UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 7, 2010
GLOBAL PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware |
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001-32593 |
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74-3140887 |
(State
or other jurisdiction
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(Commission
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(IRS
Employer
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P.O. Box 9161
800 South Street
Waltham, Massachusetts 02454-9161
(Address of Principal Executive Offices)
(781) 894-8800
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On September 7, 2010, Global Companies LLC (Global), a wholly owned subsidiary of Global Partners LP (the Partnership), executed a Second Amendment to Sale and Purchase Agreement (the Second Amendment) with ExxonMobil Oil Corporation and Exxon Mobil Corporation (collectively, ExxonMobil). The Second Amendment amends the Sale and Purchase Agreement dated May 24, 2010 among ExxonMobil and Global, as previously amended by a First Amendment to Sale and Purchase Agreement dated as of August 12, 2010 (as so amended, the Purchase Agreement), pursuant to which Global agreed to acquire certain assets and liabilities related to 190 Mobil branded retail gas stations located in Massachusetts, New Hampshire and Rhode Island (the Subject States). The Purchase Agreement also provides Global the right to supply Mobil branded fuel to such stations and to 31 Mobil branded stations that are owned and operated by independent dealers in the Subject States. The aggregate purchase price for the acquisition is approximately $202,000,000. The following is a description of the material provisions set forth in the Second Amendment:
· ExxonMobil agreed to pay or otherwise credit the sum of $2,550,000 towards the closing costs otherwise payable by Global in consideration for Globals resolution of certain diligence matters, including without limitation Globals waiver of its rights to reject sites for title, survey or environmental reasons and Globals assumption of certain obligations in connection with Massachusetts Title V requirements.
· One site in Peabody, Massachusetts and one site in Attleboro, Massachusetts were removed from the Purchase Agreement and one site in Boston, Massachusetts was added to the Purchase Agreement.
· The Initial Closing (as described below in Item 7.01) is deemed to have occurred at 9:30 a.m. on September 8, 2010.
All other material terms remain the same as disclosed in the Partnerships Current Reports on Form 8-K filed on May 25, 2010 and August 31, 2010. The Second Amendment is filed hereto as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On September 8, 2010, the Partnership issued a press release announcing the closing of the initial phase of its acquisition of retail gas stations and supply rights from ExxonMobil under the Purchase Agreement (the Initial Closing). The purchase price for the Initial Closing was approximately $152,000,000, and the aggregate purchase price for the entire acquisition, including the Subsequent Closings (as defined in the Purchase Agreement), is approximately $202,000,000. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, unless the Partnership specifically states that the information is to be considered filed under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 8.01. Other Events
The Partnership previously announced that Global entered into the Purchase Agreement, pursuant to which Global agreed to acquire certain assets and liabilities related to 190 Mobil branded retail gas stations located in Massachusetts, New Hampshire and Rhode Island. Of the 190 stations that are the subject of the Purchase Agreement, 42 are directly operated by ExxonMobil and 148 are dealer operated subject to existing franchise agreements assigned to and assumed by Global. The Purchase Agreement also provides Global the right to supply Mobil branded fuel to such stations and to 31 Mobil branded stations that are owned and operated by independent dealers in the Subject States. On September 8, 2010, the Partnership completed the Initial Closing of the acquisition for a purchase price of approximately $152,000,000, which included the 148 dealer operated stations and the 31 dealer owned and operated stations.
