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GLOBAL PARTNERS LP 8-K 2017

 

 

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): May 15, 2017

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

 

 

 



 

Item 8.01.                            Other Events.

 

On May 15, 2017, Global Partners LP, a Delaware limited partnership (the “Partnership”), filed with the Securities and Exchange Commission (“SEC”) a prospectus supplement, dated May 15, 2017, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, (the “ATM Prospectus”), relating to the offer and sale of the Partnership’s common units representing limited partner interests having an aggregate offering price of up to $50,000,000 (the “Common Units”), which remain unsold under the Partnership’s existing at-the-market offering program. The ATM Prospectus was filed in order to permit sales of the Common Units pursuant to the Partnership’s shelf registration statement on Form S-3 (File No. 333-212172), which was declared effective by the SEC on July 5, 2016 and replaced the Partnership’s previously filed shelf registration statement on Form S-3 (File No. 333-188982).

 

This Current Report on Form 8-K is being filed to provide the legal opinions of the Partnership’s counsel, Vinson & Elkins L.L.P., regarding the legality of the offered Common Units and tax matters, which opinions are attached hereto as Exhibits 5.1 and 8.1.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit
Number

 

Description

5.1

 

Opinion of Vinson & Elkins L.L.P. as to legality of the offered Common 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 opinion filed as Exhibit 5.1).

 

 

 

23.2

 

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: May 15, 2017

By:

/s/ Edward J. Faneuil

 

 

 Executive Vice President,

 

 

 General Counsel and Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

5.1

 

Opinion of Vinson & Elkins L.L.P. as to legality of the offered Common 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 opinion filed as Exhibit 5.1).

 

 

 

23.2

 

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

 

4


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