As filed with the Securities and Exchange Commission
on March 1, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Global Partners LP*
GLP Finance Corp. |
(Exact name of registrant as specified in its charter) |
|
Delaware |
|
74-3140887 |
Delaware |
|
20-8324983 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
|
P.O. Box 9161
800 South St.
Waltham, Massachusetts 02454-9161
(781) 894-8800 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
|
Sean T. Geary
P.O. Box 9161
800 South St.
Waltham, Massachusetts 02454-9161
(781) 894-8800 |
(Name, address, Including zip code, and telephone number, including area code, of agent for service) |
|
|
|
Copies to:
Brenda Lenahan
Stancell Haigwood
Vinson & Elkins L.L.P.
1114 Avenue of the Americas, 32nd Floor
New York, New York 10036
(212) 237-0000 |
|
|
|
Approximate date of commencement of proposed
sale to the public:
From time to time after this Registration Statement
becomes effective. |
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: ¨
If
any of the securities registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box: x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 426(e) under the Securities Act, check the following box. x
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
x |
Accelerated filer |
¨ |
Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
|
|
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 7(a)(2)(B) of the Securities Act. ¨
| * | Includes subsidiaries of Global Partners LP identified on the following page that may guarantee the debt securities. |
TABLE OF ADDITIONAL REGISTRANTS
Exact Name
of Registrant as Specified in Its Charter |
State or Other
Jurisdiction of
Incorporation or
Organization |
IRS Employer
Identification Number |
Global Operating LLC |
Delaware |
74-3140890 |
Global Companies LLC |
Delaware |
04-3443029 |
Glen Hes Corp. |
Delaware |
04-3540423 |
Global Montello Group Corp. |
Delaware |
04-3443028 |
Chelsea Sandwich LLC |
Delaware |
04-3443027 |
Alliance Energy LLC |
Massachusetts |
04-3082096 |
Bursaw Oil LLC |
Massachusetts |
04-1137410 |
Cascade Kelly Holdings LLC |
Oregon |
27-1455470 |
Global Partners Energy Canada ULC |
Alberta, Canada |
N.A. |
Warren Equities, Inc. |
Delaware |
05-0352363 |
Warex Terminals Corporation |
New York |
14-1470268 |
Drake Petroleum Company, Inc. |
Massachusetts |
04-2236089 |
Puritan Oil Company, Inc. |
New Jersey |
21-0647639 |
Maryland Oil Company, Inc. |
Delaware |
52-2173087 |
Basin Transload, LLC. |
Delaware |
26-3777171 |
Global Everett Landco LLC |
Delaware |
93-3410719 |
Meridian Bunker Corp. |
Delaware |
93-3145669 |
Global Terminal Holdings LLC |
Delaware |
93-4326091 |
SPR Holdings LLC |
Delaware |
38-4249423 |
SPR Operator LLC |
Delaware |
92-1416860 |
The address for each additional registrant is
P.O. Box 9161, 800 South Street, Waltham, Massachusetts 02454-9161, and the telephone number for each additional registrant is (781)
894-8800.
PROSPECTUS
GLOBAL
PARTNERS LP
Common
Units Representing Limited Partner Interests
Preferred Units Representing Limited Partner Interests
Other Classes of Units Representing Limited Partner Interests
GLOBAL
PARTNERS LP
GLP FINANCE CORP.
Debt Securities
We may offer, from time to time, in one or more
series, the following securities under this prospectus:
| • | common units representing limited partner interests in Global Partners LP; |
| • | preferred units representing limited partner interests in Global Partners LP; |
| • | other classes of units representing limited partner interests in Global Partners LP; and |
| • | debt securities of Global Partners LP and GLP Finance Corp. |
Subsidiaries of Global Partners LP may guarantee
the debt securities.
This prospectus describes the general terms of
these securities and the general manner in which we will offer the securities. The specific terms of any securities we offer will be included
in a supplement to this prospectus. The prospectus supplement will also describe the specific manner in which we will offer the securities.
We will sell these securities through underwriters on a firm commitment basis. The names of any underwriters and the specific terms of
a plan of distribution will be stated in a supplement to this prospectus.
You should carefully read this prospectus and
any prospectus supplement before you invest. You should also read the documents we refer to in the “Information We Incorporate by
Reference” and “Where You Can Find More Information” sections of this prospectus for information on us and our financial
statements.
Our common units are traded on the New York Stock
Exchange under the symbol “GLP.”
We will provide information in the prospectus
supplement for the trading market, if any, for any other securities we may offer.
Investing in our securities involves risks.
Limited partnerships are inherently different from corporations. You should carefully consider each of the factors referred to under “Risk
Factors” beginning on page 8 of this prospectus and contained in the applicable prospectus supplement before you make an investment
in our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is March 1, 2024.
TABLE OF CONTENTS
You should rely only on the information contained
in or incorporated by reference into this prospectus and any prospectus supplement. We have not authorized anyone to provide you with
additional or different information. If anyone provides you with different or additional information, you should not rely on it. This
prospectus and any prospectus supplement are not an offer to sell, nor a solicitation of an offer to buy, these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any
date other than the date on the front cover of this prospectus, or that the information contained in any document incorporated by reference
is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus
or any sale of a security.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement
on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration
process. Under this shelf registration process, we may, from time to time, sell any combination of the securities described in this prospectus
in one or more offerings. Each time we offer securities with this prospectus, we will provide this prospectus and a prospectus supplement
that will describe, among other things, the specific amounts and prices of the securities being offered and the terms of the offering,
including, in the case of the preferred units representing limited partner interests in Global Partners LP, other classes of units representing
limited partner interests in Global Partners LP and debt securities, the specific terms of the securities. The prospectus supplement may
also add to, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus
and any prospectus supplement, you should rely on the information in that prospectus supplement.
The information in this prospectus is accurate
as of its date. Therefore, before you invest in our securities, you should carefully read this prospectus and any prospectus supplement
and the additional information described under the heading “Where You Can Find More Information.”
Unless otherwise indicated or the context requires
otherwise, references in this prospectus to “Global Partners LP,” “we,” “our,” “us” or
like terms refer to Global Partners LP and its subsidiaries.
INFORMATION
WE INCORPORATE BY REFERENCE
We “incorporate by reference” into
this prospectus information we have filed with the SEC, which means that we disclose important information to you without actually including
the specific information in this prospectus by referring you to another document filed with the SEC. The information incorporated by reference
is an important part of this prospectus. Information that we file later with the SEC will automatically supersede information in this
prospectus and information previously filed with the SEC and incorporated by reference. Therefore, before you decide to invest in a particular
offering under this prospectus, you should always check for reports we may have filed with the SEC after the date of this prospectus.
We incorporate by reference into this prospectus
the documents listed below:
| • | Our Current Reports on Form 8-K filed on January 2,
2024, January 4,
2024, January 18,
2024, February 8,
2024 and February 28,
2024, and Form 8-K/A filed on February 29, 2024 (excluding
any information furnished under Item 2.02 or 7.01 on any Current Report on Form 8-K); |
In addition, we incorporate by reference in this
prospectus any future filings made by Global Partners LP with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”) (excluding any information furnished and not filed with the SEC) after the date
on which the registration statement that includes this prospectus was initially filed with the SEC (including all such documents we may
file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) and
until all offerings under this shelf registration statement are terminated.
WHERE
YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements
of the Exchange Act, and, in accordance therewith, file reports and other information with the SEC. Such material may be accessed electronically
by means of the SEC’s home page on the Internet (www.sec.gov). We also make available free of charge on our website,
at http://www.globalp.com, all materials that we file electronically with the SEC as soon as reasonably practicable after we electronically
file such information with the SEC. Neither our website nor anything contained therein is a part of or incorporated by reference into
this prospectus.
You also may request a copy of any document incorporated
by reference in this prospectus and any exhibit specifically incorporated by reference in those documents, at no cost, by writing or calling
us at the following:
Global Partners LP
Attention: Office of the General Counsel
P.O. Box 9161
800 South St.
Waltham, Massachusetts 02454-9161
(781) 894-8800
INFORMATION
REGARDING FORWARD-LOOKING STATEMENTS
Some of the information contained in or incorporated
by reference in this prospectus may contain forward-looking statements. Forward-looking statements include, without limitation, any statement
that may project, indicate or imply future results, events, performance or achievements, and may contain the words “may,”
“believe,” “should,” “could,” “expect,” “anticipate,” “plan,”
“intend,” “estimate,” “continue,” “will likely result” or other similar expressions although
not all forward-looking statements contain such identifying words. In addition, any statement made by our management concerning future
financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions
by us are also forward-looking statements. Forward-looking statements are not guarantees of performance. Although we believe these forward-looking
statements are based on reasonable assumptions, statements made regarding future results are subject to a number of assumptions, uncertainties
and risks, many of which are beyond our control, which may cause future results to be materially different from the results stated or
implied in this document. These risks and uncertainties include, among other things:
| • | We may not have sufficient cash from operations to enable us to pay distributions on our Series A Preferred Units or Series B
Preferred Units (each as defined below) or maintain distributions on our common units at current levels following establishment of cash
reserves and payment of fees and expenses, including payments to our general partner. |
| • | A significant decrease in price or demand for the products we sell or a significant increase in the cost of our logistics activities
could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. |
| • | The impact on the global economy and commodity prices resulting from the conflicts in Ukraine and the Middle East may have a negative
impact on our financial condition and results of operations. |
| • | We depend upon marine, pipeline, rail and truck transportation services for the petroleum products we purchase and sell. Regulations
and directives related to these aforementioned services as well as a disruption in any of these transportation services could have an
adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. |
| • | We have contractual obligations for certain transportation assets such as barges and railcars. A decline in demand for the products
we sell could result in a decrease in the utilization of our transportation assets, which could negatively impact our financial condition,
results of operations and cash available for distribution to our unitholders. |
| • | We may not be able to fully implement or capitalize upon planned growth projects. Even if we consummate acquisitions or expend capital
in pursuit of growth projects that we believe will be accretive, they may in fact result in no increase or even a decrease in cash available
for distribution to our unitholders. |
| • | We may not be able to realize expected returns or other anticipated benefits associated with our joint ventures. |
| • | Erosion of the value of major gasoline brands could adversely affect our gasoline sales and customer traffic. |
| • | Our motor fuel sales could be significantly reduced by a reduction in demand due to higher prices and new technologies and alternative
fuel sources, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles. In addition, changing
consumer preferences or driving habits could lead to new forms of fueling destinations or potentially fewer customer visits to our sites,
resulting in a decrease in gasoline sales and/or sales of food, sundries and other on-site services. |
| • | Effects of climate change and impacts to areas prone to sea level rise or other extreme weather events could have the potential to
adversely affect our assets and operations. |
| • | Changes in government usage mandates and tax credits could adversely affect the availability and pricing of ethanol and renewable
fuels, which could negatively impact our sales. |
| • | Our petroleum and related products sales, logistics activities, convenience store operations and results of operations have been and
could continue to be adversely affected by, among other things, changes in the petroleum products market structure, product differentials
and volatility (or lack thereof), regulations that adversely impact the market for transporting petroleum and related products, severe
weather conditions, significant changes in prices, labor and equipment shortages and interruptions in transportation services and other
necessary services and equipment, such as railcars, barges, trucks, loading equipment and qualified drivers. |
| • | Our risk management policies cannot eliminate all commodity risk, basis risk or the impact of unfavorable market conditions, each
of which can adversely affect our financial condition, results of operations and cash available for distribution to our unitholders. In
addition, any noncompliance with our risk management policies could result in significant financial losses. |
| • | Our results of operations are affected by the overall forward market for the products we sell, and pricing volatility may adversely
impact our results. |
| • | Our businesses could be affected by a range of issues, such as changes in demand, commodity prices, energy conservation, competition,
the global economic climate, movement of products between foreign locales and within the United States, changes in refiner demand, weekly
and monthly refinery output levels, changes in the rate of inflation or deflation, changes in local, domestic and worldwide inventory
levels, changes in health, safety and environmental regulations, including, without limitation, those related to climate change, additional
government regulations related to the products we sell, failure to obtain permits, amend existing permits for permits for expansion and/or
to address changes to our assets and underlying operations, or renew existing permits on terms favorable to us, seasonality, supply, weather
and logistics disruptions and other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of refined
products, gasoline blendstocks, renewable fuels and crude oil. |
| • | We may experience more demand for gasoline during the late spring and summer months than during the fall and winter months. |
| • | Warmer weather conditions adversely affect our home heating oil and residual oil sales. Our sales of home heating oil and residual
oil continue to be reduced by conversions to natural gas and/or electric heat pumps and by utilization of propane and/or natural gas (instead
of heating oil) as primary fuel sources. |
| • | Increases and/or decreases in the prices of the products we sell could adversely impact the amount of availability for borrowing working
capital under our credit agreement, which has borrowing base limitations and advance rates. |
| • | We are exposed to trade credit risk and risk associated with our trade credit support in the ordinary course of our businesses. |
| • | The condition of credit markets may adversely affect our liquidity. |
| • | Operating and financial covenants and borrowing base requirements included in our debt instruments as well as our debt levels could
impact our access to sources of financing and our ability to pursue business activities. |
| • | A significant increase in interest rates could adversely affect our results of operations and cash available for distribution to our
unitholders and our ability to service our indebtedness. |
| • | Governmental action and campaigns to discourage smoking and use of other products could have an adverse effect on our financial condition,
results of operations and cash available for distribution to our unitholders. |
| • | Our results can be adversely affected by unforeseen events, such as adverse weather, natural disasters, terrorism, cyber attacks,
pandemics, or other catastrophic events. |
| • | Our businesses, including our gasoline station and convenience store business, expose us to litigation which could result in an unfavorable
outcome or settlement of one or more lawsuits where insurance proceeds are insufficient or otherwise unavailable. |
| • | A disruption to our information technology systems, including cybersecurity, could significantly limit our ability to manage and operate
our businesses. |
| • | We are exposed to performance risk in our supply chain. |
| • | Our businesses are subject to federal, state and municipal environmental and non-environmental regulations which could significantly
impact our operations, increase our costs and have a material adverse effect on such businesses. |
| • | Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which could permit them to favor their
own interests to the detriment of our unitholders. |
| • | Unitholders have limited voting rights and are not entitled to elect our general partner or its directors or remove our general partner
without the consent of the holders of at least 66 2∕3% of the outstanding common units (including common units held by our general
partner and its affiliates), which could lower the trading price of our units. |
| • | Our tax treatment depends on our status as a partnership for federal income tax purposes. |
| • | Unitholders may be required to pay taxes on their share of our
income even if they do not receive any cash distributions from us. |
Additional information about risks and uncertainties
that could cause actual results to differ materially from forward-looking statements is contained under the heading “Risk Factors”
included elsewhere in this prospectus, in our most recent Annual Report on Form 10-K and, to the extent applicable, in our Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. Developments in any of these areas could cause our results to differ materially
from results that have been or may be anticipated or projected.
All forward-looking statements included in this
prospectus, any prospectus supplement and the documents we incorporate by reference and all subsequent written or oral forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.
The forward-looking statements speak only as of the date of this prospectus or, in the case of forward-looking statements contained in
any document incorporated by reference, the date of such document, and we expressly disclaim any obligation or undertaking to update these
statements to reflect any change in our expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking
statement is based.
ABOUT
GLOBAL PARTNERS LP
We are a master limited partnership formed in
March 2005. We own, control or have access to a large terminal network of refined petroleum products and renewable fuels—with
strategic rail and/or marine assets—spanning from Maine to Florida and into the U.S. Gulf states. We are one of the largest independent
owners, suppliers and operators of gasoline stations and convenience stores, primarily in Massachusetts, Maine, Connecticut, Vermont,
New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”) and Maryland and Virginia.
As of December 31, 2023, we had a portfolio of 1,627 owned, leased and/or supplied gasoline stations, including 341 directly operated
convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our unconsolidated
affiliate, Spring Partners Retail LLC (“SPR”). We are also one of the largest distributors of gasoline, distillates, residual
oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. We engage in the purchasing,
selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks
(such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and
in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada.
We purchase refined petroleum products, gasoline
blendstocks, renewable fuels and crude oil primarily from domestic and foreign refiners and ethanol producers, crude oil producers, major
and independent oil companies and trading companies. We operate our businesses under three segments: (i) Wholesale, (ii) Gasoline
Distribution and Station Operations and (iii) Commercial.
Global GP LLC, our general partner, manages our
operations and activities and employs our officers and substantially all of our personnel, except for most of our gasoline station and
convenience store employees who are employed by our wholly owned subsidiary, Global Montello Group Corp. and for substantially all of
the employees who primarily or exclusively provide services to SPR, who are employed by SPR Operator LLC, a wholly owned subsidiary of
ours.
Our principal executive offices are located at
P.O. Box 9161, 800 South Street, Waltham, Massachusetts 02454-9161, and our telephone number is (781) 894-8800. Our website is located
at http://www.globalp.com. Information on our website is not incorporated by reference into this prospectus and does not constitute
a part of this prospectus.
For additional information as to our business,
properties and financial condition, please refer to the documents cited in “Information We Incorporate by Reference.”
ABOUT
GLP FINANCE CORP.
GLP Finance Corp. was incorporated under the laws
of the State of Delaware in January 2007, is wholly owned by Global Partners LP and has no material assets or any liabilities other
than as a co-issuer of debt securities. Its activities are limited to co-issuing debt securities and engaging in other activities incidental
thereto.
RISK
FACTORS
An investment in our securities involves a significant
degree of risk. Before you invest in our securities, you should carefully consider those risk factors included in our most recent Annual
Report on Form 10-K, as supplemented by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are incorporated
herein by reference, and those risk factors that may be included in the applicable prospectus supplement, together with all of the other
information included in this prospectus, any prospectus supplement and the documents we incorporate by reference in evaluating an investment
in our securities.
If any of the risks discussed in the foregoing
documents were to occur, our business, financial condition, results of operations and cash flows could be materially adversely affected.
In that case, we may be unable to pay distributions to our unitholders, or pay interest on, or the principal of, any debt securities.
In that event, the trading price of our securities could decline and you could lose all or part of your investment.
USE
OF PROCEEDS
Except as otherwise provided in the applicable
prospectus supplement, we will use the net proceeds we receive from the sale of the securities covered by this prospectus for general
partnership purposes, including repayment of debt, acquisitions and capital expenditures.
The actual application of proceeds we receive
from the sale of any particular offering of securities using this prospectus will be described in the applicable prospectus supplement
relating to such offering.
DESCRIPTION
OF THE COMMON UNITS AND THE PREFERRED UNITS
The Common Units
The common units represent limited partner interests
in us. The holders are entitled to participate in partnership distributions and are entitled to exercise the rights or privileges available
to limited partners under our partnership agreement. For a description of the relative rights and preferences of holders of common units
in and to partnership distributions, please read this section and “How We Make Cash Distributions.” For a description of the
voting rights, rights of distribution upon liquidation and other rights and privileges of limited partners, including our common units,
under our partnership agreement, please read “The Partnership Agreement.”
Transfer Agent and Registrar
Duties
Equiniti Trust Company, LLC serves as registrar
and transfer agent for the common units. We pay all fees charged by the transfer agent for transfers of common units, except the following,
which must be paid by unitholders:
| • | surety bond premiums to replace lost or stolen certificates, taxes and other governmental charges; |
| • | special charges for services requested by a holder of a common unit; and |
| • | other similar fees or charges. |
There is no charge to unitholders for disbursements
of our cash distributions. We will indemnify the transfer agent, its agents and each of their stockholders, directors, officers and employees
against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability
due to any gross negligence or intentional misconduct of the indemnified person or entity.
Resignation or Removal
The transfer agent may resign, by notice to us,
or be removed by us. The resignation or removal of the transfer agent will become effective upon our appointment of a successor transfer
agent and registrar and its acceptance of the appointment. If no successor has been appointed and has accepted the appointment within
30 days after notice of the resignation or removal, our general partner may act as the transfer agent and registrar until a successor
is appointed.
Transfer of Common Units
By acceptance of the transfer of a common unit
in accordance with our partnership agreement, the transferee of common units:
| • | becomes the record holder of the common units and is an assignee until admitted into our partnership as a substituted limited partner; |
| • | automatically requests admission as a substituted limited partner in our partnership; |
| • | agrees to be bound by the terms and conditions of, and executes, our partnership agreement; |
| • | represents that the transferee has the capacity, power and authority to enter into our partnership agreement; |
| • | grants powers of attorney to officers of our general partner and any liquidator of us as specified in our partnership agreement; and |
| • | gives the consents, covenants, representations and approvals contained in our partnership agreement, such as the approval of all transactions
and agreements we entered into in connection with our initial public offering. |
An assignee will become a substituted limited
partner of our partnership for the transferred common units automatically upon the recording of the transfer on our books and records.
Our general partner will cause any unrecorded transfers to be recorded on our books and records no less frequently than quarterly.
A transferee’s broker, agent or nominee
may complete, execute and deliver a transfer application. A transferee’s broker, agent or nominee may complete, execute and deliver
a transfer application. We are entitled to treat the nominee holder of a common unit as the absolute owner. In that case, the beneficial
holder’s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial
owner and the nominee holder.
Common units are securities and are transferable
according to the laws governing transfer of securities. In addition to other rights acquired upon transfer, the transferor gives the transferee
the right to request admission as a substituted limited partner in our partnership for the transferred common units.
Until a common unit has been transferred on our
books, we and the transfer agent may treat the record holder of the unit as the absolute owner for all purposes, except as otherwise required
by law or stock exchange regulations.
Number of Common Units
As of February 26, 2024, we had outstanding
33,995,563 common units. Our common units are traded on the NYSE (as defined below) under the symbol “GLP.”
The Preferred Units
Except in the case of the issuance of units that
rank equal to or senior to our Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Series A
Preferred Units”) and 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units (“Series B Preferred
Units”), our partnership agreement authorizes us to issue additional classes or series of equity interest in Global Partners LP
for the consideration of and with the designations, preferences, rights, power and duties established by our general partner without the
approval of any of our limited partners. In accordance with Delaware law and the provisions of our partnership agreement, we may issue
additional partnership interests that have special voting rights to which our common units are not entitled. For a description of the
Series A Preferred Units and Series B Preferred Units, please read “—Series A Preferred Units” and “—Series B
Preferred Units,” respectively.
Should we offer preferred units under this prospectus,
a prospectus supplement relating to the particular series of preferred units offered will include the specific terms of those preferred
units, including, among other things, the following:
| • | the designation, stated value and liquidation preference of the preferred units and the number of preferred units offered; |
| • | the price at which the preferred units will be issued; |
| • | the conversion or exchange provisions of the preferred units, if any; |
| • | the distribution rights of the preferred units, if any; |
| • | a discussion of any additional material federal income tax considerations regarding the preferred units; and |
| • | any additional rights, preferences, privileges, limitations and restrictions of the preferred units. |
Series A Preferred Units
Our Series A Preferred Units are listed on
the New York Stock Exchange (the “NYSE”) under the symbol “GLP pr A.”
We have appointed Equiniti Trust Company, LLC
as the paying agent (the “Paying Agent”), and the registrar and transfer agent (the “Registrar and Transfer Agent”),
for the Series A Preferred Units. The address of the Paying Agent and the Registrar and Transfer Agent is 6201 15th Avenue, Brooklyn,
New York, 11219.
Ranking
The Series A Preferred Units, with respect
to quarterly distributions and amounts payable upon the liquidation, winding-up and dissolution of our affairs, rank:
| • | senior to our common units, the incentive distribution rights and to each other class or series of limited partner interests or other
equity securities established after the original issue date of the Series A Preferred Units that is not expressly made senior to
or on parity with the Series A Preferred Units as to the payment of distributions and amounts payable on a liquidation event (individually
and collectively, the “Series A Junior Securities”); |
| • | on parity with each other and any class or series of limited partner interests or other equity securities established after the original
issue date of the Series A Preferred Units with terms expressly providing that such class or series ranks on parity with the Series A
Preferred Units as to the payment of distributions or amounts payable upon a liquidation event, as applicable (individually and collectively,
but excluding Series A Senior Securities (as defined below), the “Series A Parity Securities”) (including the Series B
Preferred Units); |
| • | junior to any class or series of limited partner interests or equity securities established after the original issue date of the Series A
Preferred Units with terms expressly made senior to the Series A Preferred Units as to the payment of distributions or amounts payable
upon a liquidation event (individually and collectively, “Series A Senior Securities”); and |
| • | junior to all of our existing and future indebtedness and other liabilities with respect to assets available to satisfy claims against
us. |
Under our partnership agreement, we may issue
Series A Junior Securities from time to time in one or more series without the consent of the holders of the Series A Preferred
Units. The board of directors of our general partner has the authority to determine the designations, preferences, rights, powers, and
duties of any such series before the issuance of any units of that series. The board of directors of our general partner will also determine
the number of units constituting each series of securities. Our ability to issue additional Series A Parity Securities in certain
circumstances or Series A Senior Securities is limited as described under “— Voting Rights.”
Liquidation Rights
Any amount distributed by us upon our liquidation
will be made to our partners in accordance with their respective positive capital account balances. The holders of outstanding Series A
Preferred Units will first be specially allocated items of our gross income and gain in a manner designed to cause, in the event of any
liquidation, dissolution, or winding up of our affairs (whether voluntary or involuntary), such holders to have a positive capital balance
equal to the liquidation preference of $25.00 per Series A Preferred Unit. If the amount of our gross income and gain available to
be specially allocated to the holders of outstanding Series A Preferred Units is not sufficient to cause the capital account of a
Series A Preferred Unit to equal the liquidation preference of a Series A Preferred Unit, then the amount that a holder of Series A
Preferred Units would receive upon liquidation may be less than the Series A Preferred Unit liquidation preference. Any accumulated
and unpaid distributions on the Series A Preferred Units will be paid prior to any distributions in liquidation made in accordance
with capital account balances. The rights of the holders of Series A Preferred Units to receive the liquidation preference will be
subject to the rights of the holders of any Series A Senior Securities and the proportional rights of holders of Series A Parity
Securities (including the Series B Preferred Units) in liquidation.
Voting Rights
Except as set forth in our partnership agreement
(as described below) or as otherwise required by Delaware law, the Series A Preferred Units have no voting rights.
Unless we have received the affirmative vote or
consent of the holders of at least two-thirds of the outstanding Series A Preferred Units, voting as a separate class, we may not
adopt any amendment to our partnership agreement that has a material adverse effect on the terms of the Series A Preferred Units.
For the avoidance of doubt, for purposes of this voting requirement, any amendment to our partnership agreement (i) relating to the
issuance of additional limited partner interests (subject to the voting rights regarding the issuance of Series A Parity Securities
or Series A Senior Securities discussed below) and (ii) in connection with a merger or another transaction in which we are the
surviving entity and the Series A Preferred Units remain outstanding with the terms thereof materially unchanged in any respect adverse
to the holders of Series A Preferred Units, will be deemed to not materially adversely affect the terms of the holders of Series A
Preferred Units.
In addition, unless we have received the affirmative
vote or consent of the holders of at least two-thirds of the outstanding Series A Preferred Units, voting as a class together with
holders of any Series A Parity Securities upon which like voting rights have been conferred and are exercisable (including the Series B
Preferred Units), we may not:
| • | create or issue any Series A Parity Securities (including any additional Series A Preferred Units and Series B Preferred
Units) if the cumulative distributions payable on then outstanding Series A Preferred Units (or Series A Parity Securities,
if applicable) are in arrears; |
| • | create or issue any Series A Senior Securities; or |
| • | declare or pay any distributions to our common unitholders out of capital surplus. |
On any matter on which the holders of the Series A
Preferred Units are entitled to vote as a class, such holders will be entitled to one vote per Series A Preferred Unit.
Series A Preferred Units held in nominee
or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless
the arrangement between the beneficial owner and its nominee provides otherwise.
Distributions
General
Holders of Series A Preferred Units are entitled
to receive, when, as, and if declared by our general partner out of legally available funds for such purpose, cumulative quarterly cash
distributions. Distributions on the Series A Preferred Units are paid out of our available cash with respect to the quarter ended
immediately preceding the applicable Series A Distribution Payment Date (as defined below).
Distribution Rate
Distributions on Series A Preferred Units
are cumulative from the date of original issue and are payable quarterly in arrears (as described under “— Series A Distribution
Payment Dates”), when, as, and if declared by our general partner out of legally available funds for such purpose.
Distributions on the Series A Preferred Units
accumulate for each distribution period at a percentage of the $25.00 liquidation preference equal to (i) an annual floating rate
of a substitute or successor base rate that the calculation agent determines to be the most comparable to the three-month LIBOR plus (ii) a
spread of 6.774% per annum.
The distribution rate for each distribution period
will be determined by the calculation agent using a substitute or successor base rate that the calculation agent has determined to be
the most comparable to the three-month LIBOR as in effect on the second London banking day prior to the beginning of the distribution
period, which date is the “distribution determination date” for the distribution period. The calculation agent then will add
the spread of 6.774% per annum to such substitute or successor base rate as determined on the distribution determination date. Absent
manifest error, the calculation agent’s determination of the distribution rate for a distribution period for the Series A Preferred
Units will be binding and conclusive on holders, the transfer agent, and us. A “London banking day” is any day on which dealings
in deposits in U.S. dollars are transacted in the London interbank market.
The term “three-month LIBOR” means
the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000,
as that rate appears on the display designated on the Reuters Screen LIBOR01 Page (or any successor or replacement page) at approximately
11:00 a.m., London time, on the relevant distribution determination date, provided that:
(i) If
no offered rate appears on the Reuters screen page on the relevant distribution determination date at approximately 11:00 a.m., London
time, then the calculation agent, after consultation with us, will select four major banks in the London interbank market and will request
each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of
at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative
of single transactions at that time. If at least two quotations are provided, three-month LIBOR will be the arithmetic average (rounded
upward if necessary to the nearest 0.00001 of 1%) of the quotations provided.