Item 9.01. |
Financial Statements and Exhibits |
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(d) |
Exhibits |
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10.1 |
Second Amendment to Sale and Purchase Agreement, dated September 7, 2010, among ExxonMobil Oil Corporation and Exxon Mobil Corporation, as sellers, and Global Companies LLC, as buyer |
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99.1 |
Global Partners LP Press Release dated September 8, 2010 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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GLOBAL PARTNERS LP |
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By: |
Global GP LLC, |
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its general partner |
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Dated: September 9, 2010 |
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By: |
/s/ Edward J. Faneuil |
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Executive Vice President, |
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General Counsel and Secretary |
Exhibit 10.1
SECOND AMENDMENT TO SALE AND PURCHASE AGREEMENT
RETAIL MARKETING ASSETS MASSACHUSETTS, NEW HAMPSHIRE AND RHODE ISLAND
This SECOND AMENDMENT (the Second Amendment) to that certain Sale and Purchase Agreement, dated as of May 24, 2010, by and among EXXONMOBIL OIL CORPORATION, a New York corporation (EMOC), and EXXON MOBIL CORPORATION, a New Jersey corporation (EMC and, together severally with EMOC, Seller), and GLOBAL COMPANIES LLC, a Delaware limited liability company (Purchaser), as previously amended by a First Amendment to Sale and Purchase Agreement Retail Marketing Assets Massachusetts, New Hampshire and Rhode Island, dated as of August 12, 2010 (as amended, the Purchase Agreement), is made and entered into as of September 2, 2010 (the Second Amendment Date) upon the terms and conditions set forth herein. When provisions herein apply to both or either Seller or Purchaser, they sometimes are referred to as Parties or Party.
WHEREAS, pursuant to the Purchase Agreement, Seller has agreed to transfer and assign to Purchaser, and Purchaser has agreed to accept and assume from Seller, certain assets and liabilities related to service station properties located in the States of Massachusetts, New Hampshire and Rhode Island; and
WHEREAS, the Parties desire to amend the Purchase Agreement as set forth in this Second Amendment.
NOW, THEREFORE, in consideration of the recitals and the mutual covenants, conditions and agreements set forth in this Second Amendment, and for other good and valuable consideration, the receipt and sufficiency of which hereby are mutually acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Section 6.4 Closing Costs is amended by adding the following to the end of that Section: Seller hereby agrees to pay or credit at the Initial and at one or more of the Subsequent Closings, the sum of Two Million Five Hundred Fifty Thousand U.S. Dollars ($2,550,000.00) towards the Closing costs otherwise payable by Purchaser. Such payment or credit shall be applied at the Initial Closing and at one or more of the Subsequent Closings in accordance with the final settlement statements for such Initial Closing and Subsequent Closings executed by Purchaser and Seller. In consideration for such credit from Seller, Purchaser hereby: (a) waives all objections to title and survey under Article V and any and all rights to terminate the Agreement as to any Property under Section 5.3.3 (b) waives any and all rights under Section 7.2 to remove any Property or Properties from the Agreement for environmental reasons, (c) acknowledges and accepts the limited terms remaining on the PMPA Franchise Agreements being assigned to Purchaser at the Initial Closing, (d) agrees to acquire the Sites which failed the Massachusetts Title V inspections in their AS IS
condition and to fulfill all statutory Title V requirements with respect to such Sites within the time period required by such statutory Title V requirements (a list of such sites is attached hereto as Schedule 1), and (e) agrees to obtain all necessary special use permits from applicable governmental authorities for Site #19478 located at 656 Boston Post Road in Marlborough, MA and Site # 10379 located at 815 Washington Street in Holliston, MA within three (3) months following the respective Closing for each such Site and to defend, indemnify and hold harmless the Seller Indemnified Parties for, from and against, without limitation, all Claims, liability, losses, expenses and costs incurred by Seller in connection with, resulting from, related to, arising out of, or attributable in any way to any Claim based on, arising out of or related to the failure of Purchaser to obtain all necessary special use permits from the applicable governmental authorities for such Sites..
2. Exhibits. Exhibits D, O, P, Q S, T, U, V-1 V-2 AND V-3, W, AA, BB and EE and Schedules H and Q to the Purchase Agreement are deleted in their entirety and replaced with Exhibits D, O, P, Q S, T, U, V-1 V-2 AND V-3 W, W-1, AA, BB and EE and Schedules H and Q attached hereto and incorporated herein by this reference. Purchaser and Seller agree and understand that such Exhibits and Schedules may be amended prior to the Initial Closing and to each of the Subsequent Closings and as amended, shall be incorporated into the SPA by this reference.
