Item 1.01. Entry into a Material Definitive Agreement.
Indenture
On October 7, 2020, Global Partners LP, a Delaware limited partnership (the
"Partnership"), and GLP Finance Corp., a Delaware corporation ("Finance" and,
together with the Partnership, the "Issuers"), completed their previously
announced private placement of $350.0 million aggregate principal amount of the
Issuers' 6.875% senior notes due 2029 (the "Notes"). The Notes were issued
pursuant to an indenture, dated as of October 7, 2020 (the "Indenture"), by and
among the Issuers, certain subsidiaries of the Partnership as guarantors (the
"Guarantors"), and Regions Bank, as trustee.
The Notes will mature on January 15, 2029 with interest accruing at a rate of
6.875% per annum. Interest will be payable beginning July 15, 2021 and
thereafter semi-annually in arrears on January 15 and July 15 of each year. The
Notes are guaranteed on a joint and several senior unsecured basis by each of
the Guarantors to the extent set forth in the Indenture. Upon a continuing
event of default, the trustee or the holders of at least 25% in principal amount
of the Notes may declare the Notes immediately due and payable, except that an
event of default resulting from entry into a bankruptcy, insolvency or
reorganization with respect to the Issuers, any restricted subsidiary of the
Partnership that is a significant subsidiary or any group of its restricted
subsidiaries that, taken together, would constitute a significant subsidiary of
the Partnership, will automatically cause the Notes to become due and payable.
The Issuers will have the option to redeem up to 35% of the Notes prior to
October 15, 2023 at a redemption price (expressed as a percentage of principal
amount) of 106.875% plus accrued and unpaid interest, if any. The Issuers will
have the option to redeem the Notes, in whole or in part, at any time on or
after January 15, 2024, at the redemption prices of 103.438% for the
twelve-month period beginning on January 15, 2024, 102.292% for the twelve-month
period beginning January 15, 2025, 101.146% for the twelve-month period
beginning January 15, 2026, and 100% beginning on January 15, 2027 and at any
time thereafter, together with any accrued and unpaid interest to the date of
redemption. In addition, before January 15, 2024, the Issuers may redeem all or
any part of the Notes at a redemption price equal to the sum of the principal
amount thereof, plus a make whole premium, plus accrued and unpaid interest, if
any, to the redemption date. The holders of the notes may require the Issuers
to repurchase the Notes following certain asset sales or a Change of Control
Triggering Event (as defined in the Indenture) at the prices and on the terms
specified in the Indenture.
The Indenture contains covenants that will limit the Partnership's ability to,
among other things, incur additional indebtedness and issue preferred
securities, make certain dividends and distributions, make certain investments
and other restricted payments, restrict distributions by its subsidiaries,
create liens, sell assets or merge with other entities. Events of default under
the Indenture include (i) a default in payment of principal of, or interest or
premium, if any, on, the Notes, (ii) breach of the Partnership's covenants under
the Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any
payment default or acceleration of indebtedness of the Partnership or certain
subsidiaries if the total amount of such indebtedness unpaid or accelerated
exceeds $50.0 million and (v) failure to pay within 60 days uninsured final
judgments exceeding $50.0 million.
A copy of the Indenture is filed as Exhibit 4.1 to this Current Report on
Form 8-K. The description of the Indenture contained herein is qualified in its
entirety by the full text of such exhibit.
Registration Rights Agreement
On October 7, 2020, the Issuers and the Guarantors entered into a registration
rights agreement (the "Registration Rights Agreement") with BofA Securities,
Inc., as representative of the several initial purchasers named therein (the
"Initial Purchasers"). Under the Registration Rights Agreement, the Issuers and
the Guarantors have agreed to file and use commercially reasonable efforts to
cause to become effective a registration statement relating to an offer to
exchange the Notes for an issue of notes with terms identical to the Notes
(except that the exchange notes will not be subject to restrictions on transfer
or to any increase in annual interest rate for failure to comply with the
Registration Rights Agreement) that are registered under the Securities Act of
1933, as amended, so as to permit the exchange offer to be consummated by
December 1, 2021. Under specified circumstances, the Issuers and Guarantors
have also agreed to use commercially reasonable efforts to cause to become
effective a shelf registration statement relating to resales of the Notes. If
the exchange offer is not completed on or before December 1, 2021, the annual
interest rate borne by the Notes will be increased by 1.0% per annum until the
exchange offer is completed or the shelf registration statement is declared
effective (or automatically becomes effective).
A copy of the Registration Rights Agreement is filed as Exhibit 4.2 to this
Current Report on Form 8-K. The description of the Registration Rights
Agreement contained herein is qualified in its entirety by the full text of such
exhibit.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information included, or incorporated by reference, in Item 1.01 of this
Current Report is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
4.1 Indenture, dated October 7, 2020, among the Issuers, the Guarantors
and Regions Bank, as trustee.
4.2 Registration Rights Agreement, dated October 7, 2020, among the
Issuers, the Guarantors and the Initial Purchasers.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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