(ii) Otherwise,
the calculation agent will select three major banks in New York City and will request each of them to provide a quotation of the rate
offered by it at approximately 11:00 a.m., New York City time, on the distribution determination date for loans in U.S. dollars to leading
European banks having an index maturity of three months for the applicable distribution period in an amount of at least $1,000,000 that
is representative of single transactions at that time. If three quotations are provided, three-month LIBOR will be the arithmetic average
(rounded upward if necessary to the nearest 0.00001 of 1%) of the quotations provided.
(iii) Otherwise,
the calculation agent, after consulting such sources as it deems comparable to any of the foregoing quotations or display page, or any
such source as it deems reasonable from which to estimate three-month LIBOR or any of the foregoing lending rates, shall determine three-month
LIBOR for the applicable distribution period in its sole discretion.
Notwithstanding the foregoing clauses (i), (ii) and
(iii):
(A) If
the calculation agent determines on the relevant distribution determination date that the LIBOR base rate has been discontinued, then
the calculation agent will use a substitute or successor base rate that it has determined in its sole discretion is most comparable to
the LIBOR base rate, provided that if the calculation agent determines there is an industry-accepted substitute or successor base rate,
then the calculation agent shall use such substitute or successor base rate; and
(B) If
the calculation agent has determined a substitute or successor base rate in accordance with the foregoing, the calculation agent in its
sole discretion may determine what business day convention to use, the definition of business day, the distribution determination date
to be used and any other relevant methodology for calculating such substitute or successor base rate.
Calculation Agent
In August 2023, we appointed a calculation
agent (other than us or our affiliates) for the Series A Preferred Units. We keep a record of such appointment at our principal offices,
which will be available to any unitholder upon request. For the successor base rate comparable to the three-month LIBOR, the calculation
agent selected the industry-accepted substitute which is the 3-month CME Term SOFR plus the applicable tenor spread of 0.26161% per annum.
Series A Distribution Payment Dates
The “Series A Distribution Payment
Dates” for the Series A Preferred Units are February 15, May 15, August 15 and November 15. Distributions
are paid to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next
preceding the Series A Distribution Payment Date. Distributions accumulate in each such period from and including the preceding Series A
Distribution Payment Date or the initial issue date, as the case may be, to but excluding the applicable Series A Distribution Payment
Date for such period, and distributions accrue on accumulated distributions at the applicable distribution rate. If any Series A
Distribution Payment Date otherwise would fall on a day that is not a Business Day (as defined below), declared distributions will be
paid on the immediately succeeding Business Day without the accumulation of additional distributions. Distributions on the Series A
Preferred Units will be payable based on a 360-day year consisting of twelve 30-day periods. “Business Day” means Monday through
Friday of each week, except that a legal holiday recognized as such by the government of the United States of America, the Commonwealth
of Massachusetts or the State of New York shall not be regarded as a Business Day.
Payment of Distributions
Not later than 5:00 p.m., New York City time,
on each Series A Distribution Payment Date, we pay quarterly distributions, if any, on the Series A Preferred Units that have
been declared by our general partner to the holders of such Series A Preferred Units as such holders’ names appear on our unit
transfer books maintained by the Registrar and Transfer Agent on the applicable record date.
So long as the Series A Preferred Units are
held of record by the nominee of the Securities Depositary (as defined below), declared distributions are paid to the Depository Trust
Company (and its successors or assigns or any other securities depositary selected by us, the “Securities Depositary”) in
same-day funds on each Series A Distribution Payment Date. The Securities Depositary credits accounts of its participants in accordance
with the Securities Depositary’s normal procedures. The participants are responsible for holding or disbursing such payments to
beneficial owners of the Series A Preferred Units in accordance with the instructions of such beneficial owners.
No distribution may be declared or paid or set
apart for payment on any Series A Junior Securities (other than a distribution payable solely in Series A Junior Securities)
unless full cumulative distributions have been or contemporaneously are being paid or provided for on all outstanding Series A Preferred
Units and any Series A Parity Securities through the most recent respective Series A Distribution Payment Dates. Accumulated
distributions in arrears for any past distribution period may be declared by the general partner and paid on any date fixed by the general
partner, whether or not a Series A Distribution Payment Date, to holders of the Series A Preferred Units on the record date
for such payment, which may not be less than 10 days before such payment date.
Subject to the next succeeding sentence, if all
accumulated distributions in arrears on all outstanding Series A Preferred Units and any Series A Parity Securities (including
the Series B Preferred Units) have not been declared and paid, or sufficient funds for the payment thereof have not been set apart,
payment of accumulated distributions in arrears will be made in order of their respective Series A Distribution Payment Dates, commencing
with the earliest Series A Distribution Payment Date. If less than all distributions payable with respect to all Series A Preferred
Units and any Series A Parity Securities (including the Series B Preferred Units) are paid, any partial payment will be made
pro rata with respect to the Series A Preferred Units and any Series A Parity Securities (including the Series B Preferred
Units) entitled to a distribution payment at such time in proportion to the aggregate amounts remaining due in respect of such Series A
Preferred Units and Series A Parity Securities (including the Series B Preferred Units) at such time. Holders of the Series A
Preferred Units are not entitled to any distribution, whether payable in cash, property or units, in excess of full cumulative distributions.
Except insofar as distributions accrue on the amount of any accumulated and unpaid distributions no interest or sum of money in lieu of
interest will be payable in respect of any distribution payment which may be in arrears on the Series A Preferred Units.
Series A Change of Control
Optional Redemption upon a Series A Change
of Control
Upon the occurrence of a Series A Change
of Control (as defined below), we may, at our option, redeem the Series A Preferred Units in whole or in part within 120 days after
the first date on which such Series A Change of Control occurred (the “Series A Change of Control Redemption Period”),
by paying the liquidation preference of $25.00 per Series A Preferred Unit, plus all accumulated and unpaid distributions to, but
excluding, the redemption date, whether or not declared. If, prior to the Series A Change of Control Conversion Date (as defined
below), we exercise our right to redeem Series A Preferred Units as described in the immediately preceding sentence or as described
below under “— Redemption,” holders of the Series A Preferred Units we have elected to redeem will not have the
conversion right described below under “— Conversion Right upon a Series A Change of Control.” Any such redemption
would be effected only out of funds legally available for such purpose.
“Series A Change of Control”
means the occurrence of any of the following events after the original issue date of the Series A Preferred Units:
| • | the direct or indirect lease, sale, transfer, conveyance or other disposition (other than by way of merger, consolidation or business
combination), in one or a series of related transactions, of all or substantially all of the properties or assets of us and our subsidiaries
taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act); or |
| • | the consummation of any transaction (including, without limitation, any merger, consolidation or business combination), the result
of which is that any person (as defined above), other than a Series A Permitted Holder (as defined below), becomes the beneficial
owner, directly or indirectly, of more than 50% of the voting interests of our general partner, measured by voting power rather than percentage
of interests. |
“Series A Permitted Holder” means
Richard Slifka and Eric Slifka (or (i) other immediate family members of Alfred Slifka or the foregoing, (ii) related family
trusts or (iii) other persons which are controlled by Richard Slifka and/or Eric Slifka).
Conversion Right upon a Series A Change
of Control
Upon the occurrence of a Series A Change
of Control, each holder of Series A Preferred Units will have the right (unless, during the Series A Change of Control Redemption
Period, we provide notice of our election to redeem Series A Preferred Units as described above under “— Optional Redemption
upon a Series A Change of Control” or below under “— Redemption”) to convert (the “Series A Change
of Control Conversion”) some or all of the Series A Preferred Units held by such holder on the Series A Change of Control
Conversion Date into a number of our common units per Series A Preferred Unit to be converted equal (the “Series A Common
Unit Conversion Consideration”) to the lesser of:
| • | 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 Series A Change of Control Conversion Date (unless the Series A Change of Control Conversion
Date is after a record date for a Series A Preferred Unit distribution payment and prior to the corresponding Series A Preferred
Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this
sum) by (ii) the Series A Common Unit Price (as defined below), and |
| • | 2.7100, which is the quotient obtained by dividing (i) the $25.00 liquidation preference by (ii) one-half of the closing
price of the common units on the NYSE on July 30, 2018, subject, in each case, to certain adjustments and to provisions as the general
partner determines to be equitable in connection with (i) the receipt of any Series A Alternative Conversion Consideration (as
defined below) and (ii) splits, combinations and distributions in the form of equity issuances, each as described in greater detail
in our partnership agreement. |
In the case of a Series A Change of Control
pursuant to which our common units will be converted into cash, securities or other property or assets (including any combination thereof)
(the “Series A Alternative Conversion Consideration”), a holder of Series A Preferred Units electing to exercise
its Series A Change of Control Conversion Right (as defined below) will receive upon conversion of such Series A Preferred Units
elected by such holder the kind and amount of such consideration that such holder would have owned or been entitled to receive upon the
Series A Change of Control had such holder held a number of our common units equal to the Series A Common Unit Conversion Consideration
immediately prior to the effective time of the Series A Change of Control, which we refer to as the Series A Alternative Conversion
Consideration; provided, however, that if the holders of our common units have the opportunity to elect the form of consideration to be
received in the Series A Change of Control, the consideration that the holders of Series A Preferred Units electing to exercise
their Series A Change of Control Conversion Right will receive will be the form and proportion of the aggregate consideration elected
by the holders of our common units who participate in the determination (based on the weighted average of elections) and will be subject
to any limitations to which all holders of our common units are subject, including, without limitation, pro rata reductions applicable
to any portion of the consideration payable in the Series A Change of Control. We will not issue fractional common units upon the
conversion of the Series A Preferred Units. Instead, we will pay the cash value of such fractional units.
If we provide a redemption notice prior to the
expiration of the Series A Change of Control Redemption Period, whether pursuant to our special optional redemption right in connection
with a Series A Change of Control as described above under “— Optional Redemption upon a Series A Change of Control”
or our optional redemption rights as described below under “— Redemption,” holders of Series A Preferred Units
will not have any right to convert the Series A Preferred Units that we have elected to redeem and any Series A Preferred Units
subsequently selected for redemption that have been tendered for conversion pursuant to the Series A Change of Control Conversion
Right will be redeemed on the related redemption date instead of converted on the Series A Change of Control Conversion Date.
Within five days following the expiration of the
Series A Change of Control Redemption Period (or, if we waive our right to redeem the Series A Preferred Units prior to the
expiration of the Series A Change of Control Redemption Period, within five days following the date of such waiver), we will provide
to the holders of Series A Preferred Units written notice (the “Series A Change of Control Conversion Right Notice”)
of occurrence of the
Series A Change of Control that describes
the resulting Series A Change of Control Conversion Right. The Series A Change of Control Conversion Right Notice will state
the following:
| • | the events constituting the Series A Change of Control; |
| • | the date of the Series A Change of Control; |
| • | the date on which the Series A Change of Control Redemption Period expired or was waived; |
| • | the last date on which the holders of Series A Preferred Units may exercise their Series A Change of Control Conversion
Right; |
| • | the method and period for calculating the Series A Common Unit Price; |
| • | the Series A Change of Control Conversion Date; |
| • | if applicable, the type and amount of Series A Alternative Conversion Consideration entitled to be received per Series A
Preferred Unit; |
| • | the name and address of the Paying Agent; and |
| • | the procedure that the holders of Series A Preferred Units must follow to exercise the Series A Change of Control Conversion
Right. |
We will issue a press release for publication
through a news or press organization as is reasonably expected to broadly disseminate the relevant information to the public, or post
notice on our website, in any event prior to the opening of business on the first Business Day following any date on which we provide
the Series A Change of Control Conversion Right Notice to the holders of Series A Preferred Units.
Holders of Series A Preferred Units that
choose to exercise their Series A Change of Control Conversion Right will be required prior to the close of business on the third
Business Day preceding the Series A Change of Control Conversion Date, to notify us of the number of Series A Preferred Units
to be converted and otherwise to comply with any applicable procedures contained in the Series A Change of Control Conversion Right
Notice or otherwise required by the Securities Depositary for effecting the conversion.
“Series A Change of Control Conversion
Right” means the right of a holder of Series A Preferred Units to convert some or all of the Series A Preferred Units
held by such holder on the Series A Change of Control Conversion Date into a number of our common units per Series A Preferred
Unit pursuant to the conversion provisions in our partnership agreement.
“Series A Change of Control Conversion
Date” means the date fixed by our general partner, in its sole discretion, as the date the Series A Preferred Units are to
be converted into common units, which will be a Business Day that is no fewer than 20 days nor more than 35 days after the date on which
we provide the Series A Change of Control Conversion Right Notice to holders of the Series A Preferred Units.
“Series A Common Unit Price”
means (i) the amount of cash consideration per common unit, if the consideration to be received in the Series A Change of Control
by the holders of our common units is solely cash; and (ii) the average of the closing prices for our common units on the NYSE for
the ten consecutive trading days immediately preceding, but not including, the Series A Change of Control Conversion Date, if the
consideration to be received in the Series A Change of Control by the holders of our common units is other than solely cash.
Redemption
Optional Redemption
We may redeem, at our option and at any time,
in whole or in part, the Series A Preferred Units at a redemption price in cash equal to $25.00 per Series A Preferred Unit
plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared.
We may undertake multiple partial redemptions. We may also redeem the Series A Preferred Units under the terms set forth above under
“— Series A Change of Control — Optional Redemption upon a Series A Change of Control.”
Any such redemption would be effected only out of funds legally available for such purpose and would be subject to compliance with the
provisions of the instruments governing our outstanding indebtedness.
Redemption Procedures
Any optional redemption shall be effected only
out of funds legally available for such purpose. We will give written notice of any redemption not less than 30 days and not more than
60 days before the scheduled date of redemption, to the holders of any Series A Preferred Units to be redeemed as such holders’
names appear on our unit transfer books maintained by the Registrar and Transfer Agent at the address of such holders shown therein. Such
notice shall state: (i) the redemption date, (ii) the number of Series A Preferred Units to be redeemed and, if less than
all outstanding Series A Preferred Units are to be redeemed, the number (and, in the case of Series A Preferred Units in certificated
form, the identification) of Series A Preferred Units to be redeemed from such holder, (iii) the redemption price, (iv) the
place where any Series A Preferred Units in certificated form are to be redeemed and shall be presented and surrendered for payment
of the redemption price therefor, and (v) that distributions on the Series A Preferred Units to be redeemed will cease to accumulate
from and after such redemption date.
If fewer than all of the outstanding Series A
Preferred Units are to be redeemed, the number of Series A Preferred Units to be redeemed will be determined by us, and such Series A
Preferred Units will be redeemed by such method of selection as the Securities Depositary shall determine, pro rata or by lot, with adjustments
to avoid redemption of fractional units. So long as all Series A Preferred Units are held of record by the nominee of the Securities
Depositary, we will give notice, or cause notice to be given, to the Securities Depositary of the number of Series A Preferred Units
to be redeemed, and the Securities Depositary will determine the number of Series A Preferred Units to be redeemed from the account
of each of its participants holding such Series A Preferred Units in its participant account. Thereafter, each participant will select
the number of Series A Preferred Units to be redeemed from each beneficial owner for whom it acts (including the participant, to
the extent it holds Series A Preferred Units for its own account). A participant may determine to redeem Series A Preferred
Units from some beneficial owners (including the participant itself) without redeeming Series A Preferred Units from the accounts
of other beneficial owners. Any Series A Preferred Units not redeemed will remain outstanding and entitled to all the rights and
preferences of Series A Preferred Units under our partnership agreement.
So long as the Series A Preferred Units are
held of record by the nominee of the Securities Depositary, the redemption price will be paid by the Paying Agent to the Securities Depositary
on the redemption date. The Securities Depositary’s normal procedures provide for it to distribute the amount of the redemption
price in same-day funds to its participants who, in turn, are expected to distribute such funds to the persons for whom they are acting
as agent.
If we give or cause to be given a notice of redemption,
then we will deposit with the Paying Agent funds sufficient to redeem the Series A Preferred Units as to which notice has been given
by 10:00 a.m., New York City time, on the date fixed for redemption, and will give the Paying Agent irrevocable instructions and authority
to pay the redemption price to the holder or holders thereof upon surrender or deemed surrender (which will occur automatically if the
certificate representing such Series A Preferred Units is issued in the name of the Securities Depositary or its nominee) of the
certificates therefor. If a notice of redemption shall have been given, then from and after the date fixed for redemption, unless we default
in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the notice, all distributions
on such Series A Preferred Units will cease to accumulate and all rights of holders of such Series A Preferred Units as limited
partners will cease, except the right to receive the redemption price, including an amount equal to accumulated and unpaid distributions
to the date fixed for redemption, whether or not declared. The holders of Series A Preferred Units will have no claim to the interest
income, if any, earned on such funds deposited with the Paying Agent. Any funds deposited with the Paying Agent hereunder by us for any
reason, including, but not limited to, redemption of Series A Preferred Units, that remain unclaimed or unpaid after one year after
the applicable redemption date or other payment date, shall be, to the extent permitted by law, repaid to us upon our written request,
after which repayment the holders of the Series A Preferred Units entitled to such redemption or other payment shall have recourse
only to us.
If only a portion of the Series A Preferred
Units represented by a certificate has been called for redemption, upon surrender of the certificate to the Paying Agent (which will occur
automatically if the certificate representing such Series A Preferred Units is registered in the name of the Securities Depositary
or its nominee), we will issue and the Paying Agent will deliver to the holder of such Series A Preferred Units a new certificate
(or adjust the applicable book-entry account) representing the number of Series A Preferred Units represented by the surrendered
certificate that have not been called for redemption.
Notwithstanding any notice of redemption, there
will be no redemption of any Series A Preferred Units called for redemption until funds sufficient to pay the full redemption price
of such Series A Preferred Units, including all accumulated and unpaid distributions to, but excluding, the date of redemption, whether
or not declared, have been deposited by us with the Paying Agent.
We may from time to time purchase Series A
Preferred Units, subject to compliance with all applicable securities and other laws. We have no obligation, or any present plan or intention,
to purchase any Series A Preferred Units. Any Series A Preferred Units that we redeem or otherwise acquire will be cancelled.
Notwithstanding the foregoing, in the event that
full cumulative distributions on the Series A Preferred Units and any Series A Parity Securities have not been paid or declared
and set apart for payment, we may not repurchase, redeem or otherwise acquire, in whole or in part, any Series A Preferred Units
or Series A Parity Securities except pursuant to a purchase or exchange offer made on the same relative terms to all holders of Series A
Preferred Units and any Series A Parity Securities. Common units and any other Series A Junior Securities may not be redeemed,
repurchased or otherwise acquired by us unless full cumulative distributions on the Series A Preferred Units and any Series A
Parity Securities for all prior and the then-ending distribution periods have been paid or declared and set apart for payment.
No Limited Call Right
Our general partner’s limited call right
does not apply to the Series A Preferred Units.
No Sinking Fund
The Series A Preferred Units do not have
the benefit of any sinking fund.
No Fiduciary Duty
Notwithstanding anything to the contrary in the
partnership agreement or any duty existing at law, in equity or otherwise, we, and the officers and directors of our general partner,
do not owe any duties, including fiduciary duties, or have any liabilities to holders of the Series A Preferred Units.
Book-Entry System
All Series A Preferred Units are represented
by a single certificate issued to the Securities Depositary, and registered in the name of its nominee (Cede & Co.). The Series A
Preferred Units will continue to be represented by a single certificate registered in the name of the Securities Depositary or its nominee,
and no holder of the Series A Preferred Units is entitled to receive a certificate evidencing such Series A Preferred Units
unless otherwise required by law or the Securities Depositary gives notice of its intention to resign or is no longer eligible to act
as such and we have not selected a substitute Securities Depositary within 60 calendar days thereafter. Payments and communications made
by us to holders of the Series A Preferred Units are duly made by making payments to, and communicating with, the Securities Depositary.
Accordingly, unless certificates are available to holders of the Series A Preferred Units, each purchaser of Series A Preferred
Units must rely on (i) the procedures of the Securities Depositary and its participants to receive distributions, any redemption
price, liquidation preference and notices, and to direct the exercise of any voting rights, with respect to such Series A Preferred
Units and (ii) the records of the Securities Depositary and its participants to evidence its ownership of such Series A Preferred
Units.
So long as the Securities Depositary (or its nominee)
is the sole holder of the Series A Preferred Units, no beneficial holder of the Series A Preferred Units will be deemed to be
a holder of Series A Preferred Units. The Depository Trust Company, the initial Securities Depositary, is a New York-chartered limited
purpose trust company that performs services for its participants, some of whom (and/or their representatives) own the Depository Trust
Company. The Securities Depositary maintains lists of its participants and the positions (i.e., ownership interests) held by its participants
in the Series A Preferred Units, whether as a holder of the Series A Preferred Units for its own account or as a nominee for
another holder of the Series A Preferred Units.
Series B Preferred Units
Our Series B Preferred Units are listed on
the NYSE under the symbol “GLP pr B.”
We have appointed Equiniti Trust Company, LLC
as the Paying Agent, and the Registrar and Transfer Agent, for the Series B Preferred Units. The address of the Paying Agent and
the Registrar and Transfer Agent is 6201 15th Avenue, Brooklyn, New York, 11219.
Ranking
The Series B Preferred Units, with respect
to quarterly distributions and amounts payable upon the liquidation, winding-up and dissolution of our affairs, rank:
| • | senior to our common units, the incentive distribution rights and to each other class or series of limited partner interests or other
equity securities established after the original issue date of the Series B Preferred Units that is not expressly made senior to
or on parity with the Series B Preferred Units as to the payment of distributions and amounts payable on a liquidation event (individually
and collectively, the “Series B Junior Securities”); |
| • | on parity with each other and any class or series of limited partner interests or other equity securities established after the original
issue date of the Series B Preferred Units with terms expressly providing that such class or series ranks on parity with the Series B
Preferred Units as to the payment of distributions or amounts payable upon a liquidation event, as applicable (individually and collectively,
but excluding Series B Senior Securities (as defined below), the “Series B Parity Securities”) (including our Series A
Preferred Units); |
| • | junior to any class or series of limited partner interests or equity securities established after the original issue date of the Series B
Preferred Units with terms expressly made senior to the Series B Preferred Units as to the payment of distributions or amounts payable
upon a liquidation event (individually and collectively, “Series B Senior Securities”); and |
| • | junior to all of our existing and future indebtedness and other liabilities with respect to assets available to satisfy claims against
us. |
Under our partnership agreement, we may issue
Series B Junior Securities from time to time in one or more series without the consent of the holders of the Series B Preferred
Units. The board of directors of our general partner has the authority to determine the designations, preferences, rights, powers, and
duties of any such series before the issuance of any units of that series. The board of directors of our general partner will also determine
the number of units constituting each series of securities. Our ability to issue additional Series B Parity Securities in certain
circumstances or Series B Senior Securities is limited as described under “—Voting Rights.”
Liquidation Rights
Any amount distributed by us upon our liquidation
will be made to our partners in accordance with their respective positive capital account balances. The holders of outstanding Series B
Preferred Units will first be specially allocated items of our gross income and gain in a manner designed to cause, in the event of any
liquidation, dissolution, or winding up of our affairs (whether voluntary or involuntary), such holders to have a positive capital balance
equal to the liquidation preference of $25.00 per Series B Preferred Unit. If the amount of our gross income and gain available to
be specially allocated to the holders of outstanding Series B Preferred Units is not sufficient to cause the capital account of a
Series B Preferred Unit to equal the liquidation preference of a Series B Preferred Unit, then the amount that a holder of Series B
Preferred Units would receive upon liquidation may be less than the Series B Preferred Unit liquidation preference. Any accumulated
and unpaid distributions on the Series B Preferred Units will be paid prior to any distributions in liquidation made in accordance
with capital account balances. The rights of the holders of Series B Preferred Units to receive the liquidation preference will be
subject to the rights of the holders of any Series B Senior Securities and the proportional rights of holders of Series B Parity
Securities (including the Series A Preferred Units) in liquidation.
Voting Rights
Except as set forth in our partnership agreement
(as described below) or as otherwise required by Delaware law, the Series B Preferred Units have no voting rights.
Unless we have received the affirmative vote or
consent of the holders of at least two-thirds of the outstanding Series B Preferred Units, voting as a separate class, we may not
adopt any amendment to our partnership agreement that would have a material adverse effect on the terms of the Series B Preferred
Units. For the avoidance of doubt, for purposes of this voting requirement, any amendment to our partnership agreement (i) relating
to the issuance of additional limited partner interests (subject to the voting rights regarding the issuance of Series B Parity Securities
or Series B Senior Securities discussed below) and (ii) in connection with a merger or another transaction in which we are the
surviving entity and the Series B Preferred Units remain outstanding with the terms thereof materially unchanged in any respect adverse
to the holders of Series B Preferred Units, will be deemed to not materially adversely affect the terms of the holders of Series B
Preferred Units.
In addition, unless we have received the affirmative
vote or consent of the holders of at least two-thirds of the outstanding Series B Preferred Units, voting as a class together with
holders of any Series B Parity Securities upon which like voting rights have been conferred and are exercisable (including the Series A
Preferred Units), we may not:
| • | create or issue any Series B Parity Securities (including any additional Series A Preferred
Units and Series B Preferred Units) if the cumulative distributions payable on then outstanding Series B Preferred Units (or
Series B Parity Securities, if applicable) are in arrears; |
| • | create or issue any Series B Senior Securities; or |
| • | declare or pay any distributions to our common unitholders out of capital surplus. |
On any matter on which the holders of the Series B
Preferred Units are entitled to vote as a class, such holders will be entitled to one vote per Series B Preferred Unit.
Series B Preferred Units held in nominee
or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless
the arrangement between the beneficial owner and its nominee provides otherwise.
Distributions
General
Holders of Series B Preferred Units are entitled
to receive, when, as, and if declared by our general partner out of legally available funds for such purpose, cumulative quarterly cash
distributions. Distributions on the Series B Preferred Units are paid out of our available cash with respect to the quarter ended
immediately preceding the applicable Series B Distribution Payment Date (as defined below).
Distribution Rate
Distributions on Series B Preferred Units
are cumulative from the date of original issue and are payable quarterly in arrears (as described under “—Series B Distribution
Payment Dates”), when, as, and if declared by our general partner out of legally available funds for such purpose.
The distribution rate for the Series B Preferred
Units is 9.50% per annum of the $25.00 liquidation preference per unit (equal to $2.375 per unit per annum).
Series B Distribution Payment Dates
The “Series B Distribution Payment
Dates” for the Series B Preferred Units are February 15, May 15, August 15 and November 15. Distributions
are paid to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next
preceding the Series B Distribution Payment Date. Distributions accumulate in each such period from and including the preceding Series B
Distribution Payment Date or the initial issue date, as the case may be, to but excluding the applicable Series B Distribution Payment
Date for such period, and distributions accrue on accumulated distributions at the applicable distribution rate. If any Series B
Distribution Payment Date otherwise would fall on a day that is not a Business Day, declared distributions will be paid on the immediately
succeeding Business Day without the accumulation of additional distributions. Distributions on the Series B Preferred Units will
be payable based on a 360-day year consisting of twelve 30-day periods.
Payment of Distributions
Not later than 5:00 p.m., New York City time,
on each Series B Distribution Payment Date, we pay quarterly distributions, if any, on the Series B Preferred Units that have
been declared by our general partner to the holders of such Series B Preferred Units as such holders’ names appear on our unit
transfer books maintained by the Registrar and Transfer Agent on the applicable record date.
So long as the Series B Preferred Units are
held of record by the nominee of the Securities Depositary, declared distributions are paid to the Securities Depositary in same-day funds
on each Series B Distribution Payment Date. The Securities Depositary credits accounts of its participants in accordance with the
Securities Depositary’s normal procedures. The participants are responsible for holding or disbursing such payments to beneficial
owners of the Series B Preferred Units in accordance with the instructions of such beneficial owners.
No distribution may be declared or paid or set
apart for payment on any Series B Junior Securities (other than a distribution payable solely in Series B Junior Securities)
unless full cumulative distributions have been or contemporaneously are being paid or provided for on all outstanding Series B Preferred
Units and any Series B Parity Securities through the most recent respective Series B Distribution Payment Dates. Accumulated
distributions in arrears for any past distribution period may be declared by the general partner and paid on any date fixed by the general
partner, whether or not a Series B Distribution Payment Date, to holders of the Series B Preferred Units on the record date
for such payment, which may not be less than 10 days before such payment date.
Subject to the next succeeding sentence, if all
accumulated distributions in arrears on all outstanding Series B Preferred Units and any Series B Parity Securities (including
the Series A Preferred Units) have not been declared and paid, or sufficient funds for the payment thereof have not been set apart,
payment of accumulated distributions in arrears will be made in order of their respective Series B Distribution Payment Dates, commencing
with the earliest Series B Distribution Payment Date. If less than all distributions payable with respect to all Series B Preferred
Units and any Series B Parity Securities (including the Series A Preferred Units) are paid, any partial payment will be made
pro rata with respect to the Series B Preferred Units and any Series B Parity Securities (including the Series A Preferred
Units) entitled to a distribution payment at such time in proportion to the aggregate amounts remaining due in respect of such Series B
Preferred Units and Series B Parity Securities (including the Series A Preferred Units) at such time. Holders of the Series B
Preferred Units are not entitled to any distribution, whether payable in cash, property or units, in excess of full cumulative distributions.
Except insofar as distributions accrue on the
amount of any accumulated and unpaid distributions no interest or sum of money in lieu of interest will be payable in respect of any distribution
payment which may be in arrears on the Series B Preferred Units.