3. Section 7.4.4 Documents Executed at or Prior to Closing . The first sentence of this Section 7.4.4 is amended to delete the reference to Section 7.3.4 and to substitute in its stead a reference to Section 7.3.
4. Exhibit FF Liquidated Damages The first sentence of Exhibit FF is hereby modified to read as follows:
I n the event that the Brand Fee Agreement is terminated in accordance with its terms, in addition to any damages (liquidated or otherwise) payable under the Brand Fee Agreement, Purchaser shall pay to EMOC, as liquidated damages, an amount rounded to the nearest dollar, equal to: 0 cents times (the total volume of gallons attributable to all Properties and Dealer-Owned Service Stations transferred to Purchaser pursuant to this Agreement, as set forth in Exhibit 15 of the Brand Fee Agreement) times (the number of years, including any partial year, remaining in Purchasers 15-year obligation, described in Section 4.1.1 of this Agreement, after such termination).
5. Dropped Sites.
a. Site # 11847 located at 227 Andover Street in Peabody, Massachusetts is hereby removed from the Agreement and Purchaser and Seller hereby agree to modify the Purchase Price in Section 3.1 to deduct therefrom the amount of Six Hundred Seventy-seven Thousand U.S. Dollars
($677,000.00), which amount has been allocated for such Site #11847 on Exhibit A-4. Exhibit A-1 Sub-market #2 is hereby amended by removing therefrom the following:
11847 |
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227 Andover Street |
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PEABODY |
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MA |
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CODO |
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FEE |
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EMOC |
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SNACK SHOP |
Exhibit A-4 Sub-market #2 is hereby amended by removing therefrom the following:
11847 |
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$ |
677 |
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$ |
267 |
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$ |
222 |
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$ |
188 |
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b. Site # 10368 located at 495 Pleasant Street, Attleboro, MA is hereby removed from the Agreement and Purchaser and Seller hereby agree to modify the Purchase Price in Section 3.1 to deduct therefrom the amount of Seventy Thousand U.S. Dollars ($70,000.00), which amount has been allocated for such Site #10368 on Exhibit A-4. Exhibit A-3 Sub-market #6 is hereby modified by removing therefrom the following:
10368 |
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495 PLEASANT ST |
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ATTLEBORO |
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MA |
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DOSS |
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Mobil Mart |
Exhibit A-4 Sub-market #6 is hereby amended by removing therefrom the following:
10368 |
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$ |
70 |
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0 |
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0 |
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0 |
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6. Additional Sites, Changed Allocations.
a. Site # 13045, located at 273 E. Berkeley Street in Boston, Massachusetts is hereby added to the Agreement as one of the Properties and the Purchase Price in Section 3.1 is hereby increased by the amount of Two Million Nine Hundred Thousand U.S. Dollars ($2,900,000.00). Exhibit A-1 Sub-Market # 2 is hereby amended by adding thereto the following:
13045 |
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273 E. Berkeley Street |
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BOSTON |
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MA |
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CODO |
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FEE |
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EMOC |
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Mobil Mart |
Exhibit A-4 Sub-Market # 2 is hereby amended by adding thereto the following:
13045 |
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$ |
2,900 |
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$ |
1,500 |
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$ |
500 |
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$ |
900 |
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b. Site # 84118 located at 131 Commerce Way in Plymouth, MA was inadvertently omitted from Exhibit A-4. Therefore Exhibit A-4 Sub-Market # 5 is hereby amended by adding the following:
84118 |
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$ |
0 |
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0 |
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0 |
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0 |
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c. Site 11641 is located in both the Commonwealth of Massachusetts and the State of New Hampshire. Therefore, the allocation on Exhibit A-4 for such Site 11641 is hereby amended to read as follows:
11641 |
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$395,800MA
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$116,800 MA
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$151,000
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$128,000 MA
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d. The allocation on Exhibit A-4 for Site # 12422 is hereby modified to read as follows:
12422 Service Station |
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$ |
340 |
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$ |
128 |
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$ |
112 |
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$ |
100 |
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12422 House |
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$ |
25 |
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$ |
15 |
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$ |
10 |
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$ |
0 |
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7. OTR Agreement . Purchaser represents and warrants that as of the date hereof, Purchaser has executed with TMC Franchise Corporation an On the Run Franchise Agreement for the Sites currently branded On the Run as shown on Exhibit A-1 and Exhibit A-2, as modified by Exhibit L.
