8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  October 16, 2023

GLOBAL PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware	001-32593	74-3140887
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 9161

800 South Street

Waltham, Massachusetts 02454-9161

(Address of Principal Executive Offices)


(781) 894-8800
(Registrant’s telephone number, including area code)

Check the 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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units representing limited partner interests	GLP	New York Stock Exchange
Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests	GLP pr A	New York Stock Exchange
9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests	GLP pr B	New York Stock Exchange

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 7.01. Regulation FD Disclosure

On October 16, 2023, Global Partners LP (the “Partnership”) issued a press release announcing that the Board of Directors (the “Board”) of its general partner, Global GP LLC, declared a quarterly cash distribution of $0.77501 per unit ($3.10 per unit on an annualized basis) on the Partnership’s fixed-to-floating rate Series A preferred units for the period from August 15, 2023 through November 14, 2023.  The applicable distribution rate on the Series A preferred units, as calculated by the Partnership’s calculation agent, is approximately 12.40%, based on a determination date of August 11, 2023.  On November 15, 2023, the Partnership will pay such cash distribution to its Series A preferred unitholders of record as of the opening of business on November 1, 2023.

The Board also declared a quarterly cash distribution of $0.59375 per unit ($2.375 per unit on an annualized basis) on the Partnership’s 9.50% fixed-rate Series B preferred units for the period from August 15, 2023 through November 14, 2023.  On November 15, 2023, the Partnership will pay such cash distribution to its Series B preferred unitholders of record as of the opening of business on November 1, 2023.

A copy of the Partnership’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibit
99.1	Global Partners LP Press Release dated October 16, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:  October 16, 2023	By:	/s/ Sean T. Geary
		Sean T. Geary
		Chief Legal Officer and Secretary

EX-99.1

Exibit 99.1

Global Partners Announces Cash Distributions on Series A and B Preferred Units

WALTHAM, Mass.--(BUSINESS WIRE)--October 16, 2023--Global Partners LP (NYSE: GLP) (the “Partnership”) announced today that the Board of Directors (the “Board”) of its general partner, Global GP LLC, has declared a cash distribution of $0.77501 per unit ($3.10 per unit on an annualized basis) on the Partnership’s fixed-to-floating rate Series A preferred units for the period from August 15, 2023 through November 14, 2023. The applicable distribution rate on the Series A preferred units, as calculated by the Partnership’s calculation agent, is approximately 12.40%, based on a determination date of August 11, 2023. This distribution will be payable on November 15, 2023 to holders of record as of the opening of business on November 1, 2023.

The Board also declared a cash distribution of $0.59375 per unit ($2.375 per unit on an annualized basis) on the Partnership’s 9.50% fixed-rate Series B preferred units for the period from August 15, 2023 through November 14, 2023. This distribution will be payable on November 15, 2023 to holders of record as of the opening of business on November 1, 2023.

Non-U.S. Withholding Information

This press release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100%) of GLP’s distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, GLP’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

About Global Partners LP

With approximately 1,700 locations primarily in the Northeast, Global Partners is one of the region’s largest independent owners, suppliers and operators of gasoline stations and convenience stores. Global also owns, controls or has access to one of the largest terminal networks in New England and New York, through which it distributes gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers. In addition, Global engages in the transportation of petroleum products and renewable fuels by rail from the mid-continental U.S. and Canada. Global, a master limited partnership, trades on the New York Stock Exchange under the ticker symbol “GLP.” For additional information, visit www.globalp.com.

Forward-looking Statements

Certain statements and information in this press release may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Global’s current expectations and beliefs concerning future developments and their potential effect on the Partnership. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Partnership will be those that it anticipates. Forward-looking statements involve significant risks and uncertainties (some of which are beyond the Partnership’s control) including, without limitation, uncertainty around the timing of an economic recovery in the United States which will impact the demand for the products we sell and the services that we provide, and assumptions that could cause actual results to differ materially from the Partnership’s historical experience and present expectations or projections. We believe these assumptions are reasonable given currently available information. Our assumptions and future performance are subject to a wide range of business risks, uncertainties and factors, which are described in our filings with the Securities and Exchange Commission (SEC).

For additional information regarding known material factors that could cause actual results to differ from the Partnership’s projected results, please see Global’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Global undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Contacts

Gregory B. Hanson
Chief Financial Officer
Global Partners LP
(781) 894-8800

Sean T. Geary
Chief Legal Officer and Secretary
Global Partners LP
(781) 894-8800

XML

Document and Entity Information	Oct. 16, 2023
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 16, 2023
Entity Registrant Name	GLOBAL PARTNERS LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32593
Entity Tax Identification Number	74-3140887
Entity Address, Address Line One	P.O. Box 9161
Entity Address, Address Line Two	800 South Street
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02454-9161
City Area Code	781
Local Phone Number	894-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001323468
Preferred Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests
Trading Symbol	GLP pr A
Security Exchange Name	NYSE
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Units representing limited partner interests
Trading Symbol	GLP
Security Exchange Name	NYSE
9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests [Member]
Entity Listings [Line Items]
Title of 12(b) Security	9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests
Trading Symbol	GLP pr B
Security Exchange Name	NYSE