Series B Change of Control
Optional Redemption upon a Series B Change
of Control
Upon the occurrence of a Series B Change
of Control (as defined below), we may, at our option, redeem the Series B Preferred Units in whole or in part within 120 days after
the first date on which such Series B Change of Control occurred (the “Series B Change of Control Redemption Period”),
by paying the liquidation preference of $25.00 per Series B Preferred Unit, plus all accumulated and unpaid distributions to, but
excluding, the redemption date, whether or not declared. If, prior to the Series B Change of Control Conversion Date (as defined
below), we exercise our right to redeem Series B Preferred Units as described in the immediately preceding sentence or as described
below under “—Redemption,” holders of the Series B Preferred Units we have elected to redeem will not have the
conversion right described below under “—Conversion Right upon a Series B Change of Control.” Any such redemption
will be effected only out of funds legally available for such purpose.
“Series B Change of Control”
means the occurrence of any of the following events after the original issue date of the Series B Preferred Units:
| • | the direct or indirect lease, sale, transfer, conveyance or other disposition (other than by way of merger,
consolidation or business combination), in one or a series of related transactions, of all or substantially all of the properties or assets
of us and our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange
Act; or |
| • | the consummation of any transaction (including, without limitation, any merger, consolidation or business
combination), the result of which is that any person (as defined above), other than a Series B Permitted Holder (as defined below),
becomes the beneficial owner, directly or indirectly, of more than 50% of the voting interests of our general partner, measured by voting
power rather than percentage of interests. |
“Series B Permitted Holder” means
Richard Slifka and Eric Slifka (or (i) other immediate family members of Alfred Slifka or the foregoing, (ii) related family
trusts or (iii) other persons which are controlled by Richard Slifka and/or Eric Slifka).
Conversion Right upon a Series B Change
of Control
Upon the occurrence of a Series B Change
of Control, each holder of Series B Preferred Units will have the right (unless, during the Series B Change of Control Redemption
Period, we provide notice of our election to redeem Series B Preferred Units as described above under “—Optional Redemption
upon a Series B Change of Control” or below under “—Redemption”) to convert (the “Series B Change
of Control Conversion”) some or all of the Series B Preferred Units held by such holder on the Series B Change of Control
Conversion Date into a number of our common units per Series B Preferred Unit to be converted equal (the “Series B Common
Unit Conversion Consideration”) to the lesser of:
| • | 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 Series B Change of Control Conversion Date (unless the Series B
Change of Control Conversion Date is after a record date for a Series B Preferred Unit distribution payment and prior to the corresponding
Series B Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution
will be included in this sum) by (ii) the Series B Common Unit Price (as defined below), and |
| • | 2.1533, which is the quotient obtained by dividing (i) the $25.00 liquidation preference by (ii) one-half
of the closing price of the common units on the NYSE on March 16, 2021, subject, in each case, to certain adjustments and to provisions
as the general partner determines to be equitable in connection with (i) the receipt of any Series B Alternative Conversion
Consideration (as defined below) and (ii) splits, combinations and distributions in the form of equity issuances, each as described
in greater detail in our partnership agreement. |
In the case of a Series B Change of Control
pursuant to which our common units will be converted into cash, securities or other property or assets (including any combination thereof)
(the “Series B Alternative Conversion Consideration”), a holder of Series B Preferred Units electing to exercise
its Series B Change of Control Conversion Right (as defined below) will receive upon conversion of such Series B Preferred Units
elected by such holder the kind and amount of such consideration that such holder would have owned or been entitled to receive upon the
Series B Change of Control had such holder held a number of our common units equal to the Series B Common Unit Conversion Consideration
immediately prior to the effective time of the Series B Change of Control, which we refer to as the Series B Alternative Conversion
Consideration; provided, however, that if the holders of our common units have the opportunity to elect the form of consideration to be
received in the Series B Change of Control, the consideration that the holders of Series B Preferred Units electing to exercise
their Series B Change of Control Conversion Right will receive will be the form and proportion of the aggregate consideration elected
by the holders of our common units who participate in the determination (based on the weighted average of elections) and will be subject
to any limitations to which all holders of our common units are subject, including, without limitation, pro rata reductions applicable
to any portion of the consideration payable in the Series B Change of Control. We will not issue fractional common units upon the
conversion of the Series B Preferred Units. Instead, we will pay the cash value of such fractional units.
If we provide a redemption notice prior to the
expiration of the Series B Change of Control Redemption Period, whether pursuant to our special optional redemption right in connection
with a Series B Change of Control as described under “—Optional Redemption upon a Series B Change of Control”
or our optional redemption rights as described below under “—Redemption,” holders of Series B Preferred Units will
not have any right to convert the Series B Preferred Units that we have elected to redeem and any Series B Preferred Units subsequently
selected for redemption that have been tendered for conversion pursuant to the Series B Change of Control Conversion Right will be
redeemed on the related redemption date instead of converted on the Series B Change of Control Conversion Date.
Within five days following the expiration of the
Series B Change of Control Redemption Period (or, if we waive our right to redeem the Series B Preferred Units prior to the
expiration of the Series B Change of Control Redemption Period, within five days following the date of such waiver), we will provide
to the holders of Series B Preferred Units written notice (the “Series B Change of Control Conversion Right Notice”)
of occurrence of the Series B Change of Control that describes the resulting Series B Change of Control Conversion Right. The
Series B Change of Control Conversion Right Notice will state the following:
| • | the events constituting the Series B Change of Control; |
| • | the date of the Series B Change of Control; |
| • | the date on which the Series B Change of Control Redemption Period expired or was waived; |
| • | the last date on which the holders of Series B Preferred Units may exercise their Series B Change
of Control Conversion Right; |
| • | the method and period for calculating the Series B Common Unit Price; |
| • | the Series B Change of Control Conversion Date; |
| • | if applicable, the type and amount of Series B Alternative Conversion Consideration entitled to be
received per Series B Preferred Unit; |
| • | the name and address of the Paying Agent; and |
| • | the procedure that the holders of Series B Preferred Units must follow to exercise the Series B
Change of Control Conversion Right. |
We will issue a press release for publication
through a news or press organization as is reasonably expected to broadly disseminate the relevant information to the public, or post
notice on our website, in any event prior to the opening of business on the first Business Day following any date on which we provide
the Series B Change of Control Conversion Right Notice to the holders of Series B Preferred Units.
Holders of Series B Preferred Units that
choose to exercise their Series B Change of Control Conversion Right will be required prior to the close of business on the third
Business Day preceding the Series B Change of Control Conversion Date, to notify us of the number of Series B Preferred Units
to be converted and otherwise to comply with any applicable procedures contained in the Series B Change of Control Conversion Right
Notice or otherwise required by the Securities Depositary for effecting the conversion.
“Series B Change of Control Conversion
Right” means the right of a holder of Series B Preferred Units to convert some or all of the Series B Preferred Units
held by such holder on the Series B Change of Control Conversion Date into a number of our common units per Series B Preferred
Unit pursuant to the conversion provisions in our partnership agreement.
“Series B Change of Control Conversion
Date” means the date fixed by our general partner, in its sole discretion, as the date the Series B Preferred Units are to
be converted into common units, which will be a Business Day that is no fewer than 20 days nor more than 35 days after the date on which
we provide the Series B Change of Control Conversion Right Notice to holders of the Series B Preferred Units.
“Series B Common Unit Price”
means (i) the amount of cash consideration per common unit, if the consideration to be received in the Series B Change of Control
by the holders of our common units is solely cash; and (ii) the average of the closing prices for our common units on the NYSE for
the ten consecutive trading days immediately preceding, but not including, the Series B Change of Control Conversion Date, if the
consideration to be received in the Series B Change of Control by the holders of our common units is other than solely cash.
Redemption
Optional Redemption on or after May 15,
2026
Any time on or after May 15, 2026, we may
redeem, at our option, in whole or in part, the Series B Preferred Units at a redemption price in cash equal to $25.00 per Series B
Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether
or not declared. We may undertake multiple partial redemptions. We may also redeem the Series B Preferred Units under the terms set
forth under “—Series B Change of Control—Optional Redemption upon a Series B Change of Control.” Any
such redemption will be effected only out of funds legally available for such purpose and will be subject to compliance with the provisions
of the instruments governing our outstanding indebtedness.
Redemption Procedures
Any optional redemption shall be effected only
out of funds legally available for such purpose. We will give written notice of any redemption not less than 30 days and not more than
60 days before the scheduled date of redemption, to the holders of any Series B Preferred Units to be redeemed as such holders’
names appear on our unit transfer books maintained by the Registrar and Transfer Agent at the address of such holders shown therein. Such
notice shall state: (i) the redemption date, (ii) the number of Series B Preferred Units to be redeemed and, if less than
all outstanding Series B Preferred Units are to be redeemed, the number (and, in the case of Series B Preferred Units in certificated
form, the identification) of Series B Preferred Units to be redeemed from such holder, (iii) the redemption price, (iv) the
place where any Series B Preferred Units in certificated form are to be redeemed and shall be presented and surrendered for payment
of the redemption price therefor, and (v) that distributions on the Series B Preferred Units to be redeemed will cease to accumulate
from and after such redemption date.
If fewer than all of the outstanding Series B
Preferred Units are to be redeemed, the number of Series B Preferred Units to be redeemed will be determined by us, and such Series B
Preferred Units will be redeemed by such method of selection as the Securities Depositary shall determine, pro rata or by lot, with adjustments
to avoid redemption of fractional units. So long as all Series B Preferred Units are held of record by the nominee of the Securities
Depositary, we will give notice, or cause notice to be given, to the Securities Depositary of the number of Series B Preferred Units
to be redeemed, and the Securities Depositary will determine the number of Series B Preferred Units to be redeemed from the account
of each of its participants holding such Series B Preferred Units in its participant account. Thereafter, each participant will select
the number of Series B Preferred Units to be redeemed from each beneficial owner for whom it acts (including the participant, to
the extent it holds Series B Preferred Units for its own account). A participant may determine to redeem Series B Preferred
Units from some beneficial owners (including the participant itself) without redeeming Series B Preferred Units from the accounts
of other beneficial owners. Any Series B Preferred Units not redeemed will remain outstanding and entitled to all the rights and
preferences of Series B Preferred Units under our partnership agreement.
So long as the Series B Preferred Units are
held of record by the nominee of the Securities Depositary, the redemption price will be paid by the Paying Agent to the Securities Depositary
on the redemption date. The Securities Depositary’s normal procedures provide for it to distribute the amount of the redemption
price in same-day funds to its participants who, in turn, are expected to distribute such funds to the persons for whom they are acting
as agent.
If we give or cause to be given a notice of redemption,
then we will deposit with the Paying Agent funds sufficient to redeem the Series B Preferred Units as to which notice has been given
by 10:00 a.m., New York City time, on the date fixed for redemption, and will give the Paying Agent irrevocable instructions and authority
to pay the redemption price to the holder or holders thereof upon surrender or deemed surrender (which will occur automatically if the
certificate representing such Series B Preferred Units is issued in the name of the Securities Depositary or its nominee) of the
certificates therefor. If a notice of redemption shall have been given, then from and after the date fixed for redemption, unless we default
in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the notice, all distributions
on such Series B Preferred Units will cease to accumulate and all rights of holders of such Series B Preferred Units as limited
partners will cease, except the right to receive the redemption price, including an amount equal to accumulated and unpaid distributions
to the date fixed for redemption, whether or not declared. The holders of Series B Preferred Units will have no claim to the interest
income, if any, earned on such funds deposited with the Paying Agent. Any funds deposited with the Paying Agent hereunder by us for any
reason, including, but not limited to, redemption of Series B Preferred Units, that remain unclaimed or unpaid after one year after
the applicable redemption date or other payment date, shall be, to the extent permitted by law, repaid to us upon our written request,
after which repayment the holders of the Series B Preferred Units entitled to such redemption or other payment shall have recourse
only to us.
If only a portion of the Series B Preferred
Units represented by a certificate has been called for redemption, upon surrender of the certificate to the Paying Agent (which will occur
automatically if the certificate representing such Series B Preferred Units is registered in the name of the Securities Depositary
or its nominee), we will issue and the Paying Agent will deliver to the holder of such Series B Preferred Units a new certificate
(or adjust the applicable book-entry account) representing the number of Series B Preferred Units represented by the surrendered
certificate that have not been called for redemption.
Notwithstanding any notice of redemption, there
will be no redemption of any Series B Preferred Units called for redemption until funds sufficient to pay the full redemption price
of such Series B Preferred Units, including all accumulated and unpaid distributions to, but excluding, the date of redemption, whether
or not declared, have been deposited by us with the Paying Agent.
We may from time to time purchase Series B
Preferred Units, subject to compliance with all applicable securities and other laws. We have no obligation, or any present plan or intention,
to purchase any Series B Preferred Units. Any Series B Preferred Units that we redeem or otherwise acquire will be cancelled.
Notwithstanding the foregoing, in the event that
full cumulative distributions on the Series B Preferred Units and any Series B Parity Securities have not been paid or declared
and set apart for payment, we may not repurchase, redeem or otherwise acquire, in whole or in part, any Series B Preferred Units
or Series B Parity Securities except pursuant to a purchase or exchange offer made on the same relative terms to all holders of Series B
Preferred Units and any Series B Parity Securities. Common units and any other Series B Junior Securities may not be redeemed,
repurchased or otherwise acquired by us unless full cumulative distributions on the Series B Preferred Units and any Series B
Parity Securities for all prior and the then-ending distribution periods have been paid or declared and set apart for payment.
No Limited Call Right
Our general partner’s limited call right
does not apply to the Series B Preferred Units.
No Sinking Fund
The Series B Preferred Units do not have
the benefit of any sinking fund.
No Fiduciary Duty
Notwithstanding anything to the contrary in the
partnership agreement or any duty existing at law, in equity or otherwise, we, and the officers and directors of our general partner,
do not owe any duties, including fiduciary duties, or have any liabilities to holders of the Series B Preferred Units.
Book-Entry System
All Series B Preferred Units are represented
by a single certificate issued to the Securities Depositary, and registered in the name of its nominee (Cede & Co.). The Series B
Preferred Units will continue to be represented by a single certificate registered in the name of the Securities Depositary or its nominee,
and no holder of the Series B Preferred Units is entitled to receive a certificate evidencing such Series B Preferred Units
unless otherwise required by law or the Securities Depositary gives notice of its intention to resign or is no longer eligible to act
as such and we have not selected a substitute Securities Depositary within 60 calendar days thereafter. Payments and communications made
by us to holders of the Series B Preferred Units are duly made by making payments to, and communicating with, the Securities Depositary.
Accordingly, unless certificates are available to holders of the Series B Preferred Units, each purchaser of Series B Preferred
Units must rely on (i) the procedures of the Securities Depositary and its participants to receive distributions, any redemption
price, liquidation preference and notices, and to direct the exercise of any voting rights, with respect to such Series B Preferred
Units and (ii) the records of the Securities Depositary and its participants to evidence its ownership of such Series B Preferred
Units.
So long as the Securities Depositary (or its nominee)
is the sole holder of the Series B Preferred Units, no beneficial holder of the Series B Preferred Units will be deemed to be
a holder of Series B Preferred Units. The Depository Trust Company, the initial Securities Depositary, is a New York-chartered limited
purpose trust company that performs services for its participants, some of whom (and/or their representatives) own the Depository Trust
Company. The Securities Depositary maintains lists of its participants and the positions (i.e., ownership interests) held by its participants
in the Series B Preferred Units, whether as a holder of the Series B Preferred Units for its own account or as a nominee for
another holder of the Series B Preferred Units.
DESCRIPTION
OF PARTNERSHIP SECURITIES
Except in the case of the issuance of units that
rank equal to or senior to Series A Preferred Units or Series B Preferred Units, our partnership agreement authorizes us to
issue additional classes or series of equity interest in Global Partners LP for the consideration and on the terms and conditions established
by our general partner without the approval of any limited partners.
In accordance with Delaware law and the provisions
of our partnership agreement, we also may issue additional partnership interests that, if approved by our general partner, have special
voting rights to which the common units are not entitled.
The following is a description of the general
terms and provisions of our partnership securities. The particular terms of any series of partnership securities will be described in
the applicable prospectus supplement and the amendment to our partnership agreement, if necessary, relating to that series of partnership
securities, which will be filed as an exhibit to or incorporated by reference in this prospectus at or before the time of issuance of
any such series of partnership securities. If so indicated in a prospectus supplement, the terms of any such series may differ from the
terms set forth below.
Except in the case of the issuance of units that
rank equal to or senior to our Series A Preferred Units or Series B Preferred Units, our general partner is authorized to approve
the issuance of one or more classes or series of partnership securities without further authorization of the limited partners and to fix
the number of securities, the designations, rights, privileges, power and duties of any such class or series.
The applicable prospectus supplement will set
forth the number of securities, particular designation, relative rights and preferences and the limitations of any series of partnership
securities in respect of which this prospectus is delivered. The particular terms of any such series may include the following.
| • | the maximum number, if any, of securities to constitute the series and the designation and ranking thereof; |
| • | the distribution rate, if any, on securities of the series, whether such rate is fixed or variable or both, the dates from which distributions
will begin to accrue or accumulate, whether distributions will be cumulative and whether such distributions will be paid in cash, securities
or otherwise; |
| • | whether the securities of the series will be redeemable and, if so, the price and the terms and conditions on which the securities
of the series may be redeemed, including the time during which securities of the series may be redeemed and any accumulated distributions
thereof that the holders of the securities of the series will be entitled to receive upon the redemption thereof; |
| • | the liquidation preference, if any, applicable to securities of the series; |
| • | the terms and conditions, if any, on which the securities of the series will be convertible into, or exchangeable for, securities
of any other class or classes of partnership securities, including the price or prices or the rate or rates of conversion or exchange
and the method, if any, of adjusting the same; and |
| • | the voting rights, if any, of the securities of the series. |
Partnership securities will be fully paid and
non-assessable when issued upon full payment of the purchase price therefor. The prospectus supplement will contain, if applicable, a
description of the material U.S. federal income tax consequences relating to the purchase and ownership of the series of partnership securities
offered by the prospectus supplement. The transfer agent, registrar and distributions disbursement agent for the partnership securities
will be designated in the applicable prospectus supplement.
HOW
WE MAKE CASH DISTRIBUTIONS
General
Our cash distribution policy reflects a basic
judgment that our common unitholders will be better served by our distributing our available cash rather than retaining it. Because we
are not subject to an entity-level federal income tax, we have more cash to distribute to our common unitholders than would be the case
were we subject to tax.
Our cash distribution policy is consistent with
the terms of our partnership agreement which requires us to distribute available cash to common unitholders on a quarterly basis. Our
determination of available cash takes into account the need to maintain certain cash reserves to preserve our distribution levels across
seasonal and cyclical fluctuations in our business.
Because we intend to distribute the majority of
the cash generated from our business to our common unitholders, we will in large part rely upon external financing sources, including
commercial borrowings and other debt and equity issuances, to fund our capital expenditures. To the extent we are unable to finance growth
externally, our cash distribution policy could significantly impair our ability to grow.
There is no guarantee that common unitholders
will receive quarterly distributions from us. Our distribution policy is subject to certain restrictions and may be changed at any time,
including:
| • | Our distribution policy is subject to certain restrictions on distributions under our current and anticipated debt agreements. Should
we be unable to satisfy these restrictions under our debt agreements, we would be prohibited from making distributions to our common unitholders
notwithstanding our stated distribution policy. |
| • | The board of directors of our general partner has broad discretion to establish reserves for the prudent conduct of our business and
the establishment of those reserves could result in a reduction of our stated distribution policy. |
| • | Even if our cash distribution policy is not modified or revoked, the amount of distributions paid and the decision to make any distribution
is determined by our general partner, taking into consideration the terms of our partnership agreement. |
| • | Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make distributions to our common unitholders
if the distribution would cause our liabilities to exceed the fair value of our assets. |
| • | We may lack sufficient cash to pay distributions to our common unitholders due to increases in selling, general and administrative
expenses, capital expenditures, principal and interest payments on our outstanding debt, working capital requirements and anticipated
cash needs or due to significant decreases in demand for the products we sell or in demand for our logistics activities. |
Distributions of Available Cash
General
Subject to the rights of our Series A Preferred
Units and Series B Preferred Units, within 45 days after the end of each quarter, we distribute all of our available cash to unitholders
of record on the applicable record date.
Definition of Available Cash
Available cash generally means, for each fiscal
quarter, all cash on hand at the end of the quarter less the amount of cash reserves established by our general partner to:
| • | provide for the proper conduct of our business; |
| • | comply with applicable law, any of our debt instruments, or other agreements; |
| • | provide funds for payments to holders of our Series A Preferred Units and Series B Preferred Units in respect of any one
or more of the next four quarters; or |
| • | provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters. |
Intent to Distribute the Minimum Quarterly Distribution
We intend to distribute to the holders of common
units on a quarterly basis at least the minimum quarterly distribution of $0.4625 per unit, or $1.85 per year, to the extent we have sufficient
cash from our operations after establishment of cash reserves and payment of fees and expenses, including payments to our general partner.
However, there is no guarantee that we will pay the minimum quarterly distribution on the common units in any quarter. Even if our cash
distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution
is determined by our general partner, taking into consideration the terms of our partnership agreement. We are prohibited from making
any distributions to common unitholders if it would cause an event of default, or an event of default is existing, under our credit agreement.
General Partner Interest and Incentive Distribution Rights
Our general partner is entitled to 0.67% of all
quarterly common unit distributions that we make prior to our liquidation. This general partner interest is represented by 230,303 general
partner units. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain
its current general partner interest. The general partner’s 0.67% interest in these distributions may be reduced if we issue additional
common units in the future and our general partner does not contribute a proportionate amount of capital to us to maintain its 0.67% general
partner interest. Our general partner also currently holds incentive distribution rights that entitle it to receive increasing percentages,
up to a maximum of 48.67%, of the cash we distribute from distributable cash flow (as defined below) in excess of $0.4625 per unit. The
maximum distribution of 48.67% includes distributions paid to our general partner on its 0.67% general partner interest, and assumes that
our general partner maintains its general partner interest at 0.67%. The maximum distribution of approximately 48.67% does not include
any distributions that our general partner may receive on units that it owns. Please read “— Distributions of Available Cash
from Distributable Cash Flow” for additional information.
Series A Preferred Units
On August 7, 2018, we issued 2,760,000 of
our Series A Preferred Units at a price of $25.00 per Series A Preferred Unit.
The Series A Preferred Units is a class of
equity security that ranks senior to the common units, the incentive distribution rights and each other class or series of our equity
securities established after August 7, 2018, the original issue date of the Series A Preferred Units (the “Series A
Original Issue Date”), that is not expressly made senior to or on parity with the Series A Preferred Units as to the payment
of distributions and amounts payable on a liquidation event.
Distributions on the Series A Preferred Units
are cumulative from the Series A Original Issue Date and payable quarterly in arrears on February 15, May 15, August 15
and November 15 of each year, commencing on November 15, 2018, to holders of record as of the opening of business on the February 1,
May 1, August 1 or November 1 next preceding the Series A Distribution Payment Date, in each case, when, as, and if
declared by the general partner out of legally available funds for such purpose. Distributions on the Series A Preferred Units will
be paid out of our available cash with respect to the quarter ended immediately preceding the applicable Series A Distribution Payment
Date. No distribution may be declared or paid or set apart for payment 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
Series A Preferred Units and any parity securities through the most recent respective distribution periods.
Distributions on the Series A Preferred Units
accumulate for each distribution period at a percentage of the $25.00 liquidation preference equal to (i) an annual floating rate
of a substitute or successor base rate that the calculation agent determines to be the most comparable to the three-month LIBOR plus (ii) a
spread of 6.774% per annum. For the successor base rate comparable to the three-month LIBOR, the calculation agent has selected the industry-accepted
substitute which is the 3-month CME Term SOFR plus the applicable tenor spread of 0.26161%.
Series B Preferred Units
On March 24, 2021, we issued 3,000,000 of
our Series B Preferred Units at a price of $25.00 per Series B Preferred Unit.
The
Series B Preferred Units is a class of equity security that rank (a) senior to the common units, the incentive distribution
rights and each other class of series of our equity securities established after March 24, 2021, the original issue date of the Series B
Preferred Units (the “Series B Original Issue Date”), that is not expressly made senior to or on parity with the
Series B Preferred Units as to the payment of distributions and amounts payable on a liquidation event, and (b) on parity with
respect to distributions or amounts payable upon a liquidation event, as applicable, with the Series A
Preferred Units and the Series B Preferred Units and each other and any class or series of equity securities established after the
Series B Original Issue Date with terms expressly providing that such class or series ranks on parity with the Series B Preferred
Units as to payment of distributions and amounts payable on a liquidation event, as applicable.
Distributions on the Series B Preferred Units
are cumulative from the Series B Original Issue Date and payable quarterly in arrears on February 15, May 15, August 15
and November 15 of each year, commencing on May 15, 2021, to holders of record as of the opening of business on the February 1,
May 1, August 1 or November 1 next preceding the Series B Distribution Payment Date, in each case, when, as, and if
declared by the general partner out of legally available funds for such purpose. Distributions on the Series B Preferred Units will
be paid out of our available cash with respect to the quarter ended immediately preceding the applicable Series B Distribution Payment
Date.
No distribution may be declared or paid or set
apart for payment 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 Series B Preferred Units and any parity securities
through the most recent respective distribution periods.
The distribution rate for the Series B Preferred
Units is 9.50% per annum of the $25.00 liquidation preference per Series B Preferred Unit (equal to $2.375 per Series B Preferred
Unit per annum).
Distributable Cash Flow and Capital Surplus
General
All cash distributed to unitholders will be characterized
as either “distributable cash flow” or “capital surplus.” We distribute available cash from distributable cash
flow differently than available cash from capital surplus.
Definition of Distributable Cash Flow
Distributable cash flow, for any period, means,
on a cumulative basis since the closing date of our initial public offering and without duplication, the sum of net income plus depreciation
and amortization, in each case calculated in accordance with accounting principles generally accepted in the United States, minus maintenance
capital expenditures (as defined below), as adjusted to eliminate items approved by the audit committee of the board of directors of our
general partner that are extraordinary or non-recurring in nature and that would otherwise increase distributable cash flow.
Maintenance capital expenditures represent capital
expenditures to replace partially or fully depreciated assets to maintain the operating capacity of or sales and revenues generated by
existing assets or to extend the useful lives of such assets. Maintenance capital expenditures include expenditures required to maintain
equipment reliability, tankage and pipeline integrity and safety and to address environmental regulations. Repair and maintenance expenses
associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating
expenses as incurred. The officers and directors of our general partner determine if an expenditure is a maintenance capital expenditure.
Characterization of Cash Distributions
We treat all available cash distributed as coming
from distributable cash flow until the sum of all available cash distributed since we began operations equals the distributable cash flow
as of the most recent date of determination of available cash. We treat any amount distributed in excess of distributable cash flow, regardless
of its source, as capital surplus. We do not anticipate that we will make any distributions from capital surplus.
Distributions of Available Cash from Distributable Cash Flow
We will make distributions of available cash from
distributable cash flow for any quarter in the following manner:
| • | First, 99.33% to all common unitholders, pro rata, and 0.67% to our general partner, until each common unitholder receives
a total of $0.4625 per unit for that quarter (the “first target distribution”); |
| • | Second, 86.33% to all common unitholders, pro rata, and 13.67% to our general partner, until each common unitholder receives
a total of $0.5375 per unit for that quarter (the “second target distribution”); |
| • | Third, 76.33% to all common unitholders, pro rata, and 23.67% to our general partner, until each common unitholder receives
a total of $0.6625 per unit for that quarter (the “third target distribution”); and |
| • | Thereafter, 51.33% to all common unitholders, pro rata, and 48.67% to our general partner. |
The preceding discussion is based on the assumptions
that our general partner maintains its 0.67% general partner interest and that we do not issue additional classes of equity securities.
Incentive distribution rights represent the right
to receive an increasing percentage of quarterly distributions of available cash from distributable cash flow after certain target distribution
levels have been achieved. The percentages set forth above for our general partner include the incentive distribution rights. Our general
partner currently holds the incentive distribution rights, but may transfer these rights separately from its general partner interest,
subject to restrictions in our partnership agreement.
Percentage Allocations of Available Cash from Distributable Cash
Flow
The following table illustrates the percentage
allocations of the additional available cash from distributable cash flow between the common unitholders and our general partner up to
the various target distribution levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the
percentage interests of our general partner and the common unitholders in any available cash from distributable cash flow we distribute
up to and including the corresponding amount in the column “Total Quarterly Distribution,” until available cash from distributable
cash flow we distribute reaches the next target distribution level, if any. The percentage interests shown for the common unitholders
and the general partner for the first target distribution are also applicable to quarterly distribution amounts that are less than the
first target distribution. The percentage interests set forth below for our general partner include its 0.67% general partner interest
and assume the general partner has not transferred its incentive distribution rights.
| |
| |
Marginal Percentage Interest in Distribution | |
| |
Total Quarterly Distribution Target Amount | |
Unitholders | | |
General Partner
and IDRs | |
Minimum Quarterly Distribution | |
$0.4625 | |
| 99.33 | % | |
| 0.67 | % |
First Target Distribution | |
$0.4625 | |
| 99.33 | % | |
| 0.67 | % |
Second Target Distribution | |
above $0.4625 up to $0.5375 | |
| 86.33 | % | |
| 13.67 | % |
Third Target Distribution | |
above $0.5375 up to $0.6625 | |
| 76.33 | % | |
| 23.67 | % |
Thereafter | |
above $0.6625 | |
| 51.33 | % | |
| 48.67 | % |
Distributions from Capital Surplus
How Distributions from Capital Surplus Will Be Made
We will make distributions of available cash from
capital surplus, if any, in the following manner:
| • | First, 99.33% to all common unitholders, pro rata, and 0.67% to the general partner, until we distribute for each common unit
an amount of available cash from capital surplus equal to the initial public offering price; and |
| • | Thereafter, we will make all distributions of available cash from capital surplus as if they were from distributable cash flow. |
Effect of a Distribution from Capital Surplus
The partnership agreement treats a distribution
of capital surplus as the repayment of the initial unit price from our initial public offering, which is a return of capital. The initial
public offering price less any distributions of capital surplus per common unit is referred to as the “unrecovered initial unit
price.” Each time a distribution of capital surplus is made, the target distribution levels will be reduced in the same proportion
as the corresponding reduction in the unrecovered initial unit price. Because distributions of capital surplus will reduce the target
distributions, after any of these distributions are made, it may be easier for the general partner to receive incentive distributions.
