Global Partners LP filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 10, 2025, Global Partners LP, a Delaware limited partnership (the “Partnership”), and GLP Finance Corp., a Delaware corporation (“Finance” and, together with the Partnership, the “Issuers”), Global GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and certain subsidiaries of the Partnership, as guarantors (the “Guarantors”), entered into a Purchase Agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (the “Initial Purchasers”), pursuant to which the Issuers agreed to sell $450 million aggregate principal amount of the Issuers’ 7.125% senior notes due 2033 (the “Notes”) to the Initial Purchasers in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be resold by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act.
The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers, the General Partner and the Guarantors, on one hand, and the Initial Purchasers, on the other, agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference. The description of the Purchase Agreement contained herein is qualified in its entirety by the full text of such exhibit.
Closing of the offering is expected to occur on or about June 23, 2025, subject to customary closing conditions. The Partnership intends to use the net proceeds from the offering to fund the purchase of its outstanding $400 million aggregate principal amount of 7.00% senior notes due 2027 (the “2027 Senior Notes”) in a cash tender offer (the “Tender Offer”) and to repay a portion of the borrowings outstanding under its credit agreement. The offering of the Notes is not conditioned upon the consummation of the Tender Offer. To the extent the Tender Offer is not completed or is completed but the Partnership purchases less than all of the 2027 Senior Notes in the Tender Offer, the Partnership intends to redeem any 2027 Senior Notes that remain outstanding on or about August 1, 2025.
This Current Report on Form 8-K does not constitute a notice of redemption or an offer to purchase the 2027 Senior Notes not purchased in the Tender Offer.
Some of the Initial Purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Partnership or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. For example, J.P. Morgan Securities LLC is acting as the dealer manager for the Tender Offer and will receive certain fees in connection therewith. In addition, certain of the Initial Purchasers or their affiliates may own a portion of the 2027 Senior Notes that are subject to the Tender Offer and accordingly may receive a portion of the proceeds from the offering. Certain of the Initial Purchasers or their affiliates may be agents and/or lenders under the Partnership’s credit agreement. For example, JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, is a lender, issuer of letters of credit and co-syndication agent under the credit agreement, and Bank of America, N.A., an affiliate of BofA Securities, Inc., is the administrative agent and a lender under the credit agreement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Purchase Agreement, dated June 10, 2025, among the Issuers, the General Partner, the Guarantors and the Initial Purchasers. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: June 10, 2025 | By: | /s/ Sean T. Geary |
| Sean T. Geary | ||
| Chief Legal Officer and Secretary | ||
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