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of the SeriesA Preferred Units, in summary, with the features described below and to revise certain provisions that are no longer applicable to the Partnership.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.
At any time on or after August15, 2023, the Partnership may redeem, in whole or in part, the SeriesA Preferred Units at a redemption price in cash of $25.00 per SeriesA Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. The Partnership must provide not less than 30 days’ and not more than 60 days’ advance written notice of any such redemption.
Upon the occurrence of a SeriesA Change of Control (as defined in the Amended and Restated Partnership Agreement), the Partnership may, at its option, redeem the SeriesA Preferred Units, in whole or in part, within 120 days after the first date on which such SeriesA Change of Control occurred, by paying $25.00 per SeriesA Preferred Unit, plus all accumulated and unpaid distributions to, but excluding, the date of redemption, whether or not declared. If, prior to the SeriesA Change of Control Conversion Date (as defined in the Amended and Restated Partnership Agreement), the Partnership exercises its redemption rights relating to SeriesA Preferred Units, holders of the SeriesA Preferred Units that the Partnership has elected to redeem will not have the conversion right discussed below related to a SeriesA Change of Control.
Upon the occurrence of a SeriesA Change of Control, each holder of SeriesA Preferred Units will have the right (unless, prior to the SeriesA Change of Control Conversion Date, the Partnership provides notice of its election to redeem the SeriesA Preferred Units) to convert some or all of the SeriesA Preferred Units held by such holder on the SeriesA Change of Control Conversion Date into a number of Common Units per SeriesA Preferred Unit to be converted equal to the lesser of (a)the quotient obtained by dividing (i)the sum of the $25.00 liquidation preference plus the amount of any accumulated and unpaid distributions to, but excluding, the SeriesA Change of Control Conversion Date (unless the SeriesA Change of Control Conversion Date is after a record date for a SeriesA Preferred Unit distribution payment and prior to the corresponding Distribution Payment Date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) by (ii)the Common Unit Price (as defined in the Amended and Restated Partnership Agreement) and (b)2.7100, subject, in each case, to certain exceptions and adjustments.
Any such redemptions would be effected only out of funds legally available for such purposes and would be subject to compliance with the provisions of the Partnership’s outstanding indebtedness.
Holders of SeriesA Preferred Units generally have no voting rights, except for limited voting rights with respect to (i)potential amendments to the Amended and Restated Partnership Agreement that would have a material adverse effect on the terms of the SeriesA Preferred Units, (ii)the creation or issuance of any Parity Securities (including any additional SeriesA Preferred Units) if the cumulative distributions payable on then outstanding SeriesA Preferred Units (or Parity Securities, if applicable) are in arrears, (iii)the creation or issuance of any Senior Securities and (iv)the declaration or payment of any distribution to the holders of Common Units out of capital surplus.
The foregoing description of the Amended and Restated Partnership Agreement is qualified in its entirety by reference to the full text of the Amended and Restated Partnership Agreement, which is attached as Exhibit3.1 to this Current Report on Form8-K and incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
GLOBAL PARTNERS LP ExhibitEX-3.1 2 a18-17726_6ex3d1.htm EX-3.1 Exhibit 3.1 Execution Version FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL PARTNERS LP TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Construction; Prior Distributions of Available Cash from Operating Surplus 22 ARTICLE II ORGANIZATION Section 2.1 Formation 23 Section 2.2 Name 23 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 23 Section 2.4 Purpose and Business 23 Section 2.5 Powers 24 Section 2.6 Power of Attorney 24 Section 2.7 Term 25 Section 2.8 Title to Partnership Assets 25 ARTICLE III RIGHTS OF LIMITED PARTNERS Section 3.1 Limitation of Liability 26 Section 3.2 Management of Business 26 Section 3.3 Outside Activities of the Limited Partners 26 Section 3.4 Rights of Limited Partners 26 ARTICLE IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS Section 4.1 Certificates 27 Section 4.2 Mutilated,…To view the full exhibit click here
About GLOBAL PARTNERS LP (NYSE:GLP)
Global Partners LP is a midstream logistics and marketing company. The Company is engaged in the purchasing, selling and logistics of transporting petroleum and related products, including domestic and Canadian crude oil, gasoline and gasoline blendstocks, distillates, residual oil, renewable fuels, natural gas and propane. It operates through three segments: Wholesale, Gasoline Distribution and Station Operations (GDSO), and Commercial. Its Wholesale segment engages in the logistics of selling, gathering, storage and transportation of refined petroleum products, renewable fuels, crude oil and propane. In the GDSO segment, gasoline distribution includes sales of branded and unbranded gasoline to gasoline station operators and sub jobbers. Its Commercial segment includes sales and deliveries to end user customers in the public sector and to commercial and industrial end users of unbranded gasoline, home heating oil, diesel, kerosene, residual oil, bunker fuel and natural gas.