Once we distribute capital surplus on a common
unit in an amount equal to the initial unit price, we will reduce the target distribution levels to zero. We will then make all future
distributions from distributable cash flow, with 51.33% being paid to the holders of common units and 48.67% to the general partner. The
percentage interests shown for our general partner include its 0.67% general partner interest and assume the general partner has not transferred
the incentive distribution rights.
Adjustment to the Minimum Quarterly Distribution and Target Distribution
Levels
In addition to adjusting the target distribution
levels to reflect a distribution of capital surplus, if we combine our common units into fewer units or subdivide our common units into
a greater number of units, we will proportionately adjust:
| • | target distribution levels; and |
| • | the unrecovered initial unit price. |
For example, if a two-for-one split of the common
units should occur, the target distribution levels and the unrecovered initial unit price would each be reduced to 50% of its initial
level. We will not make any adjustment by reason of the issuance of additional units for cash or property.
In addition, if legislation is enacted or if existing
law is modified or interpreted by a governmental taxing authority, so that we become taxable as a corporation or otherwise subject to
taxation as an entity for federal, state or local income tax purposes, we will reduce the target distribution levels for each quarter
by multiplying each distribution level by a fraction, the numerator of which is available cash for that quarter and the denominator of
which is the sum of available cash for that quarter plus the general partner’s estimate of our aggregate liability for the quarter
for such income taxes payable by reason of such legislation or interpretation. To the extent that the actual tax liability differs from
the estimated tax liability for any quarter, the difference will be accounted for in subsequent quarters.
The amount of distributions paid under our cash
distribution policy and the decision to make any distribution is determined by our general partner, taking into consideration the terms
of our partnership agreement.
Distributions of Cash Upon Liquidation
General
If we dissolve in accordance with our partnership
agreement, we will sell or otherwise dispose of our assets in a process called liquidation. We will first apply the proceeds of liquidation
to the payment of our creditors. We will distribute any remaining proceeds to the partners, in accordance with their capital account balances,
as adjusted to reflect any gain or loss upon the sale or other disposition of our assets in liquidation; provided, that any unpaid cash
distribution on our Series A Preferred Units and Series B Preferred Units shall be paid prior to the making of any such distributions.
The allocations of gain and loss upon liquidation
are intended, to the extent possible, to entitle the holders of outstanding common units to receive their unrecovered initial unit. However,
there may not be sufficient gain upon our liquidation to enable the holders of common units to fully recover all of these amounts.
Manner of Adjustments for Gain
The manner of the adjustment for gain is set forth
in our partnership agreement. If liquidation occurs, the holders of outstanding Series A Preferred Units and Series B Preferred
Units will first be specifically allocated items of our gross income and gain in a manner designed to cause such holders to have a positive
capital balance equal to the liquidation preference of $25.00 per unit. We will then allocate any gain to the partners in the following
manner:
| • | First, to the partners who have negative balances in their capital accounts to the extent of and in proportion to those negative
balances; |
| • | Second, 99.33% to the common unitholders, pro rata, and 0.67% to the general partner, until the capital account for each common
unit is equal to the sum of: |
| (1) | the unrecovered initial unit price; and |
| (2) | the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; |
| • | Third, 99.33% to all common unitholders, pro rata, and 0.67% to the general partner, until we allocate under this paragraph
an amount per unit equal to: |
| (1) | the sum of the excess of the first target distribution per common unit over the minimum quarterly distribution per common unit for
each quarter of our existence; less |
| (2) | the cumulative amount per common unit of any distributions of available cash from distributable cash flow in excess of the minimum
quarterly distribution per common unit that we distributed 99.33% to the common unitholders, pro rata, and 0.67% to the general partner,
for each quarter of our existence; |
| • | Fourth, 86.33% to all common unitholders, pro rata, and 13.67% to the general partner, until we allocate under this paragraph
an amount per unit equal to: |
| (1) | the sum of the excess of the second target distribution per common unit over the first target distribution per common unit for each
quarter of our existence; less |
| (2) | the cumulative amount per common unit of any distributions of available cash from distributable cash flow in excess of the first target
distribution per common unit that we distributed 86.33% to the common unitholders, pro rata, and 13.67% to the general partner for each
quarter of our existence; |
| • | Fifth, 76.33% to all common unitholders, pro rata, and 23.67% to the general partner, until we allocate under this paragraph
an amount per unit equal to: |
| (1) | the sum of the excess of the third target distribution per unit over the second target distribution per common unit for each quarter
of our existence; less |
| (2) | the cumulative amount per common unit of any distributions of available cash from distributable cash flow in excess of the second
target distribution per common unit that we distributed 76.33% to the unitholders, pro rata, and 23.67% to the general partner for each
quarter of our existence; and |
| • | Thereafter, 51.33% to all common unitholders, pro rata, and 48.67% to the general partner. |
The percentage interests set forth above for our
general partner include its 0.67% general partner interest and assume the general partner has not transferred the incentive distribution
rights.
Manner of Adjustments for Losses
If liquidation occurs, we will generally allocate
any loss to the partners in the following manner:
| • | First, 99.33% to the holders of common units in proportion to the positive balances in their capital accounts and 0.67% to
the general partner, until the capital accounts of the common unitholders have been reduced to zero; |
| • | Second, to all partners holding Series A Preferred Units or Series B Preferred Units, pro rata, until the capital
account in respect of each Series A Preferred Unit or Series B Preferred Units has been reduced to zero; and |
| • | Thereafter, 100% to the general partner. |
Adjustments to Capital Accounts
We will make adjustments to capital accounts upon
the issuance of additional units. In doing so, we will allocate any unrealized and, for tax purposes, unrecognized gain or loss resulting
from the adjustments to the unitholders and the general partner in the same manner as we allocate gain or loss upon liquidation. In the
event that we make positive adjustments to the capital accounts upon the issuance of additional units, we will allocate any later negative
adjustments to the capital accounts resulting from the issuance of additional units or upon our liquidation in a manner which results,
to the extent possible, in the general partner’s capital account balances equaling the amount which they would have been if no earlier
positive adjustments to the capital accounts had been made.
THE
PARTNERSHIP AGREEMENT
The following is a summary of the material provisions
of our partnership agreement. Our partnership agreement is incorporated by reference as an exhibit to this registration statement of which
this prospectus constitutes a part. We will provide prospective investors with a copy of this agreement upon request at no charge.
We summarize the following provisions of our partnership
agreement elsewhere in this prospectus:
| • | with regard to distributions of available cash, please read “How We Make Cash Distributions”; |
| • | with regard to certain terms of the common units and the preferred units, please read “Description of the Common Units and the
Preferred Units”; and |
| • | with regard to allocations of taxable income and taxable loss, please read “Material U.S. Federal Income Tax Consequences.” |
Organization and Duration
We were organized on March 2, 2005 and have
a perpetual existence.
Purpose
Our purpose under our partnership agreement is
limited to any business activities that are approved by our general partner and that lawfully may be conducted by a limited partnership
organized under Delaware law; provided, that our general partner may not cause us to engage, directly or indirectly, in any business activity
that our general partner determines would cause us to be treated as an association taxable as a corporation or otherwise taxable as an
entity for federal income tax purposes.
Although our general partner has the ability to
cause us, our operating company or its subsidiaries to engage in activities other than the marketing, storage, terminalling, transportation
and distribution of petroleum and related products, distillates, residual oil, renewable fuels, crude oil and propane and owning, supplying
and operating gasoline stations and convenience stores, our general partner has no current plans to do so but may elect to do so free
of any fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests
of us or the limited partners. Our general partner is authorized in general to perform all acts it determines to be necessary or appropriate
to carry out our purposes and to conduct our business.
Power of Attorney
Each limited partner and each person who acquires
a unit from a unitholder, grants to our general partner and, if appointed, a liquidator, a power of attorney to, among other things, execute
and file documents required for our qualification, continuance or dissolution. The power of attorney also grants our general partner the
authority to amend, and to make consents and waivers under, our partnership agreement.
Capital Contributions
Unitholders are not obligated to make additional
capital contributions, except as described below under “— Limited Liability.”
Voting Rights
The following matters require the limited partners
vote specified below. Various matters require the approval of a “unit majority,” which means the approval of a majority of
the common units.
In voting their common units, our general partner
and its affiliates have no duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in
the best interests of us and our limited partners.
The following is a summary of the vote requirements
specified for certain matters under our partnership agreement:
Issuance of additional units |
Except in the case of the issuance of units that rank equal to or senior to the Series A Preferred Units and Series B Preferred Units, no approval required. |
|
|
Amendment of our partnership agreement |
Certain amendments may be made by our general partner without the approval of the limited partners. Other amendments generally require the approval of a unit majority. Unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series A Preferred Units, voting as a separate class, and the outstanding Series B Preferred Units, voting as a separate class, we may not adopt any amendment to our partnership agreement that our general partner determines would have a material adverse effect on the terms of the Series A Preferred Units or Series B Preferred Units, respectively. Please read “— Amendment of Our Partnership Agreement.” |
|
|
Merger of our partnership or the sale of all or
substantially all of our assets |
Unit majority in certain circumstances. Please read “—
Merger, Sale or Other Disposition of Assets.” |
|
|
Dissolution of our partnership |
Unit majority. Please read “— Termination and Dissolution.” |
|
|
Continuation of our partnership upon dissolution |
Unit majority. Please read “— Termination and Dissolution.” |
|
|
Removal of our general partner |
Not less than 66⅔%
of the outstanding common units, voting as a single class, including common units held by our general partner and its affiliates.
Please read “— Withdrawal or Removal of Our General Partner.” |
|
|
Transfer of our general partner interest |
Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our limited partners to an affiliate or to another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets to, such person. Please read “— Transfer of General Partner Interest.” |
|
|
Transfer of ownership interests in our general partner |
No approval required at any time. Please read “— Transfer of Ownership Interests in Our General Partner.” |
Limited Liability
Participation in the Control of Our Partnership
Assuming that a limited partner does not participate
in the control of our business within the meaning of the Delaware Act and that he otherwise acts in conformity with the provisions of
our partnership agreement, his liability under the Delaware Act will be limited, subject to possible exceptions, to the amount of capital
he is obligated to contribute to us for his common units plus his share of any undistributed profits and assets. If it were determined,
however, that the right, or exercise of the right, by the limited partners as a group:
| • | to remove or replace our general partner; |
| • | to approve some amendments to our partnership agreement; or |
| • | to take other action under our partnership agreement; |
constituted “participation in the control” of our business
for the purposes of the Delaware Act, then the limited partners could be held personally liable for our obligations under the laws of
Delaware, to the same extent as our general partner. This liability would extend to persons who transact business with us who reasonably
believe that the limited partner is a general partner. Neither our partnership agreement nor the Delaware Act specifically provides for
legal recourse against our general partner if a limited partner were to lose limited liability through any fault of our general partner.
While this does not mean that a limited partner could not seek legal recourse, we know of no precedent for such a claim in Delaware case
law.
Unlawful Partnership Distribution
Under the Delaware Act, a limited partnership
may not make a distribution to a partner if, after the distribution, all liabilities of the limited partnership, other than liabilities
to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property
of the partnership, would exceed the fair value of the assets of the limited partnership. For the purpose of determining the fair value
of the assets of a limited partnership, the Delaware Act provides that the fair value of property subject to liability for which recourse
of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property
exceeds the nonrecourse liability. The Delaware Act provides that a limited partner who receives a distribution and knew at the time of
the distribution that the distribution was in violation of the Delaware Act shall be liable to the limited partnership for the amount
of the distribution for three years. Under the Delaware Act, an assignee who becomes a substituted limited partner of a limited partnership
is liable for the obligations of his assignor to make contributions to the partnership, except the assignee is not obligated for liabilities
unknown to him at the time he became a limited partner and that could not be ascertained from the partnership agreement.
Failure to Comply with the Limited Liability Provisions of Jurisdictions
in Which We Do Business
We conduct business in a number of jurisdictions.
Maintenance of our limited liability as a member of our operating company may require compliance with legal requirements in the jurisdictions
in which our operating company conducts business, including qualifying our subsidiaries to do business there.
Limitations on the liability of limited partners
for the obligations of a limited partnership have not been clearly established in many jurisdictions. If, by virtue of our membership
interest in our operating company or otherwise, it were determined that we were conducting business in any state without compliance with
the applicable limited partnership or limited liability company statute, or that the right or exercise of the right by the limited partners
as a group to remove or replace our general partner, to approve some amendments to our partnership agreement or to take other action under
our partnership agreement constituted “participation in the control” of our business for purposes of the statutes of any relevant
jurisdiction, then the limited partners could be held personally liable for our obligations under the law of that jurisdiction to the
same extent as the general partner under the circumstances. We operate in a manner that our general partner considers reasonable and necessary
or appropriate to preserve the limited liability of the limited partners.
Issuance of Additional Securities
Except in the case of the issuance of units that
rank equal to or senior to the Series A Preferred Units or Series B Preferred Units, our partnership agreement authorizes us
to issue an unlimited number of additional partnership securities for the consideration and on the terms and conditions determined by
our general partner without the approval of the limited partners.
It is possible that we will fund acquisitions
through the issuance of additional common units or other partnership securities. Holders of any additional common units we issue will
be entitled to share equally with the then-existing holders of common units in our distributions of available cash. In addition, the issuance
of additional common units or other partnership securities may dilute the value of the interests of the then-existing holders of common
units in our net assets.
In accordance with Delaware law and the provisions
of our partnership agreement, we may also issue additional partnership securities that, as determined by our general partner, may have
special voting rights to which the common units are not entitled. In addition, our partnership agreement does not prohibit the issuance
by our subsidiaries of equity securities, which may effectively rank senior to the common units.
Upon issuance of additional partnership securities,
our general partner has the right, but not the obligation, to make additional capital contributions to the extent necessary to maintain
its 0.67% general partner interest in us. Our general partner’s 0.67% interest in us will be reduced if we issue additional common
units in the future and our general partner does not contribute a proportionate amount of capital to us to maintain its 0.67% general
partner interest. Moreover, our general partner has the right, which it may from time to time assign in whole or in part to any of its
affiliates, to purchase common units or other partnership securities whenever, and on the same terms that, we issue those securities to
persons other than our general partner and its affiliates, to the extent necessary to maintain its and its affiliates’ percentage
interest, including such interest represented by common units, that existed immediately prior to each issuance. The holders of common
units do not have preemptive rights to acquire additional common units or other partnership securities.
Amendment of Our Partnership Agreement
General
Amendments to our partnership agreement may be
proposed only by our general partner. However, our general partner has no duty or obligation to propose any amendment and may decline
to do so free of any duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best
interests of us or the limited partners. In order to adopt a proposed amendment, other than the amendments discussed below, our general
partner must seek written approval of the holders of the number of units required to approve the amendment or call a meeting of the limited
partners to consider and vote upon the proposed amendment. Except as described below, an amendment must be approved by a unit majority.
Prohibited Amendments
No amendment may:
| • | enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of
limited partner interests so affected; or |
| • | enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable
or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which may be given
or withheld in at its option. |
The provision of our partnership agreement preventing
the amendments having the effects described in the bullets above can be amended upon the approval of the holders of at least 90% of the
outstanding common units voting together as a single class (including units owned by our general partner and its affiliates).
No Limited Partner Approval
Our general partner may generally make amendments
to our partnership agreement without the approval of any limited partner or assignee to reflect:
| • | a change in our name, the location of our principal place of business, our registered agent or our registered office; |
| • | the admission, substitution, withdrawal, or removal of partners in accordance with the partnership agreement; |
| • | a change that our general partner determines to be necessary or appropriate for us to qualify or to continue our qualification as
a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that
neither we, our operating company, nor its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed
as an entity for federal income tax purposes (to the extent not already so treated or taxed); |
| • | an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents
or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of
1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA (as defined
below), whether or not substantially similar to plan asset regulations currently applied or proposed; |
| • | subject to the rights of holders of our Series A Preferred Units and Series B Preferred Units, an amendment that our general
partner determines to be necessary or appropriate for the authorization of additional partnership securities or rights to acquire partnership
securities; |
| • | any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone; |
| • | an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership
agreement; |
| • | any amendment that our general partner determines to be necessary or appropriate for the formation by us of, or our investment in,
any corporation, partnership, or other entity, as otherwise permitted by our partnership agreement; |
| • | a change in our fiscal year or taxable year and related changes; |
| • | mergers with or conveyances to another limited liability entity that is newly formed and has no assets, liabilities or operations
at the time of the merger or conveyance other than those it receives by way of the merger or conveyance; or |
| • | any other amendments substantially similar to any of the matters described above. |
In addition, subject to the rights of holders
of our Series A Preferred Units and Series B Preferred Units, our general partner may make amendments to our partnership agreement
without the approval of any limited partner or assignee if our general partner determines that those amendments:
| • | do not adversely affect the limited partners (or any particular class of limited partners) in any material respect; |
| • | are necessary or appropriate to satisfy any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling
or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; |
| • | are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline
or requirement of any securities exchange on which the limited partner interests are or will be listed for trading; |
| • | are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions
of our partnership agreement; or |
| • | are required to effect the intent expressed in the registration statement for our initial public offering or the intent of the provisions
of our partnership agreement or are otherwise contemplated by our partnership agreement. |
Opinion of Counsel and Limited Partner Approval
Our general partner is not required to obtain
an opinion of counsel that an amendment will not result in a loss of limited liability to the limited partners or result in our being
treated as an entity for federal income tax purposes in connection with any of the amendments described under “— No Limited
Partner Approval”. No other amendments to our partnership agreement will become effective without the approval of holders of at
least 90% of the outstanding common units voting as a single class unless we first obtain an opinion of counsel to the effect that the
amendment will not affect the limited liability under applicable law of any of our limited partners. Finally, our general partner may
consummate any merger without the prior approval of our unitholders if we are the surviving entity in the transaction, the transaction
would not result in a material amendment to the partnership agreement, each partnership security will be an identical partnership security
of our partnership following the transaction, the partnership securities to be issued do not exceed 20% of our outstanding partnership
securities immediately prior to the transaction and our general partner has received an opinion of counsel regarding certain limited liability
and tax matters.
In addition to the above restrictions, any amendment
that would have a material adverse effect on the rights or preferences of any class or series or partnership interests in relation to
other classes of partnership interests will require the approval of at least a majority of the class or series of partnership interests
so affected. Any amendment that reduces the voting percentage required to take any action must be approved by the affirmative vote of
limited partners whose aggregate outstanding units constitute not less than the voting requirement sought to be reduced.
Merger, Sale or Other Disposition of Assets
A merger or consolidation of us requires the prior
consent of our general partner. However, our general partner has no duty or obligation to consent to any merger or consolidation and may
decline to do so free of any duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in
the best interest of us or the limited partners.
In addition, our partnership agreement generally
prohibits our general partner, without the prior approval of the holders of common units representing a unit majority, from causing us
to, among other things, sell, exchange, or otherwise dispose of all or substantially all of our assets in a single transaction or a series
of related transactions, including by way of merger, consolidation, or other combination, or approving on our behalf the sale, exchange,
or other disposition of all or substantially all of the assets of our subsidiaries. Our general partner may, however, mortgage, pledge,
hypothecate, or grant a security interest in all or substantially all of our assets without that approval. Our general partner may also
sell all or substantially all of our assets under a foreclosure or other realization upon those encumbrances without that approval.
If the conditions specified in our partnership
agreement are satisfied, our general partner may convert us or any of our subsidiaries into a new limited liability entity or merge us
or any of our subsidiaries into, or convey some or all of our assets to, a newly formed entity if the sole purpose of that merger or conveyance
is to effect a mere change in our legal form into another limited liability entity. The limited partners are not entitled to dissenters’
rights of appraisal under our partnership agreement or applicable Delaware law in the event of a conversion, merger or consolidation,
a sale of substantially all of our assets, or any other transaction or event.
Termination and Dissolution
We will continue as a limited partnership until
terminated under our partnership agreement. We will dissolve upon:
| • | the election of our general partner to dissolve us, if approved by the holders of common units representing a unit majority; |
| • | there being no limited partners, unless we are continued without dissolution in accordance with applicable Delaware law; |
| • | the entry of a decree of judicial dissolution of our partnership; or |
| • | the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than
by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal following
approval and admission of a successor. |
Upon a dissolution under the fourth bullet point
above, the holders of a unit majority may also elect, within specific time limitations, to continue our business on the same terms and
conditions described in our partnership agreement by appointing as a successor general partner an entity approved by the holders of common
units representing a unit majority, subject to our receipt of an opinion of counsel to the effect that:
| • | the action would not result in the loss of limited liability of any limited partner; and |
| • | neither our partnership, our operating company nor any of our other subsidiaries would be treated as an association taxable as a corporation
or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue (to the extent not already
so treated or taxed). |
Liquidation and Distribution of Proceeds
Upon our dissolution, unless we are continued
as a new limited partnership, the liquidator authorized to wind up our affairs will, acting with all of the powers of our general partner
that are necessary or appropriate, liquidate our assets and apply the proceeds of the liquidation as described in “How We Make Cash
Distributions — Distributions of Cash Upon Liquidation”. The liquidator may defer liquidation or distribution
of our assets for a reasonable period of time or distribute assets to partners in kind if it determines that a sale would be impractical
or would cause undue loss to our partners.
Withdrawal or Removal of Our General Partner
Our general partner may withdraw as general partner
without first obtaining approval of any unitholder by giving 90 days’ written notice, and that withdrawal will not constitute a
violation of our partnership agreement. In addition, our partnership agreement permits our general partner in some instances to sell or
otherwise transfer all of its general partner interest in us without the approval of the limited partners. Please read “—
Transfer of General Partner Interest” and “— Transfer of Incentive Distribution Rights.”
Upon withdrawal of our general partner under any
circumstances, other than as a result of a transfer by our general partner of all or a part of its general partner interest in us, the
holders of a majority of the outstanding common units may select a successor to that withdrawing general partner. If a successor is not
elected, or is elected but an opinion of counsel regarding limited liability and tax matters cannot be obtained, we will be dissolved,
wound up, and liquidated, unless within a specified period of time after that withdrawal, the holders of a unit majority agree in writing
to continue our business and to appoint a successor general partner. Please read “— Termination and Dissolution.”
Our general partner may not be removed unless
that removal is approved by the vote of the holders of not less than 662∕3% of the outstanding units, voting together as a single
class, including common units held by our general partner and its affiliates, and we receive an opinion of counsel regarding limited liability
and tax matters. Any removal of our general partner is also subject to the approval of a successor general partner by the vote of the
holders of a majority of the outstanding common units. The ownership of more than 331∕3% of the outstanding common units by our
general partner and its affiliates would give them the practical ability to prevent our general partner’s removal.
Our partnership agreement also provides that if
our general partner is removed as our general partner under circumstances where cause does not exist and no common units held by our general
partner and its affiliates are voted in favor of that removal, our general partner will have the right to convert its general partner
interest and its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair
market value of the interests at the time.
In the event of removal of our general partner
under circumstances where cause exists or withdrawal of our general partner where that withdrawal violates our partnership agreement,
a successor general partner will have the option to purchase the general partner interest and incentive distribution rights of the departing
general partner for a cash payment equal to the fair market value of those interests. Under all other circumstances where the general
partner withdraws or is removed by the limited partners, the departing general partner will have the option to require the successor general
partner to purchase the general partner interest of the departing general partner and its incentive distribution rights for their fair
market value. In each case, this fair market value will be determined by agreement between the departing general partner and the successor
general partner. If no agreement is reached, an independent investment banking firm or other independent expert selected by the departing
general partner and the successor general partner will determine the fair market value. Or, if the departing general partner and the successor
general partner cannot agree upon an expert, then an expert chosen by agreement of the experts selected by each of them will determine
the fair market value.
If the option described above is not exercised
by either the departing general partner or the successor general partner, the departing general partner’s general partner interest
and its incentive distribution rights will automatically convert into common units with a value equal to the fair market value of those
interests as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph.
In addition, we will be required to reimburse
the departing general partner for all amounts due the departing general partner, including, without limitation, all employee-related liabilities,
including severance liabilities, incurred for the termination of any employees employed by the departing general partner or its affiliates
for our benefit.
Transfer of General Partner Interest
Our general partner and its affiliates may at
any time transfer units to one or more persons, without limited partner approval.
Transfer of Ownership Interests in Our General Partner
At any time, the members of our general partner
may sell or transfer all or part of their membership interests in our general partner without the approval of our unitholders.
Transfer of Incentive Distribution Rights
Our general partner or its affiliates or a subsequent
holder may transfer its incentive distribution rights to an affiliate of the holder (other than an individual) or another entity as part
of the merger or consolidation of such holder with or into another entity, the sale of all of the ownership interest of the holder or
the sale of all or substantially all of its assets to, that entity without the prior approval of the unitholders. The incentive distribution
rights are freely transferable.
Change of Management Provisions
Our partnership agreement contains specific provisions
that are intended to discourage a person or group from attempting to remove Global GP LLC as our general partner or otherwise change management.
If any person or group other than our general partner and its affiliates acquires beneficial ownership of 20% or more of the outstanding
partnership securities, that person or group loses voting rights on all of its partnership securities. This loss of voting rights does
not apply to any person or group that acquires the partnership securities from our general partner or its affiliates and any transferees
of that person or group approved by our general partner or to any person or group who acquires the partnership securities with the prior
approval of the board of directors of our general partner.
Our partnership agreement also provides that if
our general partner is removed under circumstances where cause does not exist and no units held by our general partner and its affiliates
are voted in favor of that removal, our general partner will have the right to convert its general partner interest and its incentive
distribution rights into common units or to receive cash in exchange for those interests.
Limited Call Right
If at any time our general partner and its affiliates
own more than 80% of the then-issued and outstanding partnership securities of any class (other than Series A Preferred Units and
Series B Preferred Units), our general partner will have the right, which it may assign in whole or in part to any of its affiliates
or to us, to acquire all, but not less than all, of the remaining partnership securities of the class held by unaffiliated persons. The
purchase price in the event of such an acquisitions is the greater of:
| • | the highest price paid by either of our general partner or any of its affiliates for any partnership securities of the class purchased
within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those partnership securities;
and |
| • | the average of the daily closing prices of the partnership securities of such class over the 20 trading days preceding the date three
days before the date the notice is mailed. |
As a result of our general partner’s right
to purchase outstanding partnership securities, a holder of partnership securities may have his partnership securities purchased at an
undesirable time or price. The tax consequences to a unitholder of the exercise of this call right are the same as a sale by that unitholder
of his common units in the market. The repurchase right described in this section does not apply to Series A Preferred Units or Series B
Preferred Units. Please read “Material U.S. Federal Income Tax Consequences — Disposition of Units.”
Meetings; Voting
Except as described below regarding a person or
group owning 20% or more of any partnership securities then outstanding, unitholders or assignees who are record holders of units on the
record date are entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters for which approvals may
be solicited. Common units that are owned by an assignee who is a record holder, but who has not yet been admitted as a limited partner,
will be voted by our general partner at the written direction of the record holder. Absent direction of this kind, the common units will
not be voted, except that, in the case of common units held by our general partner on behalf of non-citizen assignees, our general partner
will distribute the votes on those common units in the same ratios as the votes of limited partners on other units are cast.
Our general partner does not anticipate that any
meeting of limited partners will be called in the foreseeable future. Any action that is required or permitted to be taken by the limited
partners may be taken either at a meeting of the limited partners or without a meeting if consents in writing describing the action so
taken are signed by holders of the number of partnership securities necessary to authorize or take that action at a meeting. Meetings
of the limited partners may be called by our general partner or by limited partners owning at least 20% of the outstanding limited partner
interests of the class for which a meeting is proposed. Limited partners may vote either in person or by proxy at meetings. The holders
of a majority of the outstanding partnership securities of the class, classes or series entitled to vote and be present for which a meeting
has been called, represented in person or by proxy, will constitute a quorum unless any action by the limited partners requires approval
by holders of a greater percentage of the partnership securities in which case the quorum will be the greater percentage.
Each record holder of a common unit has a vote
according to his percentage interest in us, although additional limited partner interests having special voting rights could be issued.
Please read “— Issuance of Additional Securities.” However, if at any time any person or group, other than our general
partner and its affiliates, or a direct or subsequently approved transferee of our general partner or its affiliates, acquires, in the
aggregate, beneficial ownership of 20% or more of any class of partnership securities then outstanding, that person or group will lose
voting rights on all of its partnership securities and the partnership securities may not be voted on any matter and will not be considered
to be outstanding when sending notices of a meeting of limited partners, calculating required votes, determining the presence of a quorum,
or for other similar purposes. Common units held in nominee or street name account will be voted by the broker or other nominee in accordance
with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise.
Any notice, demand, request, report, or proxy
material required or permitted to be given or made to record holders of common units under our partnership agreement will be delivered
to the record holder by us or by the transfer agent.
Non-Citizen Assignees; Redemption
If we are or become subject to federal, state,
or local laws or regulations that, in the reasonable determination of our general partner, create a substantial risk of cancellation or
forfeiture of any property in which we have an interest in because of the nationality, citizenship, or other related status of any limited
partner or assignee, we may redeem the limited partner interest held by the limited partner or assignee at their current market price.
