UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 15, 2022, Global Partners LP (the “Partnership”), as Buyer, entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Gulf Oil Limited Partnership (the “Seller”) pursuant to which the Partnership will acquire all the issued and outstanding equity interests of New Haven NewCo, Woodbury NewCo, Portland NewCo, Linden NewCo and Chelsea NewCo, each as defined in the Purchase Agreement (collectively, the “Target Companies”), for a purchase price of $273 million in cash, subject to certain customary adjustments to, primarily, take into account the actual amount of certain assets and liabilities of the Target Companies as of the closing date (the “Gulf Transaction”). The Target Companies each will contain all of the assets exclusively related to the ownership and operation of, and the receipt, storage and throughput of refined products at certain operating, refined-products terminals located in New Haven, CT, Thorofare, NJ, Portland, ME, Linden, NJ and Chelsea, MA, respectively. The five terminals have an aggregate storage capacity of approximately 3.9 million barrels.
Closing of the Gulf Transaction is expected in the first half of 2023 and is conditioned upon the satisfaction or waiver of customary closing conditions, including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, closing of the Pre-Closing Reorganization (as defined in the Purchase Agreement) and delivery of specified deliverables required by the Purchase Agreement.
The Purchase Agreement contains customary representations and warranties and covenants by each of the parties. Among other covenants, during the period between the execution of the Purchase Agreement and the closing of the Gulf Transaction, the Seller has agreed to, and to cause its subsidiaries to, conduct its business in the ordinary course of business and will not, and will cause its subsidiaries not to, with respect to its business and the Target Companies, engage in certain types of activities and transactions.
At closing, subject to the terms and conditions set forth in the Purchase Agreement, the Partnership will assume certain liabilities and obligations of the Seller related to the Target Companies, excluding certain environmental liabilities retained by the Seller as identified in the Purchase Agreement.
The Partnership expects to finance the Gulf Transaction with borrowings under its revolving credit facility.
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: December 19, 2022 | By: | /s/ Sean T. Geary |
| Sean T. Geary | ||
| Chief Legal Officer and Secretary | ||