8. Permits. Seller and Purchaser acknowledge and agree that Purchaser shall operate Site #19478 in Marlborough, MA, Site # 10379 in Holliston, MA and Site # 11757 in Billerica, MA under permits that are in the name of Seller and are not assignable to Purchaser until such time as Purchaser is able to obtain new permits in Purchasers or Purchasers Affiliates name for such sites. Without limiting any indemnification obligations of Purchaser under the Purchase Agreement, Purchaser hereby agrees to defend, indemnify and hold harmless Seller and all of the Seller Indemnified Parties for, from and against, without limitation, all Claims, liability, losses, expenses and costs incurred by Seller in connection with, resulting from, related to, arising out of, or attributable in any way to any Claim based on, arising out of or related to Purchasers operation or Purchasers franchisees operation of such sites without having the appropriate permits in Purchasers or Purchasers Affiliates name, including, without limitation, any and all fines, penalties, or impositions by
Governmental Authorities resulting from the failure of the Purchaser or Purchasers Affiliate or Purchasers franchisees to have the appropriate permits in the appropriate name as may be required by the Governmental Authority
9. Closing Effective . For all purposes of the Purchase Agreement the Initial Closing shall occur as of 9:30 a.m. on September 8, 2010.
10. Defined Terms . Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.
11. Counterparts . This Second Amendment may be executed by the Parties in counterpart, each of which will be deemed an original. Such counterparts together will constitute one and the same instrument.
12. Governing Law . This Second Amendment and the transactions contemplated herein and all disputes between the Parties under or related to this Second Amendment or the facts and circumstances leading to its execution or performance, whether in contract, tort or otherwise, will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to its conflicts of law rules. Each Party: (a) irrevocably submits itself to the personal jurisdiction of the federal court for the Eastern District of Virginia in Alexandria, Virginia or, if federal jurisdiction is not available, to the jurisdiction of the Fairfax County Circuit Courts, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Second Amendment, any of the transactions contemplated by this Second Amendment or any facts and circumstances leading to its execution or performance; (b) agrees that all claims in respect of such suit, action or proceeding must be brought, heard and determined exclusively in such courts; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts; (d) agrees not to bring any suit, action or proceeding arising out of our relating to this Second Amendment or any of the transactions contemplated by this Second Amendment in any other court; and (e) waives any defense of inconvenient forum to the maintenance of any suit, action or proceeding so brought.
13. Entire Agreement, No Other Amendments . The Purchase Agreement, as amended hereby, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions of the Parties in connection with the subject matter hereof, except as specifically set forth herein. Except as expressly amended herein, the terms of the Purchase Agreement shall remain in full force and effect.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Second Amendment has been executed by Seller and Purchaser and is made effective as of the Second Amendment Date.