In order to avoid any cancellation or forfeiture, our general partner may require each limited partner or assignee to furnish information
about his nationality, citizenship, or related status. If a limited partner or assignee fails to furnish information about his nationality,
citizenship, or other related status within 30 days after a request for the information or our general partner determines after receipt
of the information that the limited partner or assignee is not an eligible citizen, the limited partner or assignee may be treated as
a non-citizen assignee. In addition to other limitations on the rights of an assignee that is not a substituted limited partner, a non-citizen
assignee does not have the right to direct the voting of his limited partner interests and may not receive distributions in kind upon
our liquidation.
Indemnification
Under our partnership agreement, in most circumstances,
we will indemnify the following persons, in most circumstances, to the fullest extent permitted by law, from and against all losses, claims,
damages, or similar events:
(1) our
general partner;
(2) any
departing general partner;
(3) any
person who is or was an affiliate of our general partner or any departing general partner;
(4) any
person who is or was an officer, director, member, partner, fiduciary or trustee of any entity described in (1), (2) or (3) above;
(5) any
person who is or was serving as a director, officer, member, partner, fiduciary or trustee of another person at the request of our general
partner or any departing general partner or any of their affiliates; or
(6) any
person designated by our general partner.
Any indemnification under these provisions will
only be out of our assets. Unless it otherwise agrees, our general partner will not be personally liable for, or have any obligation to
contribute or loan funds or assets to us to enable us to effectuate, indemnification. Our partnership agreement permits us to purchase
insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have
the power to indemnify the person against liabilities under our partnership agreement.
Reimbursement of Expenses
Our partnership agreement requires us to reimburse
our general partner for all direct and indirect expenses it incurs or payments it makes on our behalf and all other expenses allocable
to us or otherwise incurred by our general partner in connection with operating our business. These expenses include salary, bonus, incentive
compensation and other amounts paid to persons who perform services for us or on our behalf on-site at our terminals and pipeline, and
expenses allocated to our general partner by its affiliates. The general partner is entitled to determine in good faith the expenses that
are allocable to us.
Books and Reports
Our general partner is required to keep appropriate
books of our business at our principal offices. The books are maintained for both tax and financial reporting purposes on an accrual basis.
For tax and financial reporting purposes, our fiscal year is the calendar year.
We furnish or make available to record holders
of common units, within 120 days after the close of each fiscal year, an annual report containing audited financial statements and a report
on those financial statements by our independent public accountants. Except for our fourth quarter, we also furnish or make available
summary financial information within 90 days after the close of each quarter.
We furnish each record holder of a unit with information
reasonably required for tax reporting purposes within 90 days after the close of each calendar year. This information is furnished in
summary form so that some complex calculations normally required of partners can be avoided. Our ability to furnish this summary information
to unitholders depends on the cooperation of unitholders in supplying us with specific information. Every unitholder receives information
to assist him in determining his federal and state tax liability and filing his federal and state income tax returns, regardless of whether
he supplies us with information.
Right to Inspect Our Books and Records
Our partnership agreement provides that a limited
partner can, for a purpose reasonably related to his interest as a limited partner, upon reasonable demand stating the purpose of such
demand and at his own expense, obtained:
| • | a current list of the name and last known address of each partner; |
| • | a copy of our tax returns; |
| • | information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed
or to be contributed by each partner and the date on which each became a partner; |
| • | copies of our partnership agreement, the certificate of limited partnership of the partnership, related amendments, and powers of
attorney under which they have been executed; |
| • | information regarding the status of our business and financial condition; and |
| • | any other information regarding our affairs as is just and reasonable. |
Our general partner may, and intends to, keep
confidential from the limited partners trade secrets or other information the disclosure of which our general partner believes in good
faith is not in our best interests, could damage us or our business or that we are required by law or by agreements with third parties
to keep confidential.
Registration Rights
Under our partnership agreement, subject to certain
limitations, we have agreed to register for resale under the Securities Act of 1933 (the “Securities Act”) and applicable
state securities laws any common units or other partnership securities proposed to be sold by our general partner or any of its affiliates
or their assignees if an exemption from the registration requirements is not otherwise available. These registration rights continue for
two years following any withdrawal or removal of Global GP LLC as our general partner. We are obligated to pay all expenses incidental
to the registration, excluding underwriting discounts and commissions.
DESCRIPTION
OF DEBT SECURITIES
General
The debt securities will be:
| • | our direct general obligations; |
| • | either senior debt securities or subordinated debt securities; and |
| • | issued under separate indentures among us, any subsidiary guarantors and a trustee. |
Global Partners LP may issue debt securities in
one or more series, and GLP Finance Corp. will be a co-issuer of each such series of debt securities. GLP Finance Corp. was incorporated
under the laws of the State of Delaware in January 2007, is wholly owned by Global Partners LP and has no material assets or any
liabilities other than as a co-issuer of debt securities. Its activities are limited to co-issuing debt securities and engaging in other
activities incidental thereto. When used in this section “Description of Debt Securities,” the terms “we,” “us,”
“our” and “issuers” refer jointly to Global Partners LP and GLP Finance Corp., and the terms “Global LP”
and “GLP Finance” refer strictly to Global Partners LP and GLP Finance Corp., respectively.
If we offer senior debt securities, we will issue
them under a senior indenture. If we issue subordinated debt securities, we will issue them under a subordinated indenture. A form of
each indenture is filed as an exhibit to the registration statement of which this prospectus is a part. We have not restated either indenture
in its entirety in this description. You should read the relevant indenture because it, and not this description, will control your rights
as holders of the debt securities. Capitalized terms used in the summary have the meanings specified in the indentures.
Specific Terms of Each Series of Debt Securities in the Prospectus
Supplement
A prospectus supplement and a supplemental indenture
or authorizing resolutions relating to any series of debt securities being offered will include specific terms relating to the offering.
These terms will include some or all of the following:
| • | the guarantors of the debt securities, if any; |
| • | whether the debt securities are senior or subordinated debt securities; |
| • | the title of the debt securities; |
| • | the total principal amount of the debt securities; |
| • | the assets, if any, that are pledged as security for the payment of the debt securities; |
| • | whether we will issue the debt securities in individual certificates to each holder in registered form, or in the form of temporary
or permanent global securities held by a depository on behalf of holders; |
| • | the prices at which we will issue the debt securities; |
| • | the portion of the principal amount that will be payable if the maturity of the debt securities is accelerated; |
| • | the currency or currency unit in which the debt securities will be payable, if not U.S. dollars; |
| • | the dates on which the principal of the debt securities will be payable; |
| • | the interest rate that the debt securities will bear and the interest payment dates for the debt securities; |
| • | any conversion or exchange provisions; |
| • | any optional redemption provisions; |
| • | any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities; |
| • | any changes to or additional Events of Default or covenants; and |
| • | any other terms of the debt securities. |
We may offer and sell debt securities, including
original issue discount debt securities, at a substantial discount below their principal amount. The prospectus supplement will describe
special U.S. federal income tax and any other considerations applicable to those securities. In addition, the prospectus supplement may
describe certain special U.S. federal income tax or other considerations applicable to any debt securities that are denominated in a currency
other than U.S. dollars.
Guarantees
If specified in the prospectus supplement respecting
a series of debt securities, the subsidiaries of Global LP specified in the prospectus supplement will unconditionally guarantee to each
holder and the trustee, on a joint and several basis, the full and prompt payment of principal of, premium, if any, and interest on the
debt securities of that series when and as the same become due and payable, whether at maturity, upon redemption or repurchase, by declaration
of acceleration or otherwise. If a series of debt securities is guaranteed, such series will be guaranteed by substantially all of the
domestic subsidiaries of Global LP. The prospectus supplement will describe any limitation on the maximum amount of any particular guarantee
and the conditions under which guarantees may be released.
The guarantees will be general obligations of
the guarantors. Guarantees of subordinated debt securities will be subordinated to the Senior Indebtedness of the guarantors on the same
basis as the subordinated debt securities are subordinated to the Senior Indebtedness of Global LP.
Consolidation, Merger or Asset Sale
Each indenture will, in general, allow us to consolidate
or merge with or into another domestic entity. It will also allow each issuer to sell, lease, transfer or otherwise dispose of all or
substantially all of its assets to another domestic entity. If this happens, the remaining or acquiring entity must assume all of the
issuer’s responsibilities and liabilities under the indenture, including the payment of all amounts due on the debt securities and
performance of the issuer’s covenants in the indenture.
However, each indenture will impose certain requirements
with respect to any consolidation or merger with or into an entity, or any sale, lease, transfer or other disposition of all or substantially
all of an issuer’s assets, including:
| • | the remaining or acquiring entity must be organized under the laws of the United States, any state or the District of Columbia; provided
that GLP Finance may not merge, amalgamate or consolidate with or into another entity other than a corporation satisfying such requirement
for so long as Global LP is not a corporation; |
| • | the remaining or acquiring entity must assume the issuer’s obligations under the indenture; and |
| • | immediately after giving effect to the transaction, no Default or Event of Default (as defined under “— Events of Default
and Remedies” below) may exist. |
The remaining or acquiring entity will be substituted
for the issuer in the indenture with the same effect as if it had been an original party to the indenture, and the issuer will be relieved
from any further obligations under the indenture.
No Protection in the Event of a Change of Control
Unless otherwise set forth in the prospectus supplement,
the debt securities will not contain any provisions that protect the holders of the debt securities in the event of a change of control
of us or in the event of a highly leveraged transaction, whether or not such transaction results in a change of control of us.
Modification of Indentures
We may supplement or amend an indenture if the
holders of a majority in aggregate principal amount of the outstanding debt securities of all series issued under the indenture affected
by the supplement or amendment consent to it. Further, the holders of a majority in aggregate principal amount of the outstanding debt
securities of any series may waive past defaults under the indenture and compliance by us with our covenants with respect to the debt
securities of that series only. Those holders may not, however, waive any default in any payment on any debt security of that series or
compliance with a provision that cannot be supplemented or amended without the consent of each holder affected. Without the consent of
each outstanding debt security affected, no modification of the indenture or waiver may:
| • | reduce the percentage in principal amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
| • | reduce the principal of or extend the fixed maturity of any debt security; |
| • | reduce the premium payable upon redemption or change the time any debt securities may be redeemed; |
| • | reduce the rate of or extend the time for payment of interest on any debt security; |
| • | waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on the debt securities or a
provision that cannot be amended without the consent of each affected holder; |
| • | except as otherwise permitted under the indenture, release any security that may have been granted with respect to the debt securities; |
| • | make any debt security payable in currency other than that stated in the debt securities; |
| • | in the case of any subordinated debt security, make any change in the subordination provisions that adversely affects the rights of
any holder under those provisions; |
| • | make any change in the provisions of the indenture relating to the rights of holders of debt securities to receive payments of principal
of or premium, if any, or interest on the debt securities on or after the respective due date; |
| • | except as otherwise permitted in the indenture, release any guarantor from its obligations under its guarantee or the indenture or
change any guarantee in any manner that would adversely affect the rights of holders; or |
| • | make any change in the preceding amendment, supplement and waiver provisions. |
We may supplement or amend an indenture without
the consent of any holders of the debt securities in certain circumstances, including:
| • | to establish the form or terms of any series of debt securities; |
| • | to cure any ambiguity, defect or inconsistency; |
| • | to provide for uncertificated notes in addition to or in place of certified notes; |
| • | to provide for the assumption of an issuer’s obligations to holders of debt securities in the case of a merger or consolidation
or disposition of all or substantially all of such issuer’s assets; |
| • | in the case of any subordinated debt security, to make any change in the subordination provisions that limits or terminates the benefits
applicable to any holder of Senior Indebtedness of Global LP; |
| • | to add or to reflect the release of guarantors pursuant to the terms of the indenture; |
| • | to make any changes that would provide any additional rights or benefits to the holders of debt securities or that do not adversely
affect the rights under the indenture of any holder of debt securities; |
| • | to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture
Act of 1939, as amended (“Trust Indenture Act”); |
| • | to evidence or provide for the acceptance of appointment under the indenture of a successor or separate trustee; |
| • | to add any additional Events of Default; or |
| • | to secure the debt securities and/or the guarantees. |
Events of Default and Remedies
“Event of Default,” when used in an
indenture, will mean any of the following with respect to the debt securities of any series:
| • | failure to pay when due the principal of or any premium on any debt security of that series; |
| • | failure to pay, within 30 days of the due date, interest on any debt security of that series; |
| • | failure to pay when due any sinking fund payment with respect to any debt securities of that series; |
| • | failure to perform any other covenant in the indenture that continues for 60 days after written notice is given to the issuers; |
| • | certain events of bankruptcy, insolvency or reorganization of an issuer; or |
| • | any other Event of Default provided under the terms of the debt securities of that series. |
An Event of Default for a particular series of
debt securities will not necessarily constitute an Event of Default for any other series of debt securities issued under an indenture.
The trustee may withhold notice to the holders of debt securities of any default (except in the payment of principal, premium, if any,
or interest) if it considers such withholding of notice to be in the best interests of the holders.
If an Event of Default described in the fifth
bullet point above occurs, the entire principal of, premium, if any, and accrued interest on, all debt securities then outstanding will
be due and payable immediately, without any declaration or other act on the part of the trustee or any holders. If any other Event of
Default for any series of debt securities occurs and continues, the trustee or the holders of at least 25% in aggregate principal amount
of the debt securities of the series may declare the entire principal of, and accrued interest on, all the debt securities of that series
to be due and payable immediately. If this happens, subject to certain conditions, the holders of a majority in the aggregate principal
amount of the debt securities of that series can rescind the declaration.
Other than its duties in case of a default, a
trustee is not obligated to exercise any of its rights or powers under either indenture at the request, order or direction of any holders,
unless the holders offer the trustee reasonable security or indemnity. If they provide this reasonable security or indemnification, the
holders of a majority in aggregate principal amount of any series of debt securities may direct the time, method and place of conducting
any proceeding or any remedy available to the trustee, or exercising any power conferred upon the trustee, for that series of debt securities.
No Limit on Amount of Debt Securities
Neither indenture will limit the amount of debt
securities that we may issue, unless we indicate otherwise in a prospectus supplement. Each indenture will allow us to issue debt securities
of any series up to the aggregate principal amount that we authorize.
Registration of Notes
We will issue debt securities of a series only
in registered form, without coupons, unless otherwise indicated in the prospectus supplement.
Minimum Denominations
Unless the prospectus supplement states otherwise,
the debt securities will be issued only in principal amounts of $1,000 each or integral multiples of $1,000.
No Personal Liability
The general partner of Global LP and its directors,
officers, employees and members, as such, will have no liability for the obligations of the issuers or any guarantors under either indenture
or the debt securities or for any claim based on such obligations or their creation. Each holder of debt securities by accepting a debt
security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the debt securities.
The waiver may not be effective under federal securities laws, however, and it is the view of the SEC that such a waiver is against public
policy.
Payment and Transfer
The trustee will initially act as paying agent
and registrar under each indenture. The issuers may change the paying agent or registrar without prior notice to the holders of debt securities,
and the issuers or any of their subsidiaries may act as paying agent or registrar.
If a holder of debt securities has given wire
transfer instructions to the issuers, the issuers will make all payments on the debt securities in accordance with those instructions.
All other payments on the debt securities will be made at the corporate trust office of the trustee, unless the issuers elect to make
interest payments by check mailed to the holders at their addresses set forth in the debt security register.
The trustee and any paying agent will repay to
us upon request any funds held by them for payments on the debt securities that remain unclaimed for two years after the date upon which
that payment has become due. After payment to us, holders entitled to the money must look to us for payment as general creditors.
Exchange, Registration and Transfer
Debt securities of any series will be exchangeable
for other debt securities of the same series, the same total principal amount and the same terms, but in different authorized denominations
in accordance with the indenture. Holders may present debt securities for exchange or registration of transfer at the office of the registrar.
The registrar will effect the transfer or exchange when it is satisfied with the documents of title and identity of the person making
the request. We will not charge a service charge for any registration of transfer or exchange of the debt securities. We may, however,
require the payment of any tax or other governmental charge payable for that registration.
We will not be required to:
| • | issue, register the transfer of, or exchange debt securities of a series during a period of 15 days prior to the mailing of notice
of redemption of debt securities of that series; or |
| • | register the transfer of or exchange any debt security called for redemption. |
Provisions Relating only to the Senior Debt Securities
The senior debt securities will rank equally in
right of payment with all of our other senior and unsubordinated debt. The senior debt securities will be effectively subordinated, however,
to all of our secured debt to the extent of the value of the collateral for that debt. We will disclose the amount of our secured debt
in the prospectus supplement.
Provisions Relating only to the Subordinated Debt Securities
Subordinated Debt Securities Subordinated to Senior Indebtedness
The subordinated debt securities will rank junior
in right of payment to all of our Senior Indebtedness. “Senior Indebtedness” will be defined in a supplemental indenture or
authorizing resolutions respecting any issuance of a series of subordinated debt securities, and the definition will be set forth in the
prospectus supplement. If the subordinated debt securities are guaranteed by any of the subsidiaries of Global LP, then the guarantees
will be subordinated on like terms.
Payment Blockages
The subordinated indenture will provide that no
payment of principal, interest and any premium on the subordinated debt securities may be made in the event:
| • | we or our property (or any guarantor or its property) is involved in any liquidation, bankruptcy or similar proceeding; |
| • | we fail to pay the principal, interest, any premium or any other amounts on any of our Senior Indebtedness within any applicable grace
period or the maturity of such Senior Indebtedness is accelerated following any other default, subject to certain limited exceptions set
forth in the subordinated indenture; or |
| • | any other default on any of our Senior Indebtedness occurs that permits immediate acceleration of its maturity, in which case a payment
blockage on the subordinated debt securities will be imposed for a maximum of 179 days at any one time. |
No Limitation on Amount of Senior Debt
The subordinated indenture will not limit the
amount of Senior Indebtedness that we or any guarantor may incur, unless otherwise indicated in the prospectus supplement.
Book Entry, Delivery and Form
The debt securities of a particular series may
be issued in whole or in part in the form of one or more global certificates that will be deposited with the trustee as custodian for
The Depository Trust Company, New York, New York (“DTC”). This means that we will not issue certificates to each holder, except
in the limited circumstances described below. Instead, one or more global debt securities will be issued to DTC, who will keep a computerized
record of its participants (for example, your broker) whose clients have purchased the debt securities. The participant will then keep
a record of its clients who purchased the debt securities. Unless it is exchanged in whole or in part for a certificated debt security,
a global debt security may not be transferred, except that DTC, its nominees and their successors may transfer a global debt security
as a whole to one another.
Beneficial interests in global debt securities
will be shown on, and transfers of global debt securities will be made only through, records maintained by DTC and its participants.
DTC has provided us the following information:
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking
organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’
accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary
of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users
of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly (“Indirect Participants”). The DTC Rules applicable to its participants are on file with
the SEC.
We will wire all payments on the global debt securities
to DTC’s nominee. We and the trustee will treat DTC’s nominee as the owner of the global debt securities for all purposes.
Accordingly, we, the trustee and any paying agent will have no direct responsibility or liability to pay amounts due on the global debt
securities to owners of beneficial interests in the global debt securities.
It is DTC’s current practice, upon receipt
of any payment on the global debt securities, to credit Direct Participants’ accounts on the payment date according to their respective
holdings of beneficial interests in the global debt securities as shown on DTC’s records. In addition, it is DTC’s current
practice to assign any consenting or voting rights to Direct Participants whose accounts are credited with debt securities on a record
date, by using an omnibus proxy. Payments by participants to owners of beneficial interests in the global debt securities, and voting
by participants, will be governed by the customary practices between the participants and owners of beneficial interests, as is the case
with debt securities held for the account of customers registered in “street name.” However, payments will be the responsibility
of the participants and not of DTC, the trustee or us.
Debt securities represented by a global debt security
will be exchangeable for certificated debt securities with the same terms in authorized denominations only if:
| • | DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under
applicable law and in either event a successor depositary is not appointed by us within 90 days; or |
| • | an Event of Default occurs and DTC notifies the trustee of its decision to exchange the global debt security for certificated debt
securities. |
Satisfaction and Discharge; Defeasance
Each indenture will be discharged and will cease
to be of further effect as to all outstanding debt securities of any series issued thereunder, when:
| (a) | all outstanding debt securities of that series that have been authenticated (except lost, stolen or destroyed debt securities that
have been replaced or paid and debt securities for whose payment money has theretofore been deposited in trust and thereafter repaid to
us) have been delivered to the trustee for cancellation; or |
| (b) | all outstanding debt securities of that series that have not been delivered to the trustee for cancellation have become due and payable
or will become due and payable at their stated maturity within one year or are to be called for redemption within one year under arrangements
satisfactory to the trustee and in any case we have irrevocably deposited or caused to be irrevocably deposited with the trustee as trust
funds in trust cash sufficient to pay and discharge the entire indebtedness of such debt securities not delivered to the trustee for cancellation,
for principal, premium, if any, and accrued interest to the date of such deposit (in the case of debt securities that have been due and
payable) or the stated maturity or redemption date; and |
| (2) | we have paid or caused to be paid all other sums payable by us under the indenture. |
The debt securities of a particular series will
be subject to legal or covenant defeasance to the extent, and upon the terms and conditions, set forth in the prospectus supplement.
Governing Law
Each indenture and all of the debt securities
will be governed by the laws of the State of New York.
The Trustee
We will enter into the indentures with a trustee
that is qualified to act under the Trust Indenture Act and with any other trustees chosen by us and appointed in a supplemental indenture
for a particular series of debt securities. We may maintain a banking relationship in the ordinary course of business with our trustee
and one or more of its affiliates.
Resignation or Removal of Trustee
If the trustee has or acquires a conflicting interest
within the meaning of the Trust Indenture Act, the trustee must either eliminate its conflicting interest or resign, to the extent and
in the manner provided by, and subject to the provisions of, the Trust Indenture Act and the applicable indenture. Any resignation will
require the appointment of a successor trustee under the applicable indenture in accordance with the terms and conditions of such indenture.
The trustee may resign or be removed by us with
respect to one or more series of debt securities and a successor trustee may be appointed to act with respect to any such series. The
holders of a majority in aggregate principal amount of the debt securities of any series may remove the trustee with respect to the debt
securities of such series.
Limitations on Trustee if It Is Our Creditor
Each indenture will contain certain limitations
on the right of the trustee, in the event that it becomes a creditor of an issuer or a guarantor, to obtain payment of claims in certain
cases, or to realize on certain property received in respect of any such claim as security or otherwise.
Certificates and Opinions to Be Furnished to Trustee
Each indenture will provide that, in addition
to other certificates or opinions that may be specifically required by other provisions of an indenture, every application by us for action
by the trustee must be accompanied by a certificate of certain of our officers and an opinion of counsel (who may be our counsel) stating
that, in the opinion of the signers, all conditions precedent to such action have been complied with by us.
MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES
This section summarizes the material U.S. federal
income tax consequences that may be relevant to prospective unitholders and is based upon current provisions of the U.S. Internal Revenue
Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury regulations thereunder (the “Treasury Regulations”),
and current administrative rulings and court decisions, all of which are subject to change. Changes in these authorities may cause the
federal income tax consequences to a prospective unitholder to vary substantially from those described below, possibly on a retroactive
basis. Unless the context otherwise requires, references in this section to “we”, “us” or “the partnership”
are references to Global Partners LP and our operating company or its subsidiaries.
Legal conclusions contained in this section, unless
otherwise noted, are the opinion of Vinson & Elkins L.L.P. insofar as they relate to matters of U.S. federal income tax law and
are based on the accuracy of representations made by us to them for this purpose. However, this section does not address all U.S. federal
income tax matters that may affect us or our unitholders, such as the application of the alternative minimum tax that may be applicable
to certain unitholders. This section also does not address local taxes, state taxes, non-U.S. taxes or other taxes that may be applicable,
except to the limited extent that such tax considerations are addressed below under “— State, Local and Other Tax Considerations.”
Furthermore, this section focuses on unitholders who are individual citizens or residents of the United States (for U.S. federal income
tax purposes), who have the U.S. dollar as their functional currency, who use the calendar year as their taxable year, who purchase units
in this offering, who do not materially participate in the conduct of our business activities and who hold such units as capital assets
(typically, property that is held for investment). This section has limited applicability to corporations (including other entities treated
as corporations for U.S. federal income tax purposes), partnerships (including other entities treated as partnerships for U.S. federal
income tax purposes), estates, trusts, non-resident aliens or other unitholders subject to specialized tax treatment, such as tax-exempt
entities, non-U.S. persons, individual retirement accounts (“IRAs”), employee benefit plans, real estate investment trusts
or mutual funds.
Accordingly, we encourage each prospective unitholder to consult
the unitholder’s own tax advisor in analyzing the federal, state, local and non-U.S. tax consequences that are particular to that
unitholder resulting from ownership or disposition of our units and potential changes in applicable tax laws.
We are relying on the opinions and advice of Vinson &
Elkins L.L.P. with respect to the matters described herein. An opinion of counsel represents only that counsel’s best legal judgment
and does not bind the Internal Revenue Service (the “IRS”) or a court. Accordingly, the opinions and statements made herein
may not be sustained by a court if contested by the IRS. Any such contest of the matters described herein may materially and adversely
impact the market for our units and the prices at which our units trade. In addition, our costs of any contest with the IRS will be borne
indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution. Furthermore,
the tax consequences of an investment in us may be significantly modified by future legislative or administrative changes or court decisions,
which may be retroactively applied.
For the reasons described below, Vinson &
Elkins L.L.P. has not rendered an opinion with respect to the following U.S. federal income tax issues: (1) the treatment of a unitholder
whose units are the subject of a securities loan (e.g., a loan to a short seller to cover a short sale of units) (please read “—
Tax Consequences of Unit Ownership — Treatment of Securities Loans”); (2) whether our monthly convention
for allocating taxable income and losses is permitted by existing Treasury Regulations (please read “— Disposition of Units — Allocations
Between Transferors and Transferees”); and (3) whether our method for taking into account Section 743 adjustments is sustainable
in certain cases (please read “— Tax Consequences of Unit Ownership — Section 754 Election”
and “— Uniformity of Units”).
Taxation of the Partnership
Partnership Status
We expect to be treated as a partnership for U.S.
federal income tax purposes and, therefore, subject to the discussion below under “— Administrative Matters — Information
Returns and Audit Procedures”, generally will not be liable for entity-level U.S. federal income taxes. Instead, as described below,
each of our unitholders will take into account its respective share of our items of income, gain, loss and deduction in computing its
U.S. federal income tax liability as if the unitholder had earned such income directly, even if we make no cash distributions to the unitholder.
Distributions we make to a unitholder will not give rise to income or gain taxable to such unitholder, unless the distributions of cash
or marketable securities treated as cash exceed the unitholder’s adjusted tax basis in its units. Please read “— Tax
Consequences of Unit Ownership — Treatment of Distributions” and “— Disposition of Units”).
Section 7704 of the Code generally provides
that a publicly-traded partnership will be treated as a corporation for U.S. federal income tax purposes. However, if 90% or more of a
partnership’s gross income for every taxable year it is publicly-traded consists of “qualifying income,” the partnership
may continue to be treated as a partnership for U.S. federal income tax purposes (the “Qualifying Income Exception”). Qualifying
income includes (i) interest, (ii) dividends, (iii) real property rents within the meaning of Section 856(d) of
the Code, as modified by Section 7704(d)(3) of the Code, (iv) gains from the sale or other disposition of real property,
(v) income and gains derived from the exploration, development, mining or production, processing, refining, transportation (including
pipelines transporting gas, oil, or products thereof) or the marketing of any “mineral or natural resource”, and (vi) gains
from the sale or other disposition of capital assets (or property described in Section 1231(b) of the Code) held for the production
of income that otherwise constitutes qualifying income. We estimate that less than 5% of our current gross income is not qualifying income;
however, this estimate could change from time to time.
No ruling has been or will be sought from the
IRS with respect to our classification as a partnership for U.S. federal income tax purposes or as to the classification of our partnership
and limited liability company operating subsidiaries. Instead we have relied on the opinion of Vinson & Elkins L.L.P. that, based
upon the Code, existing Treasury Regulations, published revenue rulings and court decisions and representations described below, Global
Partners LP and each of our partnership and limited liability company operating subsidiaries, other than those that have been identified
as corporations to Vinson & Elkins L.L.P., will be classified as partnerships or disregarded entities for U.S. federal income
tax purposes.
Vinson & Elkins L.L.P. is of the opinion
that we will be treated as a partnership for U.S. federal income tax purposes and each of our partnership and limited liability company
operating subsidiaries, other than those that have been identified as corporations to Vinson & Elkins L.L.P., will be treated
as a partnership or will be disregarded as an entity separate from us. In rendering its opinion, Vinson & Elkins L.L.P. has relied
on factual representations made by us and our general partner, including, without limitation:
| (1) | Neither we nor any of our partnership or limited liability company operating subsidiaries, other than those that have been identified
as corporations to Vinson & Elkins L.L.P., has elected or will elect to be treated as a corporation for U.S. federal income tax
purposes; |
| (2) | For each taxable year since and including the year of our initial public offering, more than 90% of our gross income has been and
will be income of a character that Vinson & Elkins L.L.P. has opined is “qualifying income” within the meaning of
Section 7704(d) of the Code; and |
| (3) | Each hedging transaction that we treat as resulting in qualifying income has been and will be appropriately identified as a hedging
transaction pursuant to applicable Treasury Regulations, and has been and will be associated with oil, natural gas, or products thereof
that are held or to be held by us in activities that Vinson & Elkins L.L.P. has opined or will opine result in qualifying income. |
We believe that these representations are true
and will be true in the future.
