Global Operating LLC, a Delaware limited liability company and subsidiary of the Partnership (“Global Operating”), Global GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), certain selling unitholders named therein (the “Selling Unitholders”) and Barclays Capital Inc. (the “Underwriter”), relating to the public offering by the Selling Unitholders of 1,956,234 common units representing limited partner interests in the Partnership (the “Common Units”) at a price to the public of $36.10 per Common Unit (the “Offering”).  The Partnership expects the transaction to close on March 27, 2015, subject to customary closing conditions. The Partnership will not receive any of the proceeds from the Offering for its own account.

 

The Offering is being registered under the Securities Act of 1933, as amended (the “Securities Act”), under the Partnership’s registration statement on Form S-3 (File No. 333-181211), which was declared effective by the Securities and Exchange Commission on May 30, 2012.

 

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Partnership, the General Partner and Global Operating have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriter may be required to make because of any of those liabilities.

 

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.

 

(d)                                 Exhibit

 

Exhibit
Number

 

Description

1.1

 

Underwriting Agreement, dated as of March 23, 2015, by and among Global Partners LP, Global GP LLC, Global Operating LLC, the Selling Unitholders named therein and Barclays Capital Inc.

 

 

 

8.1

 

Opinion of Vinson & Elkins L.L.P. regarding tax matters.

 

 

 

23.1

 

Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 8.1).

 

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 26, 2015

 

By:

/s/ Edward J. Faneuil

 

 

 

Edward J. Faneuil

 

 

 

Executive Vice President,

 

 

 

General Counsel and Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

1.1

 

Underwriting Agreement, dated as of March 23, 2015, by and among Global Partners LP, Global GP LLC, Global Operating LLC, the Selling Unitholders named therein and Barclays Capital Inc.

 

 

 

8.1

 

Opinion of Vinson & Elkins L.L.P. regarding tax matters.

 

 

 

23.1

 

Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 8.1).

 

4


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