GLOBAL PARTNERS LP (NYSE:GLP) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 is incorporated herein by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
On August7, 2018, Global Partners LP, a Delaware limited partnership (the “Partnership”), issued 2,760,000 of its 9.75% SeriesA Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “SeriesA Preferred Units”), at a price to the public of $25.00 per SeriesA Preferred Unit, to the previously filed Underwriting Agreement, dated as of July31, 2018, by and between the Partnership, Global Operating LLC, Global GP LLC (the “General Partner”) and Stifel, Nicolaus& Company,Incorporated, Morgan Stanley& Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein.
In connection with the closing of the offering of the SeriesA Preferred Units on August7, 2018, the General Partner executed the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (the “Amended and Restated Partnership Agreement”) for the purpose of creating and defining the preferences, rights, powers and terms of the SeriesA Preferred Units. The amendments effected by the Amended and Restated Partnership Agreement provide for the issuance of the SeriesA Preferred Units, in summary, with the features described below and to revise certain provisions that are no longer applicable to the Partnership.
The SeriesA Preferred Units rank (a)senior to common units representing limited partner interests in the Partnership (the “Common Units”), incentive distribution rights and to each other class or series of limited partner interests or other equity securities of the Partnership established after the original issue date of the SeriesA Preferred Units (the “Original Issue Date”) that is not expressly made senior to or on parity with the SeriesA Preferred Units as to the payment of distributions and amounts payable upon a liquidation event (individually and collectively, the “Junior Securities”), (b)on parity with respect to distributions or amounts payable upon a liquidation event, as applicable, with each other and any class or series of limited partner interests or other equity securities of the Partnership established after the Original Issue Date with terms expressly providing that such class or series ranks on parity with the SeriesA Preferred Units as to the payment of distributions or amounts payable upon a liquidation event (individually and collectively, but excluding Senior Securities (as defined below), the “Parity Securities”) and (c)junior with respect to distributions or amounts payable upon a liquidation event, as applicable, to any class or series of limited partner interests or equity securities of the Partnership established after the Original Issue Date with terms expressly made senior to the SeriesA Preferred Units as to the payment of distributions or amounts payable upon a liquidation event (individually and collectively, the “Senior Securities”) and to all existing and future indebtedness and other liabilities with respect to assets available to satisfy claims against the Partnership.
Distributions on the SeriesA Preferred Units will be cumulative from the Original Issue Date and will be payable quarterly in arrears on February15, May15, August15 and November15 of each year, commencing on November15, 2018 (each, a “Distribution Payment Date”), to holders of record as of the opening of business on the February1, May1, August1 or November1 next preceding the Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. A pro-rated initial distribution on the SeriesA Preferred Units will be payable on November15, 2018 in an amount equal to $0.6635 per SeriesA Preferred Unit.
The initial distribution rate for the SeriesA Preferred Units from and including the Original Issue Date, but excluding, August15, 2023 will be 9.75% per annum of the $25.00 liquidation preference per SeriesA Preferred Unit (equal to $2.4375 per SeriesA Preferred Unit per annum). On and after August15, 2023, distributions on the SeriesA Preferred Units will accumulate for each distribution period at a percentage of the $25.00 liquidation preference equal to an annual floating rate of the three-month LIBOR plus a spread of 6.774% per annum.
The Partnership will not declare or pay or set aside for payment any distributions on any Junior Securities (other than a distribution payable solely in Junior Securities) unless full cumulative distributions have been or contemporaneously are being paid or provided for on all outstanding SeriesA Preferred Units and any Parity Securities through the most recent respective distribution periods.