If we fail to meet the Qualifying Income Exception,
other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable time after discovery (in which
case the IRS may also require us to make adjustments with respect to our unitholders or pay other amounts), we will be treated as transferring
all of our assets, subject to all of our liabilities, to a newly formed corporation, on the first day of the year in which we fail to
meet the Qualifying Income Exception in return for stock in that corporation and then as distributing that stock to our unitholders in
liquidation of their interests in us. This deemed contribution and liquidation should not result in the recognition of taxable income
(i) to us (which would be allocated to our unitholders) so long as the aggregate amount of our liabilities does not exceed the adjusted
tax basis of our assets or (ii) by our unitholders so long as their respective shares of our liabilities do not exceed their adjusted
tax basis in their units. Thereafter, we would be treated as an association taxable as a corporation for U.S. federal income tax purposes.
The present U.S. federal income tax treatment
of publicly traded partnerships, including us, or an investment in our units may be modified by administrative or legislative action or
judicial interpretation at any time. From time to time, members of the U.S. Congress and certain presidential administrations have proposed
and considered substantive changes to the U.S. existing federal income tax laws that would affect publicly-traded partnerships. Recent
proposals have provided for the expansion of the Qualifying Income Exception in certain circumstances and other proposals have provided
for the total elimination of the Qualifying Income Exception upon which we rely for our treatment as a partnership for U.S. federal income
tax purposes.
It is possible that a change in law could affect
us and may be applied retroactively. Any such changes could negatively impact the value of an investment in our units. If for any reason
we are taxable as a corporation in any taxable year, our items of income, gain, loss and deduction would be taken into account by us in
determining the amount of our liability for U.S. federal income tax, rather than being passed through to our unitholders.
At the state level, several states have been evaluating
ways to subject partnerships to entity-level taxation through the imposition of state income, franchise or other forms of taxation. Imposition
of a similar tax on us in the jurisdictions in which we operate or in other jurisdictions to which we may expand could substantially reduce
our cash available for distribution to our unitholders.
If for any reason we are taxable as a corporation
in any taxable year, our items of income, gain, loss and deduction would be taken into account by us in determining the amount of our
liability for U.S. federal income tax, rather than being passed through to our unitholders. Our taxation as a corporation would materially
reduce our cash available for distribution to unitholders and thus would likely substantially reduce the value of our units. Any distribution
made to a unitholder at a time when we are treated as a corporation would be (i) a taxable dividend to the extent of our current
or accumulated earnings and profits, then (ii) a nontaxable return of capital to the extent of the unitholder’s adjusted tax
basis in its units (determined separately for each unit), and thereafter (iii) taxable capital gain. In addition, as discussed above,
our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to
taxation as a corporation or because our general partner makes an election for us to be taxed as a corporation or otherwise subjects us
to entity-level taxation for federal, state or local income tax purposes, the minimum quarterly distribution amount and the target distribution
amounts may be adjusted to reflect the impact of that law on us. Therefore, treatment of us as a corporation or the assessment of a material
amount of entity-level taxation would result in a material reduction in the anticipated cash generated from operations and after-tax return
to the unitholders, likely causing a substantial reduction in the value of our common units.
The remainder of this discussion is based on the
opinion of Vinson & Elkins L.L.P. that we will be treated as a partnership for U.S. federal income tax purposes.
Tax Consequences of Unit Ownership
Limited Partner Status
Unitholders who are admitted as limited partners
of the partnership will be treated as partners of the partnership for U.S. federal income tax purposes, and unitholders whose units are
held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to
the ownership of their units will be treated as partners of the partnership for U.S. federal income tax purposes. In addition, a beneficial
owner of units whose units have been transferred to a short seller to complete a short sale would appear to lose their status as a partner
with respect to such units for U.S. federal income tax purposes. For a discussion related to the risks of losing partner status as a result
of securities loans, please read “— Tax Consequences of Unit Ownership — Treatment of Securities Loans.”
Income, gain, deductions or losses would not appear
to be reportable by a unitholder who is not a partner for U.S. federal income tax purposes, and any cash distributions received by a unitholder
who is not a partner for U.S. federal income tax purposes would therefore appear to be fully taxable as ordinary income. A unitholder
who is not treated as a partner in us as described above is urged to consult its own tax advisors with respect to the tax consequences
applicable to such unitholder under its particular circumstances.
Flow-Through of Taxable Income
Subject to the discussion below under “—
Entity-Level Collections of Unitholder Taxes” and “—Administrative Matters — Information Returns
and Audit Procedures”, and assuming our general partner does not make an election for us to be taxed as a corporation as a result
of a change in tax law, with respect to payments we may be required to make on behalf of our unitholders, we will not pay any U.S. federal
income tax. Rather, each unitholder will be required to report on its U.S. federal income tax return each year its share of our income,
gains, losses and deductions for our taxable year or years ending with or within its taxable year. Consequently, we may allocate income
to a unitholder even if that unitholder has not received a cash distribution.
Basis of Units
A unitholder’s tax basis in its units initially
will be the amount paid or treated as paid for those units increased by the unitholder’s initial allocable share of our liabilities.
That basis generally will be (i) increased by the unitholder’s share of our income and any increases in such unitholder’s
share of our liabilities, and (ii) decreased, but not below zero, by the amount of all distributions to the unitholder, the unitholder’s
share of our losses, any decreases in the unitholder’s share of our liabilities, and the amount of any excess business interest
allocated to the unitholder. The IRS has ruled that a partner who acquires interests in a partnership in separate transactions must combine
those interests and maintain a single adjusted tax basis for all of those interests.
Treatment of Distributions
Distributions made by us to a unitholder generally
will not be taxable to the unitholder, unless such distributions are of cash or marketable securities that are treated as cash and exceed
the unitholder’s tax basis in its units, in which case the unitholder generally will recognize gain taxable in the manner described
below under “— Disposition of Units.”
Any reduction in a unitholder’s share of
our “nonrecourse liabilities” (liabilities for which no partner bears the economic risk of loss) will be treated as a distribution
by us of cash to that unitholder. A decrease in a unitholder’s percentage interest in us because of our issuance of additional units
may decrease such unitholder’s share of our nonrecourse liabilities. For purposes of the foregoing, a unitholder’s share of
our nonrecourse liabilities generally will be based upon such unitholder’s share of the unrealized appreciation (or depreciation)
in our assets, to the extent thereof, with any excess nonrecourse liabilities allocated based on the unitholder’s share of our profits.
Please read “— Disposition of Units.”
A non-pro rata distribution of money or property
(including a deemed distribution as a result of the reallocation of our nonrecourse liabilities described above) may cause a unitholder
to recognize ordinary income if the distribution reduces the unitholder’s share of our “unrealized receivables,” including
depreciation recapture and substantially appreciated “inventory items,” both as defined in Section 751 of the Code (“Section 751
Assets”). To the extent of such reduction, the unitholder would be deemed to receive its proportionate share of the Section 751
Assets and exchange such assets with us in return for a portion of the non-pro rata distribution. This deemed exchange will generally
result in the unitholder’s recognition of ordinary income in an amount equal to the excess of (1) the non-pro rata portion
of that distribution over (2) the unitholder’s tax basis (typically zero) in the Section 751 Assets deemed to be relinquished
in the exchange.
Limitations on Deductibility of Losses
A unitholder may not be entitled to deduct the
full amount of loss we allocate to it because its share of our losses will be limited to the lesser of (i) the unitholder’s
adjusted tax basis in its units, and (ii) in the case of a unitholder that is an individual, estate, trust or certain types of closely-held
corporations, the amount for which the unitholder is considered to be “at risk” with respect to our activities. A unitholder
will be at risk to the extent of its adjusted tax basis in its units, reduced by (1) any portion of that basis attributable to the
unitholder’s share of our nonrecourse liabilities, (2) any portion of that basis representing amounts otherwise protected against
loss because of a guarantee, stop loss agreement or similar arrangement, and (3) any amount of money the unitholder borrows to acquire
or hold its units, if the lender of those borrowed funds owns an interest in us, is related to another unitholder or can look only to
the units for repayment. A unitholder subject to the at risk limitation must recapture losses deducted in previous years to the extent
that distributions (including distributions deemed to result from a reduction in a unitholder’s share of nonrecourse liabilities)
cause the unitholder’s at risk amount to be less than zero at the end of any taxable year.
Losses disallowed to a unitholder or recaptured
as a result of the basis or at risk limitations will carry forward and will be allowable as a deduction in a later year to the extent
that the unitholder’s adjusted tax basis or at risk amount, whichever is the limiting factor, is subsequently increased. Upon a
taxable disposition of our units, any gain recognized by a unitholder can be offset by losses that were previously suspended by the at
risk limitation but not losses suspended by the basis limitation. Any loss previously suspended by the at risk limitation in excess of
that gain can no longer be used, and will not be available to offset a unitholder’s salary or active business income.
In addition to the basis and at risk limitations,
passive activity loss limitations limit the deductibility of losses incurred by individuals, estates, trusts, some closely-held corporations
and personal service corporations from “passive activities” (such as, trade or business activities in which the taxpayer does
not materially participate). The passive loss limitations are applied separately with respect to each publicly-traded partnership. Consequently,
any passive losses we generate will be available to offset only passive income generated by us. Passive losses that exceed a unitholder’s
share of the passive income we generate may be deducted in full when a unitholder disposes of all of its units in a fully taxable transaction
with an unrelated party. The passive activity loss rules are applied after other applicable limitations on deductions, including
the at risk and basis limitations.
For taxpayers other than corporations in taxable
years beginning before January 1, 2029, an “excess business loss” limitation further limits the deductibility of losses
by such taxpayers. An excess business loss is the excess (if any) of a taxpayer’s aggregate deductions for the taxable year that
are attributable to the trades or businesses of such taxpayer (determined without regard to the excess business loss limitation) over
the aggregate gross income or gain of such taxpayer for the taxable year that is attributable to such trades or businesses plus a threshold
amount. The threshold amount for 2024 is equal to $305,000 or $610,000 (increased annually by the applicable inflation adjustment) for
taxpayers filing a joint return. Disallowed excess business losses are treated as a net operating loss carryover to the following tax
year. Any losses we generate that are allocated to a unitholder and not otherwise limited by the basis, at risk or passive loss limitations
will be included in the determination of such unitholder’s aggregate trade or business deductions. Consequently, any losses we generate
that are not otherwise limited will only be available to offset a unitholder’s other trade or business income plus an amount of
non-trade or business income equal to the applicable threshold amount. Thus, except to the extent of the threshold amount, our losses
that are not otherwise limited may not offset a unitholder’s non-trade or business income (such as salaries, fees, interest, dividends
and capital gains). This excess business loss limitation will be applied after the passive activity loss limitation.
Limitations on Interest Deductions
In general, we are entitled to a deduction for
interest paid or accrued on indebtedness properly allocable to our trade or business during our taxable year. However, our deduction for
this “business interest” is limited to the sum of our business interest income and 30% of our “adjusted taxable income.”
For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest or business interest
income. This limitation is first applied at the partnership level and any deduction for business interest is taken into account in determining
our non-separately stated taxable income or loss. Then, in applying this business interest limitation at the partner level, the adjusted
taxable income of each of our unitholders is determined without regard to such unitholder’s distributive share of any of our items
of income, gain, deduction or loss and is increased by such unitholder’s distributive share of our excess taxable income, which
is generally equal to the excess of 30% of our adjusted taxable income over the amount of our deduction for business interest for a taxable
year.
To the extent our deduction for business interest
is not limited, we will allocate the full amount of our deduction for business interest among our unitholders in accordance with their
percentage interests in us. To the extent our deduction for business interest is limited, the amount of any disallowed deduction for business
interest will also be allocated to each unitholder in accordance with their percentage interest in us, but such amount of “excess
business interest” will not be currently deductible. Subject to certain limitations and adjustments to a unitholder’s basis
in its units, this excess business interest may be carried forward and deducted by a unitholder in a future taxable year. Further, a unitholder’s
basis in his or her units will generally be increased by the amount of any excess business interest upon a disposition of such units.
In addition to this limitation on the deductibility
of a partnership’s business interest, the deductibility of a non-corporate taxpayer’s “investment interest expense”
generally is limited to the amount of that taxpayer’s “net investment income.” Investment interest expense includes:
| · | interest on indebtedness allocable to property held for investment; |
| · | interest expense allocated against portfolio income; and |
| · | the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent allocable against portfolio
income. |
The computation of a unitholder’s investment
interest expense will take into account interest on any margin account borrowing or other loan incurred to purchase or carry a unit. Net
investment income includes gross income from property held for investment and amounts treated as portfolio income under the passive loss
rules, less deductible expenses, other than interest, directly connected with the production of investment income. Net investment income
does not include qualified dividend income (if applicable) or gains attributable to the disposition of property held for investment. A
unitholder’s share of a publicly traded partnership’s portfolio income and, according to the IRS, net passive income will
be treated as investment income for purposes of the investment interest expense limitation.
Entity-Level Collections of Unitholder Taxes
If we are required or elect under applicable law
to pay any federal, state, local or non-U.S. tax on behalf of any current or former unitholder, our partnership agreement authorizes us
to treat the payment as a distribution of cash to the relevant unitholder. Where the tax is payable on behalf of all unitholders or we
cannot determine the specific unitholder on whose behalf the tax is payable, our partnership agreement authorizes us to treat the payment
as a distribution to all current unitholders. We are authorized to amend our partnership agreement in the manner necessary to maintain
uniformity of intrinsic tax characteristics of common units and to adjust later distributions, so that after giving effect to these distributions,
the priority and characterization of distributions otherwise applicable under our partnership agreement is maintained as nearly as is
practicable. Payments by us as described above could give rise to an overpayment of tax on behalf of a unitholder, in which event the
unitholder may be entitled to claim a refund of the overpayment amount. Please read “— Administrative Matters — Information
Returns and Audit Procedures”. Each unitholder is urged to consult its tax advisor to determine the consequences to them of any
tax payment we make on its behalf.
Allocation of Income, Gain, Loss and Deduction
Except as described below, our items of income,
gain, loss and deduction will be allocated among our unitholders in accordance with their percentage interests in us. At any time that
incentive distributions are made to our general partner, gross income will be allocated to the recipients to the extent of these distributions.
Specified items of our income, gain, loss and
deduction will be allocated under Section 704(c) of the Code (or the principles of Section 704(c) of the Code) to
account for any difference between the adjusted tax basis and fair market value of our assets at the time such assets are contributed
to us and at the time of any subsequent offering of our units (a “Book-Tax Disparity”). As a result, the U.S. federal income
tax burden associated with any Book-Tax Disparity immediately prior to an offering will be borne by our partners holding interests in
us prior to such offering. In addition, items of recapture income will be specially allocated to the extent possible (subject to the limitations
described above) to the unitholder who was allocated the deduction giving rise to that recapture income in order to minimize the recognition
of ordinary income by other unitholders.
An allocation of items of our income, gain, loss
or deduction, other than an allocation required by the Code to eliminate a Book-Tax Disparity, will be given effect for U.S. federal income
tax purposes in determining a unitholder’s share of an item of income, gain, loss or deduction only if the allocation has “substantial
economic effect.” In any other case, a unitholder’s share of an item will be determined on the basis of the unitholder’s
interest in us, which will be determined by taking into account all the facts and circumstances, including (i) the partner’s
relative contributions to us, (ii) the interests of all the partners in profits and losses, (iii) the interest of all the partners
in cash flow and (iv) the rights of all the partners to distributions of capital upon liquidation. Vinson & Elkins L.L.P.
is of the opinion that, with the exception of the issues described in “— Section 754 Election” and “—
Disposition of Units — Allocations Between Transferors and Transferees,” allocations of income, gain, loss or
deduction under our partnership agreement will be given effect for U.S. federal income tax purposes.
Treatment of Securities Loans
A unitholder whose units are the subject of a
securities loan (for example, a loan to a “short seller” to cover a short sale of units) may be treated as having disposed
of those units. If so, such unitholder would no longer be treated for tax purposes as a partner with respect to those units during the
period of the loan and may recognize gain or loss as a result of such deemed disposition. As a result, during this period (i) any
of our income, gain, loss or deduction allocated to those units would not be reportable by the lending unitholder, and (ii) any cash
distributions received by the lending unitholder as to those units may be treated as ordinary taxable income.
Due to a lack of controlling authority, Vinson &
Elkins L.L.P. has not rendered an opinion regarding the tax treatment of a unitholder that enters into a securities loan with respect
to its units. A unitholder desiring to assure its status as a partner and avoid the risk of income recognition from a loan of its units
is urged to modify any applicable brokerage account agreements to prohibit its brokers from borrowing and lending its units. The IRS has
announced that it is studying issues relating to the tax treatment of short sales of partnership interests. Please read “—
Disposition of Units — Recognition of Gain or Loss.”
Tax Rates
Under current law, the highest marginal U.S. federal
income tax rates for individuals applicable to ordinary income and long-term capital gains (generally, gains from the sale or exchange
of certain investment assets held for more than one year) are 37% and 20%, respectively. These rates are subject to change by new legislation
at any time.
In addition, a 3.8% net investment income tax
applies to certain net investment income earned by individuals, estates, and trusts. For these purposes, net investment income generally
includes a unitholder’s allocable share of our income and gain realized by a unitholder from a sale of units (without taking into
account the 20% deduction discussed below). In the case of an individual, the tax will be imposed on the lesser of (i) the unitholder’s
net investment income from all investments, or (ii) the amount by which the unitholder’s modified adjusted gross income exceeds
$250,000 (if the unitholder is married and filing jointly or a surviving spouse), $125,000 (if the unitholder is married and filing separately)
or $200,000 (if the unitholder is unmarried or in any other case). In the case of an estate or trust, the tax will be imposed on the lesser
of (i) undistributed net investment income, or (ii) the excess adjusted gross income over the dollar amount at which the highest
income tax bracket applicable to an estate or trust begins.
For taxable years beginning after December 31,
2017 and ending on or before December 31, 2025, subject to certain limitations, an individual unitholder is entitled to a deduction
equal to 20% of his or her allocable share of our “qualified business income.” For purposes of this deduction, our “qualified
business income” is equal to the sum of:
| · | the net amount of our U.S. items of income, gain, deduction and loss to the extent such items are included or allowed in the determination
of taxable income for the year, excluding, however, certain specified types of passive investment income (such as capital gains and dividends)
and certain payments made to the unitholder for services rendered to the Partnership; and |
| · | any gain recognized upon a disposition of our units to the extent such gain is attributable to Section 751 Assets, such as depreciation
recapture and our “inventory items,” and is thus treated as ordinary income under Section 751 of the Code. |
Section 754 Election
We have made the election permitted by Section 754
of the Code that permits us to adjust the tax basis in each of our assets as to specific purchasers of our units under Section 743(b) of
the Code to reflect the unit purchase price upon subsequent purchases of units. That election is irrevocable without the consent of the
IRS. The Section 743(b) adjustment separately applies to a unitholder who purchases units from or exchanges units with another
unitholder based upon the values and adjusted tax basis of each of our assets at the time of the relevant purchase, and the adjustment
will reflect the purchase price paid. The Section 743(b) adjustment does not apply to a person who purchases units directly
from us. For purposes of this discussion, a unitholder’s basis in our assets will be considered to have two components: (1) its
share of the tax basis in our assets as to all unitholders and (2) its Section 743(b) adjustment to that tax basis (which
may be positive or negative).
Under our partnership agreement, we are authorized
to take a position to preserve the uniformity of units even if that position is not consistent with applicable Treasury Regulations. A
literal application of Treasury Regulations governing a Section 743(b) adjustment attributable to properties depreciable under
Section 167 of the Code may give rise to differences in the taxation of unitholders purchasing units from us and unitholders purchasing
from other unitholders. If we have any such properties, we intend to adopt methods employed by other publicly traded partnerships to preserve
the uniformity of units, even if inconsistent with existing Treasury Regulations, and Vinson & Elkins L.L.P. has not opined on
the validity of this approach. Please read “— Uniformity of Units.”
The IRS may challenge the positions we adopt with
respect to depreciating or amortizing the Section 743(b) adjustment we take to preserve the uniformity of units due to lack
of controlling authority. Because a unitholder’s adjusted tax basis in its units is reduced by its share of our items of deduction
or loss, any position we take that understates deductions will overstate a unitholder’s tax basis in its units and may cause the
unitholder to understate gain or overstate loss on any sale of such units. Please read “— Disposition of Units — Recognition
of Gain or Loss.” If a challenge to such treatment were sustained, the gain from the sale of units may be increased without the
benefit of additional deductions.
The calculations involved in the Section 754
election are complex and are made on the basis of assumptions as to the value of our assets and other matters. The IRS could seek to reallocate
some or all of any Section 743(b) adjustment we allocated to our depreciable assets to goodwill or nondepreciable assets. Goodwill,
as an intangible asset, is generally amortizable over a longer period of time or under a less accelerated method than certain of our tangible
assets. We cannot assure any unitholder that the determinations we make will not be successfully challenged by the IRS or that the resulting
deductions will not be reduced or disallowed altogether. Should the IRS require a different tax basis adjustment to be made, and should,
in our opinion, the expense of compliance exceed the benefit of the election, we may seek permission from the IRS to revoke our Section 754
election. If permission is granted, a subsequent purchaser of units may be allocated more income than it would have been allocated had
the election not been revoked.
Tax Treatment of Operations
Accounting Method and Taxable Year
We use the year ending December 31 as our
taxable year and the accrual method of accounting for U.S. federal income tax purposes. Each unitholder will be required to include in
its tax return its share of our income, gain, loss and deduction for each taxable year ending within or with its taxable year. In addition,
a unitholder who has a taxable year ending on a date other than December 31 and who disposes of all of its units following the close
of our taxable year but before the close of its taxable year must include its share of our income, gain, loss and deduction in income
for its taxable year, with the result that it will be required to include in income for its taxable year its share of more than twelve
months of our income, gain, loss and deduction. Please read “— Disposition of Units — Allocations Between
Transferors and Transferees.”
Tax Basis, Depreciation and Amortization
The tax basis of each of our assets will be used
for purposes of computing depreciation and cost recovery deductions and, ultimately, gain or loss on the disposition of these assets.
If we dispose of depreciable property by sale, foreclosure or otherwise, all or a portion of any gain, determined by reference to the
amount of depreciation and depletion deductions previously taken, may be subject to the recapture rules and taxed as ordinary income
rather than capital gain. Similarly, a unitholder who has taken cost recovery or depreciation deductions with respect to property we own
will likely be required to recapture some or all of those deductions as ordinary income upon a sale of its interest in us. Please read
“— Tax Consequences of Unit Ownership — Allocation of Income, Gain, Loss and Deduction” and “—
Disposition of Units — Recognition of Gain or Loss.”
The costs we incur in offering and selling our
units (called “syndication expenses”) must be capitalized and cannot be deducted currently, ratably or upon our termination.
While there are uncertainties regarding the classification of certain costs as organization expenses, which may be amortized by us, and
as syndication expenses, which may not be amortized by us, the underwriting discounts and commissions we incur will be treated as syndication
expenses. Please read “Disposition of Units — Recognition of Gain or Loss.”
We are allowed a first-year bonus depreciation
deduction equal to 60% of the adjusted basis of certain depreciable property acquired and placed in service in 2024. For property placed
in service during subsequent years, the deduction is phased down by 20% per year until December 31, 2026. This depreciation deduction
applies to both new and used property. However, use of the deduction with respect to used property is subject to certain anti-abuse restrictions,
including the requirement that the property be acquired from an unrelated party. We can elect to forgo the depreciation bonus and use
the alternative depreciation system for any class of property for a taxable year.
Valuation and Tax Basis of Each of Our Properties
The U.S. federal income tax consequences of the
ownership and disposition of units will depend in part on our estimates of the relative fair market values and the tax basis of each of
our assets. Although we may from time to time consult with professional appraisers regarding valuation matters, we will make many of the
relative fair market value estimates ourselves. These estimates and determinations of tax basis are subject to challenge and will not
be binding on the IRS or the courts. If the estimates of fair market value or tax basis are later found to be incorrect, the character
and amount of items of income, gain, loss or deduction previously reported by a unitholder could change, and such unitholder could be
required to adjust its tax liability for prior years and incur interest and penalties with respect to those adjustments.
Disposition of Units
Recognition of Gain or Loss
A unitholder will be required to recognize gain
or loss on a sale or exchange of a unit equal to the difference, if any, between the unitholder’s amount realized and the adjusted
tax basis in the unit sold (taking into account any basis adjustments attributable to previously disallowed interest deductions). A unitholder’s
amount realized generally will equal the sum of the cash and the fair market value of other property it receives plus its share of our
nonrecourse liabilities with respect to the unit sold or exchanged. Because the amount realized includes a unitholder’s share of
our nonrecourse liabilities, the gain recognized on the sale or exchange of a unit could result in a tax liability in excess of any cash
received from such sale or exchange.
Except as noted below, gain or loss recognized
by a unitholder on the sale or exchange of a unit held for more than one year generally will be taxable as long-term capital gain or loss.
However, gain or loss recognized on the disposition of units will be separately computed and taxed as ordinary income or loss under Section 751
of the Code to the extent attributable to Section 751 Assets, such as depreciation recapture and our “inventory items,”
regardless of whether such inventory item has substantially appreciated in value. Ordinary income attributable to Section 751 Assets
may exceed net taxable gain realized on the sale or exchange of a unit and may be recognized even if there is a net taxable loss realized
on the sale or exchange of a unit. Thus, a unitholder may recognize both ordinary income and capital gain or loss upon a sale or exchange
of a unit. Net capital loss may offset capital gains and, in the case of individuals, up to $3,000 of ordinary income per year.
For purposes of calculating gain or loss on the
sale or exchange of a unit, the unitholder’s adjusted tax basis will be adjusted by its allocable share of our income or loss in
respect of its unit for the year of the sale. Furthermore, as described above, the IRS has ruled that a partner who acquires interests
in a partnership in separate transactions must combine those interests and maintain a single adjusted tax basis for all those interests.
Upon a sale or other disposition of less than all of those interests, a portion of that tax basis must be allocated to the interests sold
using an “equitable apportionment” method, which generally means that the tax basis allocated to the interest sold equals
an amount that bears the same relation to the partner’s tax basis in its entire interest in the partnership as the value of the
interest sold bears to the value of the partner’s entire interest in the partnership.
Treasury Regulations under Section 1223 of
the Code allow a selling unitholder who can identify units transferred with an ascertainable holding period to elect to use the actual
holding period of the units transferred. Thus, according to the ruling discussed in the paragraph above, a unitholder will be unable to
select high or low basis units to sell or exchange as would be the case with corporate stock, but, according to the Treasury Regulations,
such unitholder may designate specific units sold for purposes of determining the holding period of the units transferred. A unitholder
electing to use the actual holding period of any unit transferred must consistently use that identification method for all subsequent
sales or exchanges of our units. A unitholder considering the purchase of additional units or a sale or exchange of units purchased in
separate transactions is urged to consult its tax advisor as to the possible consequences of this ruling and application of the Treasury
Regulations.
Specific provisions of the Code affect the taxation
of some financial products and securities, including partnership interests, by treating a taxpayer as having sold an “appreciated”
financial position, including a partnership interest with respect to which gain would be recognized if it were sold, assigned or terminated
at its fair market value, in the event the taxpayer or a related person enters into:
| · | an offsetting notional principal contract; or |
| · | a futures or forward contract with respect to the partnership interest or substantially identical property. |
Moreover, if a taxpayer has previously entered
into a short sale, an offsetting notional principal contract or a futures or forward contract with respect to the partnership interest,
the taxpayer will be treated as having sold that position if the taxpayer or a related person then acquires the partnership interest or
substantially identical property. The Secretary of the Treasury is authorized to issue Treasury Regulations that treat a taxpayer that
enters into transactions or positions that have substantially the same effect as the preceding transactions as having constructively sold
the financial position. Please read “— Tax Consequences of Unit Ownership — Treatment of Securities Loans.”
Allocations Between Transferors and Transferees
In general, our taxable income or loss will be
determined annually, will be prorated on a monthly basis and will be subsequently apportioned among the unitholders in proportion to the
number of units owned by each of them as of the opening of the applicable exchange on the first business day of the month (the “Allocation
Date”). Nevertheless, we allocate certain deductions for depreciation of capital additions based upon the date the underlying property
is placed in service, and gain or loss realized on a sale or other disposition of our assets or, in the discretion of the general partner,
any other extraordinary item of income, gain, loss or deduction will be allocated among the unitholders on the Allocation Date in the
month in which such income, gain, loss or deduction is recognized. As a result, a unitholder transferring units may be allocated income,
gain, loss and deduction realized after the date of transfer.
Although simplifying conventions are contemplated
by the Code and most publicly traded partnerships use similar simplifying conventions, existing Treasury Regulations do not specifically
authorize the use of the proration method we have adopted. Accordingly, Vinson & Elkins L.L.P. is unable to opine on the validity
of this method of allocating income and deductions between transferee and transferor unitholders. If the IRS determines that this method
is not allowed under the Treasury Regulations our taxable income or losses could be reallocated among our unitholders. Under our partnership
agreement, we are authorized to revise our method of allocation between transferee and transferor unitholders, as well as among unitholders
whose interests vary during a taxable year, to conform to a method permitted under the Treasury Regulations.
A unitholder who disposes of units prior to the
record date set for a cash distribution for that quarter will be allocated items of our income, gain, loss and deduction attributable
to the month of disposition (and any other month during the quarter to which such cash distribution relates and the holder held common
units on the first day of such month) but will not be entitled to receive a cash distribution for that period.
Notification Requirements
A unitholder who sells or exchanges any of its
units is generally required to notify us in writing of that transaction within 30 days after the transaction (or, if earlier, January 15
of the year following the transaction in the case of a seller). Upon receiving such notifications, we are required to notify the IRS of
the transaction and to furnish specified information to the transferor and transferee. Failure to notify us of a transfer of units may,
in some cases, lead to the imposition of penalties. However, these reporting requirements do not apply to a sale by an individual who
is a citizen of the United States and who effects the sale or exchange through a broker who will satisfy such requirements.
