AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of report (Date of earliest event reported): April
name of registrant as specified in its charter)
(State or other jurisdiction
P.O. Box 9161
800 South Street
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
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 ⃞
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. ⃞
Item 1.01. Entry into a Material Definitive Agreement
The description of the amendment to the Credit Agreement under Item 2.03
below is incorporated in this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
On April 25, 2017, with an effective date of April 26, 2017, Global
Partners LP (the “Partnership”), its operating company, its operating
subsidiaries and GLP Finance Corp. entered into a Third Amended and
Restated Credit Agreement (the “Credit Agreement”), with Aggregate
Commitments (as defined in the Credit Agreement) available in the amount
of $1.3 billion. The Credit Agreement will mature on April 30, 2020.
There are two facilities under the Credit Agreement:
-- a working capital revolving credit facility to be used for
working capital purposes and letters of credit in the principal amount
equal to the lesser of the Partnership’s borrowing base and $850.0
-- a $450.0 million revolving credit facility to be used for
acquisitions, joint ventures, capital expenditures, letters of credit
and general corporate purposes.
In addition, the Credit Agreement has an accordion feature whereby the
borrowers may request on the same terms and conditions then applicable
to the Credit Agreement, provided no Event of Default (as defined in the
Credit Agreement) then exists, an increase to the working capital
revolving credit facility, the revolving credit facility, or both, by up
to another $300.0 million, in the aggregate, for a total credit facility
of up to $1.6 billion. Any such request for an increase by the
borrowers must be in a minimum amount of $5.0 million.
In addition, the Credit Agreement includes a swing line pursuant to
which Bank of America, N.A., as the swing line lender, may make swing
line loans in U.S. Dollars in an aggregate amount equal to the lesser of
(a) $75.0 million and (b) the Aggregate WC Commitments (as defined in
the Credit Agreement). Swing line loans will bear interest at the Base
Rate (as defined in the Credit Agreement). The swing line is a
sub-portion of the working capital revolving credit facility and is not
an addition to the total available commitments of $1.3 billion.
Borrowings under the Credit Agreement are available in U.S. Dollars and
Canadian Dollars. The aggregate amount of loans made under the Credit
Agreement denominated in Canadian Dollars cannot exceed $200.0 million.
Availability under the working capital revolving credit facility is
subject to a borrowing base which is redetermined from time to time and
based on specific advance rates on eligible current assets. Under the
Credit Agreement, borrowings under the working capital revolving credit
facility cannot exceed the then current borrowing base.
Borrowings under the working capital revolving credit facility bear
interest at (1) the Eurocurrency rate plus 2.00% to 2.50%, (2) the cost
of funds rate plus 2.00% to 2.50%, or (3) the base rate plus 1.00% to
1.50%, each depending on the Utilization Amount (as defined in the
Borrowings under the revolving credit facility bear interest at (1) the
Eurocurrency rate plus 2.00% to 3.00%, which was reduced from the
Eurocurrency rate plus 2.25% to 3.50% (2) the cost of funds rate plus
2.00% to 3.00%, which was reduced from the cost of funds rate plus 2.25%
to 3.50%, or (3) the base rate plus 1.00% to 2.00% which was reduced
from the base rate plus 1.25% to 2.50%, each depending on the Combined
Total Leverage Ratio (as defined in the Credit Agreement).
The Credit Agreement provides for a letter of credit fee equal to the
then applicable working capital rate or then applicable revolver rate
(each such rate as defined in the Credit Agreement) per annum for each
letter of credit issued. In addition, the Partnership incurs a
commitment fee on the unused portion of each facility under the Credit
Agreement, ranging from 0.350% to 0.50% per annum.
The Credit Agreement is secured by substantially all of the assets of
the Partnership and the Partnership’s wholly-owned subsidiaries and is
guaranteed by the Partnership and its subsidiaries, Bursaw Oil LLC,
Global Partners Energy Canada ULC, Warex Terminals Corporation, Drake
Petroleum Company, Inc., Puritan Oil Company, Inc. and Maryland Oil
Company, Inc. The Credit Agreement imposes certain requirements on the
borrowers including, for example, a prohibition against distributions if
any potential default or Event of Default (as defined in the Credit
Agreement) would occur as a result thereof, and certain limitations on
the Partnership’s ability to grant liens, make certain loans or
investments, incur additional indebtedness or guarantee other
indebtedness, make any material change to the nature of the
Partnership’s business or undergo a fundamental change, make any
material dispositions, acquire another company, enter into a merger,
consolidation, sale leaseback transaction or purchase of assets, or make
capital expenditures in excess of specified levels.
The Credit Agreement also added (or increased as the case may be)
certain baskets that were not included in the prior credit agreement,
including: (i) a $25.0 million general secured indebtedness basket, (ii)
a $25.0 million general investment basket, (iii) a $75.0 million secured
indebtedness basket to permit the borrowers to enter into a Contango
Facility (as defined in the Credit Agreement), (iv) an increase in the
Sale/Leaseback Transaction (as defined in the Credit Agreement) basket
from $75.0 million to $100.0 million, and (v) a basket of $50.0 million
in an aggregate amount over the life of the Credit Agreement for the
purchase of common units of the Partnership, provided that no Event of
Default exists or would occur immediately following such purchase(s).
In addition, the Credit Agreement provides the ability for borrowers to
repay certain junior indebtedness, subject to a $100.0 million cap, so
long as no Event of Default has occurred or will exist immediately after
making such repayment.
The Credit Agreement imposes financial covenants that require the
borrowers to maintain certain minimum working capital amounts, a minimum
combined interest coverage ratio, a maximum senior secured leverage
ratio and a maximum total leverage ratio.
The Credit Agreement limits distributions to unitholders to Available
Cash (as defined in the Partnership Agreement of the Partnership).
The lending group under the Credit Agreement is comprised of the
following institutions: Bank of America, N.A.; JPMorgan Chase Bank,
N.A.; Wells Fargo Bank, N.A.; Citizens Bank, N.A.; Societe Generale; BNP
Paribas; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; BMO Harris Financing,
Inc.; Credit Agricole Corporate and Investment Bank; Cooperative
Rabobank U.A. New York Branch; Santander Bank, N.A.; Deutsche Bank AG,
New York Branch; TD Bank, N.A.; Regions Bank; Raymond James Bank, N.A.;
Barclays Bank PLC; Customers Bank; Webster Bank, National Association;
People’s United Bank, National Association; Fifth Third Bank; Blue Hills
Bank; and Keybank National Association.
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
Global GP LLC,
its general partner
May 1, 2017
/s/ Edward J. Faneuil
Executive Vice President,
General Counsel and Secretary