EXXONMOBIL
OIL CORPORATION,
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GLOBAL COMPANIES LLC, a Delaware limited liability company |
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By: |
/s/ D.J. Salamack |
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By: |
/s/ Edward J. Faneuil |
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Name: |
D.J. Salamack |
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Name: |
Edward J. Faneuil |
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Title: |
US Business Improvement Mgr |
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Title: |
Executive Vice President |
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Date: |
September 7, 2010 |
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Date: |
September 7, 2010 |
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EXXON MOBIL CORPORATION, a |
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New Jersey corporation |
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By: |
/s/ D.J. Salamack |
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Name: |
D.J. Salamack |
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Title: |
US Business Improvement Mgr |
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Date: |
September 7, 2010 |
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Exhibit 99.1
GLOBAL PARTNERS LP |
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Contacts: |
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Thomas J. Hollister |
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Edward J. Faneuil |
Chief Operating Officer and |
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Executive Vice President, |
Chief Financial Officer |
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General Counsel and Secretary |
Global Partners LP |
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Global Partners LP |
(781) 894-8800 |
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(781) 894-8800 |
Global
Partners Completes Purchase from ExxonMobil
of 148 Dealer-Operated Gas Stations in New England
Transaction
Includes Fuel Supply Rights at 31 Additional Mobil Locations;
Partnerships Acquisition of 42 ExxonMobil Company-Operated Stations
Expected to Close by End of Third Quarter
Waltham, Mass., September 8, 2010 Global Partners LP (NYSE: GLP), one of the largest wholesale distributors of gasoline, distillates and residual oil in the New England states and New York, today announced the closing of the initial phase of its purchase of Mobil-branded retail gas stations and supply rights in Massachusetts, New Hampshire and Rhode Island.
The Partnership has today completed the purchase from Exxon Mobil Corporation of 148 dealer-operated Mobil stations included in the transaction, as well as gasoline and diesel supply rights for an additional 31 Mobil stations owned and operated by independent Mobil dealers in the same states. By the end of September, Global Partners expects to close on its purchase of the remaining assets in the agreement 42 Mobil-branded stations directly operated by ExxonMobil.
All of the stations will continue to operate under the Mobil brand as part of a long-term branding agreement between ExxonMobil and Global Partners.
The acquisition of these strategic assets contributes significant new year-round income for Global Partners, said Eric Slifka, President and Chief Executive Officer of Global Partners. We believe that the combination of our wholesale supply expertise, outstanding terminal portfolio and unique system capabilities will enable us to generate strong returns from this transaction, which adds vertical integration to our transportation fuel supply business.
Of the 221 stations covered under the transaction, 179 are located in Massachusetts, 22 in Rhode Island and 20 in New Hampshire. The stations sold approximately 370 million gallons of gasoline and diesel fuel in 2009.
ExxonMobil has built the premier brand and a superb dealer network in these states, and we look forward to continuing the long tradition of providing high-quality Mobil transportation fuels in these markets, Slifka said.
Global Partners is financing the acquisition with borrowings under its new four-year, $1.15 billion senior secured credit facility.
About Global Partners LP
Global Partners LP, a publicly traded master limited partnership based in Waltham, Massachusetts, owns, controls or has access to one of the largest terminal networks of refined petroleum products in the Northeast. The Partnership is one of the largest wholesale distributors of gasoline, distillates (such as home heating oil, diesel and kerosene) and residual oil to wholesalers, retailers and commercial customers in the New England states and New York. Global Partners LP, a FORTUNE 500 ® company, trades on the New York Stock Exchange under the ticker symbol GLP. For additional information, please visit www.globalp.com.
Forward-looking Statements
Some of the information contained in this news release may contain forward-looking statements. Forward-looking statements do not relate strictly to historical or current facts and 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, foresee, continue, will likely result, or other similar expressions. In addition, any statement made by Global Partners LPs management concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects and possible actions by Global Partners LP or its subsidiaries are also forward-looking statements. Forward-looking statements are not guarantees of performance. Although Global Partners LP believes 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 the control of Global Partners LP, which may cause future results to be materially different from the results stated or implied in this news release. For additional information about risks and uncertainties that could cause actual results to differ materially from forward-looking statements, please refer to Global Partners LPs Annual Report on Form 10-K for the year ended December 31, 2009, Quarterly Report on Form 10-Q for the period ended June 30, 2010 and subsequent filings the Partnership makes with the Securities and Exchange Commission. Developments in any of these areas could cause Global Partners LPs results to differ materially from results that have been or may be
anticipated or projected. All forward-looking statements included in this news release and all subsequent written or oral forward-looking statements attributable to Global Partners LP or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date of this news release or, in the case of forward-looking statements, contained in any document incorporated by reference, the date of such document, and Global Partners LP expressly disclaims any obligation or undertaking to update these statements to reflect any change in its expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based.
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