Uniformity of Units
Because we cannot match transferors and transferees
of units and for other reasons, we must maintain uniformity of the economic and tax characteristics of the units to a purchaser of these
units. As a result of the need to preserve uniformity, we may be unable to completely comply with a number of U.S. federal income tax
requirements. Any non-uniformity could have a negative impact on the value of our units. Please read “—Tax Consequences of
Unit Ownership — Section 754 Election.”
Our partnership agreement permits our general
partner to take positions in filing our tax returns that preserve the uniformity of our units. These positions may include reducing the
depreciation, amortization or loss deductions to which a unitholder would otherwise be entitled or reporting a slower amortization of
Section 743(b) adjustments for some unitholders than that to which they would otherwise be entitled. Vinson & Elkins
L.L.P. is unable to opine as to the validity of such filing positions.
A unitholder’s adjusted tax basis in units
is reduced by its share of our deductions (whether or not such deductions were claimed on an individual income tax return) so that any
position that we take that understates deductions will overstate the unitholder’s basis in its units, and may cause the unitholder
to understate gain or overstate loss on any sale of such units. Please read “— Disposition of Units — Recognition
of Gain or Loss” and “— Tax Consequences of Unit Ownership — Section 754 Election” above.
The IRS may challenge one or more of any positions we take to preserve the uniformity of our units. If such a challenge were sustained,
the uniformity of units might be affected, and, under some circumstances, the gain from any sale of our units might be increased without
the benefit of additional deductions.
Tax-Exempt Organizations and Other Investors
Ownership of our units by employee benefit plans
and other tax-exempt organizations, as well as by non-resident alien individuals, non-U.S. corporations and other non-U.S. persons (collectively,
“Non-U.S. Unitholders”) raises issues unique to those investors and, as described below, may have substantial adverse tax
consequences to them.
Employee benefit plans and most other tax-exempt
organizations, including IRAs and other retirement plans, are subject to U.S. federal income tax on unrelated business taxable income.
Virtually all of our income allocated to tax-exempt organizations will be unrelated business taxable income and will be taxable to a tax-exempt
unitholder. Additionally, all or part of any gain recognized by a tax exempt organization upon a sale or other disposition of our units
may be unrelated business taxable income and may be taxable to them. Each prospective unitholder that is a tax-exempt entity or a Non-U.S.
Unitholder should consult its tax advisors before investing in our units.
Non-U.S.
Unitholders are taxed by the United States on income effectively connected with a U.S. trade or business (“effectively connected
income”) and on certain types of U.S.-source non-effectively connected income (such as dividends), unless exempted or further limited
by an income tax treaty. Each Non-U.S. Unitholder will be considered to be engaged in business in the United States because of its ownership
of our units. Furthermore, Non-U.S. Unitholders will be deemed to conduct such activities through a permanent establishment in the United
States within the meaning of an applicable tax treaty. Consequently, each Non-U.S. Unitholder will be required to file federal tax returns
to report its share of our income, gain, loss or deduction and pay U.S. federal income tax on its share of our net income or gain. Moreover,
under rules applicable to publicly-traded partnerships, distributions to Non-U.S. Unitholders are subject to withholding at the highest
applicable effective tax rate. In addition, distributions to non-U.S. persons will also be subject to a 10% withholding tax on
the amount of any distribution in excess of our cumulative net income. As we do not compute our cumulative net income for such purposes
due to the complexity of the calculation and lack of clarity in how it would apply to us, we intend to treat all of our distributions
as being in excess of our cumulative net income for such purposes and subject to such 10% withholding tax. Accordingly, distributions
to non-U.S. persons will be subject to a combined withholding tax rate equal to the sum of the highest applicable effective tax rate and
10%. Each Non-U.S. Unitholder must obtain a taxpayer identification number from the IRS and submit that number to our transfer agent on
a Form W-8BEN or W-8BEN-E (or other applicable or successor form) in order to obtain credit for these withholding taxes.
In addition, if a Non-U.S. Unitholder is classified
as a non-U.S. corporation, it will be treated as engaged in a United States trade or business and may be subject to the U.S. branch profits
tax at a rate of 30%, in addition to regular U.S. federal income tax, on its share of our income and gain as adjusted for changes in the
foreign corporation’s “U.S. net equity” to the extent reflected in the corporation’s earnings and profits. That
tax may be reduced or eliminated by an income tax treaty between the United States and the country in which the foreign corporate unitholder
is a “qualified resident.” In addition, this type of unitholder is subject to special information reporting requirements under
Section 6038C of the Code.
A Non-U.S. Unitholder who sells or otherwise disposes
of a unit will be subject to U.S. federal income tax on gain realized from the sale or disposition of that unit to the extent the gain
is effectively connected with a U.S. trade or business of the Non-U.S. Unitholder. Gain realized by a Non-U.S. Unitholder from the sale
of its interest in a partnership that is engaged in a trade or business in the United States will be considered to be “effectively
connected” with a U.S. trade or business to the extent that gain that would be recognized upon a sale by the partnership of all
of its assets would be “effectively connected” with a U.S. trade or business. Thus, all of a Non-U.S. Unitholder’s gain
from the sale or other disposition of our units would be treated as effectively connected with a unitholder’s indirect U.S. trade
or business constituted by its investment in us and would be subject to U.S. federal income tax. As a result of the effectively connected
income rules described above, the exclusion from U.S. taxation under the Foreign Investment in Real Property Tax Act for gain from
the sale of partnership units regularly traded on an established securities market will not prevent a Non-U.S. Unitholder from being subject
to U.S. federal income tax on gain from the sale or disposition of its units to the extent such gain is effectively connected with a U.S.
trade or business.
Moreover, the transferee of an interest in a partnership
that is engaged in a U.S. trade or business is generally required to withhold 10% of the amount realized by the transferor unless the
transferor certifies that it is not a foreign person. While the determination of a partner’s “amount realized” generally
includes any decrease of a partner’s share of the partnership’s liabilities, the Treasury regulations provide that the “amount
realized” on a transfer of an interest in a publicly traded partnership, such as our common units, will generally be the amount
of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor, and thus will be determined without
regard to any decrease in that partner’s share of a publicly traded partnership’s liabilities. For a transfer of interests
in a publicly traded partnership that is effected through a broker, the obligation to withhold is imposed on the transferor’s broker.
Current and prospective foreign unitholders should consult their tax advisors regarding the impact of these rules on an investment
in our common units.
Administrative Matters
Information Returns and Audit Procedures
We intend to furnish to each unitholder, within
90 days after the close of each taxable year, specific tax information, including a Schedule K-1, which describes its share of our income,
gain, loss and deduction for our preceding taxable year. In preparing this information, which will not be reviewed by counsel, we will
take various accounting and reporting positions, some of which have been mentioned earlier, to determine each unitholder’s share
of income, gain, loss and deduction. We cannot assure our unitholders that those positions will yield a result that conforms to all of
the requirements of the Code, Treasury Regulations or administrative interpretations of the IRS.
The
IRS may audit our U.S. federal income tax information returns. Neither we nor Vinson & Elkins L.L.P. can assure prospective unitholders
that the IRS will not successfully challenge the positions we adopt, and such a challenge could adversely affect the value of our units.
Adjustments resulting from an IRS audit may require each unitholder to adjust a prior year’s tax liability, and may result
in an audit of the unitholder’s own return. Any audit of a unitholder’s return could result in adjustments unrelated to our
returns.
Publicly-traded partnerships are treated as entities
separate from their owners for purposes of U.S. federal income tax audits, judicial review of administrative adjustments by the IRS and
tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined in a partnership
proceeding rather than in separate proceedings for each of the partners. If the IRS makes audit adjustments to our income tax returns,
it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from
us, unless we elect to have our general partner, unitholders and former unitholders take any audit adjustment into account in accordance
with their interests in us during the taxable year under audit. Similarly, for such taxable years, if the IRS makes audit adjustments
to income tax returns filed by an entity in which we are a member or partner, it may assess and collect any taxes (including penalties
and interest) resulting from such audit adjustment directly from such entity.
Generally, we expect to elect to have our general
partner, unitholders and former unitholders take any such audit adjustment into account in accordance with their interests in us during
the taxable year under audit, but there can be no assurance that such election will be effective in all circumstances. If we are unable
or if it is not economical to have our general partner, unitholders and former unitholders take such audit adjustment into account in
accordance with their interests in us during the taxable year under audit, our then current unitholders may bear some or all of the tax
liability resulting from such audit adjustment, even if such unitholders did not own our units during the taxable year under audit. If,
as a result of any such audit adjustment, we are required to make payments of taxes, penalties or interest, our cash available for distribution
to our unitholders might be substantially reduced.
The Code requires us to designate a partner, or
other person, with a substantial presence in the United States as the partnership representative (“Partnership Representative”).
The Partnership Representative has the sole authority to act on our behalf for purposes of, among other things, U.S. federal income tax
audits and judicial review of administrative adjustments by the IRS. We have designated our general partner as the Partnership Representative.
Any actions taken by us or by the Partnership Representative on our behalf with respect to, among other things, U.S. federal income tax
audits and judicial review of administrative adjustments by the IRS, will be binding on us and all of our unitholders.
Additional Withholding Requirements
Withholding taxes may apply to certain types of
payments made to “foreign financial institutions” (as specially defined in the Code) and certain other non-U.S. entities.
Specifically, a 30% withholding tax may be imposed on withholdable payments, including interest, dividends and other fixed or determinable
annual or periodic gains, profits and income from sources within the United States (“FDAP Income”) paid to a foreign financial
institution or to a “non-financial foreign entity” (as specially defined in the Code), unless (i) the foreign financial
institution undertakes certain diligence and reporting, (ii) the non-financial foreign entity either certifies it does not have any
substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner or (iii) the foreign financial
institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. While withholdable payments would have
originally included payments of gross proceeds from the sale or other disposition of any property of a type which could produce interest
or dividends from sources within the United States (“Gross Proceeds”) on or after January 1, 2019, proposed Treasury
Regulations provide that such payments of Gross Proceeds do not constitute withholdable payments. Taxpayers may rely generally on these
proposed Treasury Regulations until they are revoked or final Treasury Regulations are issued.
If the payee is a foreign financial institution
and is subject to the diligence and reporting requirements in clause (i) above, it must enter into an agreement with the U.S. Department
of the Treasury requiring, among other things, that it undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign
entities, annually report certain information about such accounts and withhold 30% on payments to noncompliant foreign financial institutions
and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with
the United States governing these requirements may be subject to different rules.
To the extent we have FDAP Income that is not
treated as effectively connected with a U.S. trade or business (please read “— Tax-Exempt Organizations and Other Investors”),
a unitholder that is a foreign financial institution or certain other non-U.S. entity, or a person that holds its units through such foreign
entities, may be subject to withholding on distributions they receive from us, or its distributive share of our income, pursuant to the
rules described above. Each prospective unitholder should consult its own tax advisors regarding the potential application of these
withholding provisions to its investment in our units.
Nominee Reporting
Persons who hold an interest in us as a nominee
for another person are required to furnish to us:
| (1) | the name, address and taxpayer identification number of the beneficial owner and the nominee; |
| (2) | a statement regarding whether the beneficial owner is: |
| (b) | a non-U.S. government, an international organization or any wholly owned agency or instrumentality of either of the foregoing; or |
| (3) | the amount and description of units held, acquired or transferred for the beneficial owner; and |
| (4) | specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost
for purchases, as well as the amount of net proceeds from sales. |
Each broker and financial institution is required
to furnish additional information, including whether such broker or financial institution is a U.S. person and specific information on
any units such broker or financial institution acquires, holds or transfers for its own account. A penalty per failure, with a significant
maximum penalty per calendar year, is imposed by the Code for failure to report that information to us. The nominee is required to supply
the beneficial owner of our units with the information furnished to us.
Accuracy-Related Penalties
Certain penalties may be imposed as a result of
an underpayment of tax that is attributable to one or more specified causes, including negligence or disregard of rules or regulations,
substantial understatements of income tax and substantial valuation misstatements. No penalty will be imposed, however, for any portion
of an underpayment if it is shown that there was a reasonable cause for the underpayment of that portion and that the taxpayer acted in
good faith regarding the underpayment of that portion. We do not anticipate that any accuracy-related penalties will be assessed against
us.
State, Local and Other Tax Considerations
In addition to U.S. federal income taxes, unitholders
may be subject to other taxes, including state and local income taxes, unincorporated business taxes and estate, inheritance or intangibles
taxes that may be imposed by the various jurisdictions in which we conduct business or own property now or in the future or in which the
unitholder is a resident. We conduct business or own property in many states in the United States. Some of these states may impose an
income tax on individuals, corporations and other entities. As we make acquisitions or expand our business, we may own property or conduct
business in additional states that impose a personal income tax. Although an analysis of those various taxes is not presented here, each
prospective unitholder should consider the potential impact of such taxes on its investment in us.
A unitholder may be required to file income tax
returns and pay income taxes in some or all of the jurisdictions in which we do business or own property, though such unitholder may not
be required to file a return and pay taxes in certain jurisdictions because its income from such jurisdictions falls below the jurisdiction’s
filing and payment requirement. Further, a unitholder may be subject to penalties for a failure to comply with any filing or payment requirement
applicable to such unitholder. Some of the jurisdictions may require us, or we may elect, to withhold a percentage of income from amounts
to be distributed to a unitholder who is not a resident of the jurisdiction. Withholding, the amount of which may be greater or less than
a particular unitholder’s income tax liability to the jurisdiction, generally does not relieve a nonresident unitholder from the
obligation to file an income tax return.
Tax Consequences
of Ownership of Preferred Units
A description of the
material U.S. federal income tax consequences of the acquisition, ownership, and disposition of any series of preferred units offered
pursuant to this prospectus will be set forth in the prospectus supplement relating to the offering of such preferred units.
Tax Consequences of Ownership of Debt Securities
A description of the material U.S. federal income
tax consequences of the acquisition, ownership and disposition of debt securities will be set forth on the prospectus supplement relating
to the offering of debt securities.
It is the responsibility of each unitholder
to investigate the legal and tax consequences, under the laws of pertinent jurisdictions, of his, her or its investment in us. We strongly
recommend that each prospective unitholder consult, and depend upon, its own tax counsel or other advisor with regard to those matters.
Further, it is the responsibility of each unitholder to file all state, local, and non-U.S., as well as federal tax returns that may be
required of it. Vinson & Elkins L.L.P. has not rendered an opinion on the state, local, alternative minimum tax or non-U.S. tax
consequences of an investment in us.
INVESTMENT
IN GLOBAL PARTNERS LP BY EMPLOYEE BENEFIT PLANS
The following is a summary of certain considerations
associated with the acquisition and holding of our common units, preferred units, other classes of units or debt securities by employee
benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans,
individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or employee benefit plans that
are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA),
non-U.S. plans (as described in Section 4(b)(4) of ERISA) or other plans that are not subject to the foregoing but may be subject
to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA
or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets”
of any such plan, account or arrangement (each, a “Plan”).
This summary is based on the provisions of ERISA
and the Code (and related regulations and administrative and judicial interpretations) as of the date of this prospectus. This summary
does not purport to be complete, and no assurance can be given that future legislation, court decisions, regulations, rulings or pronouncements
will not significantly modify the requirements summarized below. Any of these changes may be retroactive and may thereby apply to transactions
entered into prior to the date of their enactment or release. This discussion is general in nature and is not intended to be all-inclusive,
nor should it be construed as investment or legal advice.
General Fiduciary Matters
ERISA and the Code impose certain duties on persons
who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit
certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code,
any person who exercises any discretionary authority or control over the administration of an ERISA Plan or the management or disposition
of the assets of an ERISA Plan, or who renders investment advice for a fee or other compensation to an ERISA Plan, is generally considered
to be a fiduciary of the ERISA Plan.
In considering an investment in our common units,
preferred units, other classes of units or debt securities with a portion of the assets of any Plan, a fiduciary should consider the Plan’s
particular circumstances and all of the facts and circumstances of the investment and determine whether the acquisition and holding of
a common unit, preferred unit, other unit or debt security is in accordance with the documents and instruments governing the Plan and
the applicable provisions of ERISA, the Code or any Similar Law relating to the fiduciary’s duties to the Plan, including, without
limitation:
| · | whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws; |
| · | whether, in making the investment, the ERISA Plan will satisfy the diversification requirements of Section 404(a)(1)(C) of
ERISA and any other applicable Similar Laws; |
| · | whether the investment is permitted under the terms of the applicable documents governing the Plan; |
| · | whether the acquisition or holding of common units, preferred units, other classes of units or debt securities will constitute a “prohibited
transaction” under Section 406 of ERISA or Section 4975 of the Code (please see the discussion under “— Prohibited
Transaction Issues” below); |
| · | whether the Plan will be considered to hold, as plan assets, (i) only common units or (ii) an undivided interest in our
underlying assets (please see the discussion under “— Plan Asset Issues” below); and |
| · | whether the investment will result in recognition of unrelated business taxable income by the Plan and, if so, the potential after-tax
investment return. Please read “Material U.S. Federal Income Tax Consequences — Tax-Exempt Organizations and
Other Investors.” |
Prohibited Transaction Issues
Section 406 of ERISA and Section 4975
of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties
in interest” within the meaning of ERISA or “disqualified persons” within the meaning of Section 4975 of the Code,
unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be
subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that
engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition
and/or holding of our common units, preferred units, other classes of units or debt securities by an ERISA Plan with respect to which
the issuer, the initial purchaser or a guarantor is considered a party in interest or a disqualified person may constitute or result in
a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment
is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption.
In this regard, the U.S. Department of Labor (the
“DOL”) has issued prohibited transaction class exemptions, or “PTCEs,” that may provide exemptive relief for direct
or indirect prohibited transactions resulting from the sale, acquisition or holding of our debt securities. These class exemptions include,
without limitation, PTCE 75-1, respecting certain transactions involving ERISA Plans and broker-dealers, reporting dealers and banks;
PTCE 84-14, as amended, respecting certain transactions determined by independent qualified professional asset managers; PTCE 90-1, respecting
certain investments by insurance company pooled separate accounts; PTCE 91-38, respecting certain investments by bank collective investment
funds; PTCE 95-60, respecting certain life insurance company general accounts; and PTCE 96-23, respecting certain transactions determined
by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code each provide relief
from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that (i) neither
the issuer of the debt securities nor any of its affiliates (directly or indirectly) has or exercises any discretionary authority or control
or renders any investment advice with respect to the assets of any ERISA Plan involved in the transaction and (ii) the ERISA Plan
pays no more than adequate consideration in connection with the transaction. Each of these statutory exemptions and PTCEs contain conditions
and limitations on their application and do not provide relief from the self-dealing prohibitions under ERISA and the Code. It should
also be noted that even if the conditions specified in one or more of these exemptions are met, the scope of relief provided by these
exemptions may not necessarily cover all acts that might be construed as prohibited transactions. Accordingly, the fiduciary of a Plan
that is considering acquiring and/or holding the debt securities in reliance on any of these (or any other) exemptions should carefully
review the exemption and consult with its counsel to confirm that it is applicable. There can be no, and we do not provide any, assurance
that any of these exemptions or any other exemption will be available with respect to the acquisition or holding of the debt securities,
or that all of the conditions of any such exemptions will be satisfied.
Because of the foregoing, no common units, preferred
units, other classes of units or debt securities should be acquired or held by any person investing “plan assets” of any Plan,
unless such acquisition and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation
of any applicable Similar Laws.
Plan Asset Issues
Additionally, a fiduciary of a Plan should consider
whether the Plan will, by investing in our common units, preferred units or other classes of units, be deemed to own an undivided interest
in our assets, with the result that we would become a fiduciary of the Plan and our operations would be subject to the regulatory restrictions
of ERISA, including its prohibited transaction rules, as well as the prohibited transaction rules of the Code and any other applicable
Similar Laws.
The DOL regulations provide guidance with respect
to whether the assets of an entity in which ERISA Plans acquire equity interests would be deemed “plan assets” under some
circumstances. Under these regulations, an entity’s assets generally would not be considered to be “plan assets” if,
among other things:
| (1) | the equity interests acquired by ERISA Plans are “publicly offered securities” (as defined in the DOL regulations) — i.e.,
the equity interests are part of a class of securities that is widely held by 100 or more investors independent of the issuer and each
other, are freely transferable, and are either registered under certain provisions of the federal securities laws or sold to the ERISA
Plan as part of a public offering under certain conditions; |
| (2) | the entity is an “operating company” (as defined in the DOL regulations) — i.e., it is primarily engaged
in the production or sale of a product or service, other than the investment of capital, either directly or through a majority-owned subsidiary
or subsidiaries; or |
| (3) | there is no significant investment by “benefit plan investors” (as defined in the DOL regulations) — i.e.
immediately after the most recent acquisition by an ERISA Plan of any equity interest in the entity, less than 25% of the total value
of each class of equity interest (disregarding certain interests held by persons (other than benefit plan investors) with discretionary
authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such
assets, and any affiliates thereof) is held by ERISA Plans, IRAs and certain other Plans (but not including governmental plans, foreign
plans and certain church plans), and entities whose underlying assets are deemed to include plan assets by reason of a Plan’s investment
in the entity. |
Due to the complexity of these rules and
the excise taxes, penalties and liabilities that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly
important that fiduciaries, or other persons considering acquiring and/or holding our common units, preferred units, other classes of
units or debt securities on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability
of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the acquisition
and holding of our common units, preferred units, other classes of units or debt securities. Purchasers of our common units, preferred
units, other classes of units or debt securities have the exclusive responsibility for ensuring that their acquisition and holding of
our common units, preferred units, other classes of units or debt securities complies with the fiduciary responsibility rules of
ERISA and does not violate the prohibited transaction rules of ERISA, the Code or applicable Similar Laws. The sale of our common
units, preferred units, other classes of units or debt securities to a Plan is in no respect a representation by us or any of our affiliates
or representatives that such an investment meets all relevant legal requirements with respect to investments by any such Plan or that
such investment is appropriate for any such Plan.
PLAN
OF DISTRIBUTION
We will sell the securities
being offered hereby through underwriters on a firm commitment basis.
The prospectus supplement
with respect to any offering of securities will set forth the terms of the offering, including: (i) the name or names of any underwriters;
(ii) the purchase price of the securities and the proceeds to us; (iii) any underwriting discounts and commissions and other
items constituting underwriters’ compensation; and (iv) any delayed delivery arrangements.
We will enter into an underwriting
agreement with the underwriters at the time of sale to them. We will set forth the names of these underwriters and the terms of the transaction
in the prospectus supplement, which will be used by the underwriters to make resales of the securities in respect of which this prospectus
is delivered to the public. We may indemnify the underwriters under the relevant underwriting agreement against specific liabilities,
including liabilities under the Securities Act. The underwriters may also be our customers or may engage in transactions with or perform
services for us in the ordinary course of business.
LEGAL
MATTERS
Certain legal matters in connection with the securities
will be passed upon for us by Vinson & Elkins L.L.P., New York, New York. Any underwriter or agent will be advised about other
issues relating to any offering by its own legal counsel.
EXPERTS
The consolidated financial statements of Global
Partners LP appearing in Global Partners LP’s Annual Report (Form 10-K) for the year ended December 31, 2023, and the effectiveness of Global Partners LP’s internal control over financial reporting as of December 31,
2023 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon,
included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in
reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
The audited statement of assets acquired and
liabilities assumed as of December 21, 2023 appearing in Global Partners LP’s Current Report on Form 8-K/A filed
with the SEC on February 29, 2024 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon, included therein, and incorporated herein by reference. Such financial statement is incorporated herein by reference in
reliance upon such report given on their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 14. | Other Expenses of Issuance and Distribution. |
Set forth below are the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby.
SEC registration fee | |
| * | |
Legal fees and expenses | |
| ** | |
Accounting fees and expenses | |
| ** | |
Printing expenses | |
| ** | |
Trustee fees | |
| ** | |
Miscellaneous | |
| ** | |
Total | |
$ | ** | |
| * | The registrants are deferring payment of the registration fee in reliance on Rule 456(b) and Rule 457(r). |
| ** | These fees are calculated based on the number of issuances and amount of securities to be offered and, accordingly, cannot be estimated
at this time. |
| Item 15. | Indemnification of Directors and Officers. |
Global GP LLC
Section 18-108 of the Delaware Limited Liability
Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement,
a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and
against any and all claims and demands whatsoever. The limited liability company agreement of Global GP LLC, the managing general partner
of Global Partners LP (the “Company”), provides that the Company will, to the fullest extent permitted by law but subject
to the limitations set forth in the limited liability company agreement, indemnify any person who is or was an affiliate of the Company,
any person who is or was an officer, director, fiduciary or trustee of the Company or any affiliate of the Company, any person who is
or was serving at the request of the board as an officer, director, member, partner, fiduciary or trustee of another person (subject to
certain exceptions noted) and any person the board designates as an indemnitee for purposes of the limited liability company agreement,
except to the extent if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining such
person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such
person’s conduct was unlawful. Such liabilities include any and all losses, claims, damages, liabilities (joint or several), expenses
(including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts. Officers
and directors of the Company are also indemnified by Global Partners LP, as described below.
Global Partners LP
Under our partnership agreement, in most circumstances,
we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, or similar
events:
| (2) | any departing general partner; |
| (3) | any person who is or was an affiliate of our general partner or any departing general partner; |
| (4) | any person who is or was an officer, director, member, partner, fiduciary or trustee of any group member or its affiliates or entity
described in (1), (2) or (3) above; |
| (5) | any person who is or was serving as a director, officer, member, partner, fiduciary or trustee of another person at the request of
our general partner or any departing general partner or any of their affiliates (subject to certain exceptions); or |
| (6) | any person designated by our general partner. |
Any indemnification under these provisions will
only be out of our assets. Our general partner will not be personally liable for, or have any obligation to contribute or loan funds or
assets to us to enable us to effectuate, indemnification. We may purchase insurance against liabilities asserted against and expenses
incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under
our partnership agreement.
Subject to any terms, conditions or restrictions
set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware
limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever.
GLP Finance Corp.
The bylaws of GLP Finance Corp. provide that each
person who was or is made a party or is threatened to be made a party to or is involved in any proceeding (as defined therein) by reason
of the fact that such person or a person of whom such person is the legal representative, is or was or has agreed to become a director
or officer of the corporation, whether the basis of such proceeding is alleged action in an official capacity as a director or officer
in any other capacity while serving or having agreed to serve as a director or officer, will be indemnified by the corporation to the
fullest extent authorized by law against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred. This indemnification would under certain circumstances
include indemnification for liabilities under the Securities Act. The corporation is authorized to indemnify any such person for proceedings
brought by such person (subject to certain limitations) only if such proceeding was authorized by the board of directors. The corporation
is authorized to purchase insurance to protect itself and any person who is or was serving as a director, officer, employee or agent of
the corporation.
Delaware
Section 18-108 of the Delaware Limited Liability
Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager
or other person from and against any and all claims and demands whatsoever.
The limited liability company agreements of each
of Global Operating LLC, Global Companies LLC, Chelsea Sandwich LLC, Basin Transload, LLC, Global Everett Landco LLC, Global Terminal
Holdings LLC, SPR Holdings LLC and SPR Operator LLC provide, to the fullest extent permitted under Delaware law but subject to the limitations
set forth in the applicable limited liability company agreement, that the companies shall indemnify and hold harmless any member, officer
or employee of the companies from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees
and expenses), judgments, fines, penalties, interest, settlements or and any other amounts arising from any and all claims, demands, actions,
suits or proceedings, in which such indemnified person may be involved, or is threatened to be involved, by reason of its status as a
member or officer or employee of the companies, except to the extent such person acted in bad faith or engaged in fraud, willful misconduct
or, in the case of a criminal matter, acted with knowledge that such person’s conduct was unlawful.
Section 145(a) of
the General Corporation Law of the State of Delaware (the “DGCL”) provides, in general, that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful. Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person
in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to
any claim, issue, or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery of the State of Delaware or other adjudicating court determines that, despite the adjudication of liability
but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or other adjudicating court shall deem proper. The statute provides that it is not exclusive of other indemnification
that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise.
The bylaws of Global Montello Group Corp. provide
that each person who was or is made a party or is threatened to be made a party to or is involved in any proceeding (as defined therein)
by reason of the fact that such person or a person of whom such person is the legal representative, is or was or has agreed to become
a director or officer of the corporations, whether the basis of such proceeding is alleged action in an official capacity as a director
or officer in any other capacity while serving or having agreed to serve as a director or officer, will be indemnified by the corporations
to the fullest extent authorized by law against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred. This indemnification would under certain
circumstances include indemnification for liabilities under the Securities Act. The corporations are authorized to indemnify any such
person for proceedings brought by such person (subject to certain limitations) only if such proceeding was authorized by the board of
directors. The corporations are authorized to purchase insurance to protect themselves and any person who is or was serving as a director,
officer, employee or agent of the corporations.
The bylaws of each of Glen Hes Corp., Warren Equities, Inc.
and Maryland Oil Company, Inc. provide that the corporation has the power to indemnify any person to the fullest extent permitted
under Section 145 of the DGCL or any successor provision or statute.
The certificate of incorporation and bylaws of
Meridian Bunker Corp. are silent as to indemnification.
Massachusetts
Section 8 of the Massachusetts Limited Liability
Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager
or other person from and against any and all claims and demands whatsoever.
The limited liability company agreements of each
of Alliance Energy LLC and Bursaw Oil LLC provide, to the fullest extent permitted under Massachusetts law, that the companies shall indemnify
and hold harmless any member, officer or employee of the companies from and against all losses, claims, damages, liabilities, joint or
several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or and any other amounts arising
from any and all claims, demands, actions, suits or proceedings, in which such indemnified person may be involved, or is threatened to
be involved, by reason of its status as a member or officer or employee of the companies, except to the extent such person acted in bad
faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such person’s conduct
was unlawful.
The bylaws of Drake Petroleum Company, Inc.
provide that the corporation shall, to the fullest extent permitted by Massachusetts law, indemnify any person who is a party to a proceeding
against all liability and expense incurred by reason to the fact that he or she is or was a director or officer of the corporation.
New Jersey
Section 14A: 3-5 of the New Jersey Business
Corporation Act provides that any corporation organized for any purpose under any general or special law of this State shall have the
power to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent
by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if: (a) such
corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation;
and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful.
Any corporation organized for any purpose under any general or special law of this New Jersey shall have the power to indemnify a corporate
agent against his expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor
which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the corporation.
The certificate of incorporation and bylaws of
Puritan Oil Company, Inc. are silent as to indemnification.
New York
The bylaws of Warex Terminals Corporation provide
that each director or officer of the corporation, whether or not then in office, and any person whose testator or intestate was such a
director or officer, shall be indemnified by the corporation for the defense of, or in connection with, any threatened, pending or completed
actions or proceedings and appeals therein, whether civil, criminal, administrative or investigative, in accordance with and to the fullest
extent permitted by the Business Corporation Law of the State of New York or other applicable law, against, without limitation, all judgments,
fines, amounts paid in settlements, and all expenses, including attorneys’ and other experts’ fees, costs and disbursements,
actually and reasonably incurred by such person as a result of such action or proceeding, or actually and reasonably incurred by such
person (a) in making an application for payment of such expenses before any court or other government body, (b) in otherwise
seeking to enforce the indemnification provisions of the corporation’s bylaws, or (c) in securing or enforcing such person’s
right under any policy or director or officer liability insurance provided by the corporation. This indemnification would under certain
circumstances include indemnification for liabilities under the Securities Act. The corporation is authorized to indemnify any such person
for proceedings brought by such person (subject to certain limitations) only if such proceeding was authorized by the board of directors.
Oregon
Section 63.160 of the Oregon Limited Liability
Company Act provides that the articles of organization or operating agreement may provide for indemnification of any person for any acts
or omissions as a member, manager, employee or agent and may eliminate or limit liability of a member, manager, employee or agent to the
limited liability company or its members for damages from such acts or omissions; provided, that indemnification of a member or manager
is not permitted for any breach of the duty of loyalty to the limited liability company or its members, acts or omissions not in good
faith which involve intentional misconduct or knowing violation of the law, any unlawful distribution or any transaction from which the
member or manager derives an improper personal benefit.
The limited liability company agreement of Cascade
Kelly Holdings LLC provides, to the fullest extent permitted under Oregon law, that the company shall indemnify and hold harmless any
member, officer or employee of the company from and against all losses, claims, damages, liabilities, joint or several, expenses (including
legal fees and expenses), judgments, fines, penalties, interest, settlements or and any other amounts arising from any and all claims,
demands, actions, suits or proceedings, in which such indemnified person may be involved, or threatened to be involved, by reason of its
status as a member or officer or employee of the company, except to the extent such person acted in bad faith or engaged in fraud, willful
misconduct or, in the case of a criminal matter, acted with knowledge that such person’s conduct was unlawful.
Alberta, Canada
Global Partners Energy Canada ULC (“GPEC”)
is incorporated under the Alberta Business Corporations Act (“ABCA”). The corporate by-laws of GPEC provide that it shall
indemnify a current or former director or officer, or any other individual permitted by the ABCA to be so indemnified, in the manner and
to the fullest extent permitted thereby.
Under the ABCA, GPEC may, and pursuant to its
corporate by-laws GPEC shall, indemnify an individual who is or was a director or officer of GPEC or who, at GPEC’s request, acts
or acted as a director or officer of another body corporate of which GPEC is or was a shareholder or creditor, and his or her heirs and
legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by the director or officer in respect of any civil, criminal, administrative, investigative or other action or proceeding to
which he or she is involved by reason of being or having been a director or officer of GPEC or the other body corporate, if (i) such
eligible party acted honestly and in good faith with a view to the best interests of the corporation and (ii) in the case of a criminal
or administrative action or proceeding that is enforced by a monetary penalty, such eligible party had reasonable grounds for believing
that his or her conduct was lawful; provided that such indemnification in respect of an action brought by or on behalf of GPEC or the
other body corporate to procure a judgment in its favor must be approved by the Court of Queen’s Bench of Alberta.
The ABCA further provides that such eligible party
is entitled to indemnity from GPEC in respect of all costs, charges and expenses reasonably incurred in connection with the defense of
any civil, criminal or administrative, investigative or other action or proceeding to which he or she is involved by reason of being or
having been a director or officer of GPEC or such other body corporate, if the person seeking indemnity was substantially successful on
the merits in their defense of the action or proceeding, fulfills the above conditions respecting honest and good faith action and, as
applicable, belief in lawful conduct, and is fairly and reasonably entitled to indemnity.
The ABCA also permits, and the corporate by-laws
require, that GPEC advance funds to an eligible party in order to defray the costs, charges and expenses of a proceeding referred to above,
provided that he or she shall repay the funds advanced if the conditions set out in the previous paragraph are not met.
GPEC may also purchase and maintain insurance
for the benefit of an eligible party against any liability incurred in his or her capacity as a director or officer of GPEC or such other
body corporate, except when the liability relates to his or her failure to act honestly and in good faith with a view to the best interests
of GPEC or such other body corporate, as applicable
The following documents are filed as
exhibits to this registration statement.
Exhibit
Number |
|
Description |
1.1** |
|
Form of Underwriting Agreement |
3.1 |
|
Certificate of Limited Partnership of Global Partners LP (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on May 10, 2005) |
3.2 |
|
Certificate of Incorporation of GLP Finance Corp (incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-4 filed on March 3, 2015) |
3.3 |
|
Fifth Amended and Restated Agreement of Limited Partnership of Global Partners LP (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed March 24, 2021) |
3.4 |
|
Bylaws of GLP Finance Corp. (incorporated herein by reference to Exhibit 3.4 to the Registration Statement on Form S-4 filed on March 3, 2015) |
4.1 |
|
Registration Rights Agreement, dated March 1, 2012, by and among Global Partners LP and AE Holdings Corp. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 7, 2012) |
4.2 |
|
Indenture, dated as of January 18, 2024, among the Issuers, the Guarantors and Regions Bank, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on January 18, 2024) |
4.3 |
|
Indenture, dated as of October 7, 2020, among the Issuers, the Guarantors and Regions Bank, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on October 8, 2020) |
| * | Filed herewith. |
| ** | To be filed as an exhibit to a Current Report on Form 8-K or in a post-effective amendment to this registration statement. |
| *** | To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act and Rule 5b-3 thereunder. |
| (1) | Each undersigned registrant hereby undertakes: |
| (a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement;
and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement; |
provided,
however, that paragraphs (1)(a)(i), (1)(a)(ii) and (1)(a)(iii) above do not apply if the registration statement is
on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the SEC by the registrants pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that
is part of the registration statement;
| (b) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (c) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (d) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
| (i) | Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date. |
| (e) | That, for the purpose of determining liability of any registrant under the Securities Act to any purchaser in the initial distribution
of the securities, each undersigned registrant undertakes that in a primary offering of securities of such registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following communications, such registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of any undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of any undersigned registrant or used or referred to
by such undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about any undersigned registrant
or its securities provided by or on behalf of such registrant; and |
| (iv) | Any other communication that is an offer in the offering made by any undersigned registrant to the purchaser. |
| (2) | Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of any registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue. |
| (4) | Each undersigned registrant hereby undertakes: |
| (a) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus or any prospectus
supplement filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus or prospectus
supplement filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared effective. |
| (b) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
or prospectus supplement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (5) | Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
under each of its indentures to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the SEC in Section 305(b)(2) thereunder. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Waltham, Commonwealth of Massachusetts, on March 1, 2024.
|
GLOBAL PARTNERS LP |
|
|
|
|
By: |
GLOBAL GP LLC |
|
|
Its General Partner |
|
|
|
|
By: |
/s/ SEAN T. GEARY |
|
|
Sean T. Geary |
|
|
Chief Legal Officer and Secretary |
|
|
|
|
GLOBAL OPERATING LLC |
|
|
|
|
By: |
GLOBAL PARTNERS LP |
|
|
Its sole member |
|
|
|
|
By: |
GLOBAL GP LLC |
|
|
Its General Partner |
|
|
|
|
By: |
/s/ SEAN T. GEARY |
|
|
Sean T. Geary |
|
|
Chief Legal Officer and Secretary |
|
GLOBAL COMPANIES LLC |
|
CHELSEA SANDWICH LLC |
|
ALLIANCE ENERGY LLC |
|
CASCADE KELLY HOLDINGS LLC |
|
BASIN TRANSLOAD, LLC |
|
GLOBAL EVERETT LANDCO LLC |
|
GLOBAL TERMINAL HOLDINGS LLC |
|
|
|
By: |
GLOBAL OPERATING LLC |
|
|
Its sole member |
|
|
|
|
By: |
GLOBAL PARTNERS LP |
|
|
Its sole member |
|
|
|
|
By: |
GLOBAL GP LLC |
|
|
Its General Partner |
|
|
|
|
By: |
/s/ SEAN T. GEARY |
|
|
Sean T. Geary |
|
|
Chief Legal Officer and Secretary |
|
BURSAW OIL LLC |
|
|
|
By: |
ALLIANCE ENERGY LLC |
|
|
Its sole member |
|
|
|
|
By: |
GLOBAL OPERATING LLC |
|
|
Its sole member |
|
|
|
|
By: |
GLOBAL PARTNERS LP |
|
|
Its sole member |
|
|
|
|
By: |
GLOBAL GP LLC |
|
|
Its General Partner |
|
|
|
|
By: |
/s/ SEAN T. GEARY |
|
|
Sean T. Geary |
|
|
Chief Legal Officer and Secretary |
|
|
|
|
SPR HOLDINGS LLC |
|
|
|
By: |
GLOBAL MONTELLO GROUP CORP., |
|
|
Its sole member |
|
|
|
|
By: |
/s/ SEAN T. GEARY |
|
|
Sean T. Geary |
|
|
Chief Legal Officer and Secretary |
|
|
|
|
SPR OPERATOR LLC |
|
|
|
By: |
SPR HOLDINGS LLC, |
|
|
Its sole member |
|
|
|
|
By: |
GLOBAL MONTELLO GROUP CORP., |
|
|
Its sole member |
|
|
|
|
By: |
/s/ SEAN T. GEARY |
|
|
Sean T. Geary |
|
|
Chief Legal Officer and Secretary |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Sean T. Geary as his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution
for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement, or
any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with
the registration of the securities under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting
unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on March 1, 2024.
Name |
|
Title |
|
|
|
/s/ ERIC SLIFKA |
|
President, Chief Executive Officer and Vice Chairman |
Eric Slifka |
|
(Principal Executive Officer) |
|
|
|
/s/ GREGORY B.
HANSON |
|
Chief Financial Officer |
Gregory B. Hanson |
|
(Principal Financial Officer) |
|
|
|
/s/ MATTHEW SPENCER |
|
Chief Accounting Officer |
Matthew Spencer |
|
(Principal Accounting Officer) |
|
|
|
/s/ RICHARD SLIFKA |
|
Chairman |
Richard Slifka |
|
|
|
|
|
/s/ JAIME PEREIRA |
|
Director |
Jamie Pereira |
|
|
|
|
|
/s/ JOHN T. HAILER |
|
Director |
John T. Hailer |
|
|
|
|
|
/s/ ROBERT W.
OWENS |
|
Director |
Robert W. Owens |
|
|
|
|
|
/s/ CLARE MCGRORY |
|
Director |
Clare McGrory |
|
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Waltham, Commonwealth of Massachusetts, on March 1, 2024.
|
GLP FINANCE CORP. |
|
GLOBAL MONTELLO GROUP CORP. |
|
GLEN HES CORP. |
|
WARREN EQUITIES, INC. |
|
WAREX TERMINALS CORPORATION |
|
DRAKE PETROLEUM COMPANY, INC. |
|
PURITAN OIL COMPANY, INC. |
|
MARYLAND OIL COMPANY, INC. |
|
MERIDIAN BUNKER CORP. |
|
|
|
By: |
/s/ SEAN T. GEARY |
|
|
Sean T. Geary |
|
|
Chief Legal Officer and Secretary |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Sean T. Geary as his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution
for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement, or
any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with
the registration of the securities under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting
unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on March 1, 2024.
Name |
|
Title |
|
|
|
/s/ ERIC SLIFKA |
|
President, Chief Executive Officer and Director |
Eric Slifka |
|
(Principal Executive Officer) |
|
|
|
/s/ GREGORY B.
HANSON |
|
Chief Financial Officer |
Gregory B. Hanson |
|
(Principal Financial Officer) |
|
|
|
/s/ MATTHEW SPENCER |
|
Chief Accounting Officer |
Matthew Spencer |
|
(Principal Accounting Officer) |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Waltham, Commonwealth of Massachusetts, on March 1, 2024.
|
GLOBAL PARTNERS ENERGY CANADA ULC |
|
|
|
|
By: |
/s/ SEAN T. GEARY |
|
|
Sean T. Geary |
|
|
Chief Legal Officer and Secretary |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Sean T. Geary as his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution
for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement, or
any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with
the registration of the securities under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting
unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on March 1, 2024.
Name |
|
Title |
|
|
|
/s/ ERIC SLIFKA |
|
President, Chief Executive Officer and Director |
Eric Slifka |
|
(Principal Executive Officer) |
|
|
|
/s/ GREGORY B.
HANSON |
|
Chief Financial Officer |
Gregory B. Hanson |
|
(Principal Financial Officer) |
|
|
|
/s/ MATTHEW SPENCER |
|
Chief Accounting Officer |
Matthew Spencer |
|
(Principal Accounting Officer) |
|
|
|
/s/ MARK ROMAINE |
|
Director |
Mark Romaine |
|
|
Exhibit 5.1
Opinion of Vinson & Elkins L.L.P.
March 1, 2024
Global Partners LP
GLP Finance Corp.
P.O. Box 9161
800 South Street
Waltham, Massachusetts 02544
| Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel
to Global Partners LP, a Delaware limited partnership (the “Partnership”), GLP Finance Corp., a Delaware corporation
(“Finance Corp”), and certain other subsidiaries of the Partnership with respect to certain legal matters in connection
with the preparation of a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) under
the Securities Act of 1933, as amended (the “Securities Act”), filed by the Partnership, Finance Corp and certain
other subsidiaries identified on the Shelf Registration Statement (each, a “Subsidiary Guarantor” and collectively,
the “Subsidiary Guarantors”) with the Securities and Exchange Commission (the “Commission”) in
connection with the possible offer from time to time, pursuant to Rule 415 under the Securities Act, of any combination of:
(1) common
units representing limited partner interests in the Partnership (the “Common Units”) by the Partnership;
(2) preferred
units representing limited partner interests in the Partnership (the “Preferred Units”) by the Partnership;
(3) other
classes of units representing limited partner interests in the Partnership (the “Other Units” and, together with the
Common Units and Preferred Units, the “Partnership Units”) by the Partnership;
(4) debt
securities, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”)
by the Partnership and Finance Corp, as co-issuers; and
(5) guarantees
of the Debt Securities (the “Guarantees”) by the Subsidiary Guarantors.
The Partnership Units,
Debt Securities and Guarantees are collectively referred to herein as the “Securities.” We have also participated
in the preparation of the prospectus (the “Prospectus”) contained in the Shelf Registration Statement to which this
opinion is an exhibit.
In rendering the opinions
set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Shelf Registration
Statement, including the Prospectus, (ii) the form of senior indenture (the “Senior Indenture”) and the form
of subordinated indenture (the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”),
each filed as an exhibit to the Shelf Registration Statement, (iii) the Partnership’s Fifth Amended and Restated Agreement
of Limited Partnership (the “Partnership Agreement”), (iv) the Partnership’s Certificate of Limited Partnership,
(v) the certificates of incorporation, bylaws, limited liability company agreements, limited partnership agreements and other formation
documents and agreements, as applicable, of Finance Corp and the Subsidiary Guarantors and (vi) such other certificates, statutes
and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.
In connection with rendering
the opinions set forth below, we have assumed that:
(i) all
information contained in all documents reviewed by us is true and correct;
Vinson & Elkins LLP Attorneys at Law
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(ii) all
signatures on all documents examined by us are genuine;
(iii) each
person signing documents we examined has the legal authority and capacity to do so;
(iv) all
documents submitted to us as originals are authentic and complete and all documents submitted to us as copies conform to the originals
of those documents;
(v) each
certificate from governmental officials reviewed by us is accurate, complete and authentic, and all official public records are accurate
and complete;
(vi) the
Shelf Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and comply
with all applicable laws;
(vii) all
Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner specified in the
Shelf Registration Statement and any applicable supplement to the Prospectus;
(viii) one
or more supplements to the Prospectus will have been prepared and filed with the Commission describing the Securities offered thereby
and will comply with all applicable laws;
(ix) the
Indentures, and any supplemental indenture relating to a particular series of Debt Securities, will be duly authorized, executed and
delivered by the parties thereto in substantially the form reviewed by us;
(x) a
definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly
executed and delivered by the Partnership the other parties thereto;
(xi) any
securities issuable upon conversion, exchange or exercise of any Security being offered will have been duly authorized, created and,
if appropriate, reserved for issuance upon such conversion, exchange or exercise;
(xii) the
form and terms of any Debt Securities and Guarantees, the issuance, sale and delivery thereof by the Partnership, Finance Corp and the
Subsidiary Guarantors, as applicable, and their incurrence and performance of their obligations thereunder or in respect thereof in accordance
with the terms thereof, will be in full compliance with, and will not violate, the formation documents and agreements, as applicable,
of the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, or any applicable law, rule, regulation, order, judgment,
decree, award or agreement binding upon any of them, or to which the issuance, sale and delivery of such Debt Securities and Guarantees,
or the incurrence and performance of such obligations, may be subject, or violate any applicable public policy, or be subject to any
defense in law or equity; and
(xiii) the certificates
for the Partnership Units will conform to the specimens thereof examined by us and will have been duly countersigned by a transfer agent
and duly registered by a registrar of the Partnership Units.
Based on the foregoing
and on such legal considerations as we deem relevant, we are of the opinion that:
(1) With respect
to the Partnership Units when (i) the Partnership has taken all necessary action to approve the issuance and terms of such Partnership
Units, the terms of the offering and related matters and (ii) the Partnership Units have been issued and delivered in accordance
with the terms of the applicable definitive purchase, underwriting or similar agreement approved by the Partnership upon payment
of the consideration therefor provided for therein, then the Partnership Units will be validly issued, fully paid (to the extent required
under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section 17-303, 17-607 or
17-804 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) and as described in any supplement to the
Prospectus and the Prospectus).
(2) With respect
to the Debt Securities and the related Guarantees, when (i) the Indentures have been duly qualified under the Trust Indenture Act
of 1939, as amended; (ii) the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, have taken all necessary action
to approve the issuance and terms of such Debt Securities and Guarantees, the terms of the offering thereof and related matters; and
(iii) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the
applicable Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Partnership, Finance Corp
and the Subsidiary Guarantors, as applicable, upon payment of the consideration therefor provided for therein, such Debt Securities and
Guarantees will be legally issued and will constitute valid and legally binding obligations of the Partnership, Finance Corp and the
Subsidiary Guarantors, as applicable, enforceable against the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable,
in accordance with their terms, except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or other law relating to or affecting creditors’ rights generally and general principles of equity.
The opinions expressed
herein are qualified in the following respects:
(i) We
express no opinions concerning (a) the validity or enforceability of any provisions contained in the Indentures that purport to
waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived or
rendered ineffective under applicable law or (b) the enforceability of indemnification or contribution provisions to the extent
they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue
sky laws.
(ii) We
express no opinion as to any matters other than as expressly set forth above, and no opinion on any other matter may be inferred or implied
herefrom.
The opinions expressed
herein are given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter
set forth herein.
We hereby consent to
the references to this Firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit
to the Shelf Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.
This opinion is furnished
to you in connection with the filing of the Shelf Registration Statement and is not to be used, circulated, quoted or otherwise relied
on for any other purpose.
|
Very truly yours, |
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|
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/s/ Vinson & Elkins L.L.P. |
Exhibit 8.1
March 1, 2024
Global Partners LP
P.O. Box 9161
800 South Street
Waltham, Massachusetts 02454-9161
| RE: | Global Partners LP Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel
for Global Partners LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters
in connection with the registration of common units, preferred units and other classes of units, in each case, representing limited partner
interests in the Partnership and debt securities of the Partnership. We have also participated in the preparation of a Prospectus dated
on or about the date hereof (the “Prospectus”), forming part of the Registration Statement on Form S-3
(the “Registration Statement”), to which this opinion is an exhibit.
This opinion is based on
various facts and assumptions, and is conditioned upon certain representations made by the Partnership as to factual matters through
a certificate of an officer of the Partnership (the “Officer’s Certificate”). In addition, this opinion
is based upon the factual representations of the Partnership concerning its business, properties and governing documents as set forth
in the Registration Statement.
In our capacity as counsel
to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified
or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or
appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals,
the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic
original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation
or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate. In addition, in rendering this
opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or
belief, without regard to such qualification.
We hereby confirm that all
statements of legal conclusions contained in the discussion in the Registration Statement under the caption “Material U.S. Federal
Income Tax Consequences” constitute the opinion of Vinson & Elkins L.L.P. with respect to the matters set forth therein
as of the date hereof, subject to the assumptions, qualifications and limitations set forth therein. This opinion is based on various
statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having
jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference
in the facts from those set forth in the representations described above, including in the Registration Statement and the Officer’s
Certificate, may affect the conclusions stated herein.
Vinson & Elkins LLP Attorneys at Law | | Texas Tower, 845 Texas Avenue, Suite 4700 |
Austin Dallas Dubai Houston London Los Angeles New York | | Houston, TX 77002-2946 |
Richmond San Francisco Tokyo Washington | | Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com |
| | March 1, 2024 Page 2 |
No opinion is expressed as
to any matter not discussed in the Prospectus under the caption “Material U.S. Federal Income Tax Consequences.” We are opining
herein only as to the U.S. federal income tax matters described above, and we express no opinion with respect to the applicability to,
or the effect on, any transaction or other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters
of municipal law or the laws of any other local agencies within any state.
This opinion is rendered
to you as of the date hereof, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is furnished
to you and may be relied on by you in connection with the transactions set forth in the Registration Statement. In addition, this opinion
may be relied on by persons entitled to rely on it pursuant to applicable provisions of federal securities law, including persons purchasing
common units pursuant to the Registration Statement. However, this opinion may not be relied upon for any other purpose or furnished
to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent.
We hereby consent to the
filing of this opinion of counsel as an exhibit to the Prospectus and the incorporation by reference of this opinion of counsel into
the Registration Statement and to the reference to our firm in the Registration Statement. In giving such consent, we do not admit that
we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
|
Very truly yours, |
|
|
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/s/ VINSON & ELKINS L.L.P. |
|
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Vinson & Elkins L.L.P. |
Exhibit 23.1
Consent of Independent Registered
Public Accounting Firm
We consent to the reference to our firm under the caption
"Experts" in this Registration Statement (Form S-3) and related Prospectus of Global
Partners LP for the registration of common units representing limited partnership interests in Global Partners LP, preferred units representing
limited partner interests in Global Partners LP, other classes of units representing limited partner interests in Global Partners LP,
debt securities of Global Partners LP and GLP Finance Corp., and guarantees of debt securities by subsidiaries of Global Partners LP,
and to the incorporation by reference therein of our reports dated February 28, 2024, with respect to the consolidated financial statements
of Global Partners LP, and the effectiveness of internal control over financial reporting of Global Partners LP, included in its Annual
Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 1, 2024
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference
to our firm under the caption "Experts" in this Registration Statement (Form S-3) and related Prospectus of Global
Partners LP for the registration of common units representing limited partnership interests in Global Partners LP, preferred units
representing limited partner interests in Global Partners LP, other classes of units representing limited partner interests in
Global Partners LP, debt securities of Global Partners LP and GLP Finance Corp., and guarantees of debt securities by subsidiaries
of Global Partners LP, and to the incorporation by reference therein of our report dated February 28, 2024, with respect to the
statement of assets acquired and liabilities assumed and related notes as of December 21, 2023 included in Global Partners LP’s
Current Report on Form-8-K/A, filed with the Securities and Exchange Commission on February 29, 2024.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 1, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-3ASR
(Form Type)
Global Partners LP
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
|
Security
Type |
Security
Class
Title |
Fee
Calculation
or Carry
Forward Rule |
Amount
Registered |
Proposed
Maximum
Offering
Price Per
Unit |
Maximum
Aggregate
Offering
Price |
Fee
Rate |
Amount
of
Registration
Fee |
Carry
Forward
Form
Type |
Carry
Forward
File
Number |
Carry
Forward
Initial
effective
date |
Filing
Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward |
Newly
Registered Securities |
Fees
to Be Paid |
Equity |
Common
units representing limited partner interests |
Rule 456(b) and
Rule 457(r)(1) |
(2) |
(2) |
(2) |
(1) |
(1) |
|
|
|
|
|
Equity |
Preferred
units representing limited partner interests |
Rule 456(b) and
Rule 457(r)(1) |
(2) |
(2) |
(2) |
(1) |
(1) |
|
|
|
|
|
Equity |
Other
classes of units representing limited partner interests |
Rule 456(b) and
Rule 457(r)(1) |
(2) |
(2) |
(2) |
(1) |
(1) |
|
|
|
|
|
Debt |
Debt
securities(3) |
Rule 456(b) and
Rule 457(r)(1) |
(2) |
(2) |
(2) |
(1) |
(1) |
|
|
|
|
|
Debt |
Guarantees
of debt securities(3) |
Rule 456(b) and
Rule 457(r)(1) |
(2) |
(2) |
(2) |
(1) |
(1) |
|
|
|
|
Fees
Previously Paid |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
|
|
Carry
Forward Securities |
Carry
Forward Securities |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
N/A |
N/A |
N/A |
N/A |
|
Total
Offering Amounts |
|
(2) |
|
(1) |
|
|
|
|
|
Total
Fees Previously Paid |
|
|
|
N/A |
|
|
|
|
|
Total
Fee Offsets |
|
|
|
$46,367.50(4) |
|
|
|
|
|
Net
Fee Due |
|
|
|
(1) |
|
|
|
|
Table 2: Fee Offset Claims and Sources
|
Registrant
or Filer
Name |
Form or
Filing Type |
Filing
Number |
Initial
Filing Date |
Filing
Date |
Fee
Offset
Claimed |
Security
Type
Associated
with Fee
Offset
Claimed |
Security
Title
Associated
with Fee
Offset
Claimed |
Unsold
Securities
Associated
with Fee
Offset
Claimed |
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed |
Fee
Paid
With Fee
Offset
Claimed |
Rule 457(b) and
0-11(a)(2) |
Fee
Offset Claims |
|
N/A |
N/A |
N/A |
|
N/A |
|
|
|
|
|
Fee
Offset Sources |
N/A |
N/A |
N/A |
|
N/A |
|
|
|
|
|
|
Rule 457(p) |
Fee
Offset Claims |
Global
Partners LP |
Form S-3 |
333-252305 |
January 21,
2021 |
|
$46,367.50(4) |
Unallocated
(Universal) Shelf |
Unallocated
(Universal) Shelf |
(4) |
$425,000,000 |
|
Fee
Offset Sources |
Global
Partners LP |
Form S-3 |
333-252305 |
|
January 21,
2021 |
|
|
|
|
|
(1) |
| (1) | In
reliance on Rule 456(b) and Rule 457(r) under the Securities Act of 1933,
as amended (the “Securities Act”), the Registrant hereby defers payment of the
registration fee required in connection with this Registration Statement. In connection with
any offering of securities pursuant to this Registration Statement, the Registrant will pay
“pay-as-you-go-registration fees” in accordance with Rule 456(b). The Registrant
will calculate the registration fee applicable to an offer of securities pursuant to this
Registration Statement based on the fee payment rate in effect on the date of such fee payment. |
| (2) | An
unspecified aggregate initial offering price, principal amount or number of the securities
of each identified class is being registered as may from time to time be offered at unspecified
prices. |
| (3) | If
a series of debt securities is guaranteed, subsidiaries of Global Partners LP named as co-registrants in
this Registration Statement may guarantee such securities. In accordance with Rule 457(n) under
the Securities Act, no separate fee is payable with respect to the guarantees of debt securities
being registered. |
| (4) | The
Registrant previously registered an indeterminate amount of securities having an aggregate
offering price up to $500,000,000 pursuant to a Registration Statement on Form S-3 (File
No. 333-252305) filed with the Securities and Exchange Commission on January 21,
2021 and declared effective on January 28, 2021 (the “Prior Registration Statement”).
As of January 29, 2024, the securities registered under the Prior Registration Statement
may no longer be offered and sold, and the offering of securities under the Prior Registration
Statement terminated. The Registrant sold an aggregate of $75,000,000 of securities under
the Prior Registration Statement, leaving a balance of $425,000,000, representing $46,367.50
in registration fees, of unsold securities under the Prior Registration Statement. Pursuant
to Rule 457(p) under the Securities Act, the registration fee of $46,367.50 that
has already been paid and remains unused with respect to the unsold securities that were
previously registered pursuant to the Prior Registration Statement will be available to offset
any filing fees payable pursuant to this Registration Statement. |
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