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): March 9, 2012
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 March 9, 2012, following the closing of the acquisition (the Acquisition) by Global Partners LP (the Partnership) of all of the membership interests in Alliance Energy LLC (Alliance) from AE Holdings Corp. (AEHC), Global Petroleum Corp. (GPC), Global Companies LLC (Global), Global Montello Group Corp. (GMG), Chelsea Sandwich LLC (Chelsea LLC) and Alliance (Alliance, Global, GMG and Chelsea LLC, singly and collectively, the Operating Subsidiaries) entered into a second amendment to amended and restated shared services agreement (the Second Amendment), which amended the Amended and Restated Services Agreement dated October 4, 2005 among the Operating Subsidiaries (excluding Alliance) and GPC (as previously amended, the GPC Shared Services Agreement). Under the GPC Shared Services Agreement, (1) the Operating Subsidiaries provide GPC with certain legal and environmental support, accounting services and payroll services for which GPC pays a fee based on an agreed assessment of the cost associated with the provision of such services, and (2) GPC provides the Operating Subsidiaries with certain terminal, environmental and operational support services, for which the Operating Subsidiaries pay a fee based on an agreed assessment of the cost associated with the provision of such services. As so amended by the Second Amendment, the GPC Shared Services Agreement includes the services provided by GPC to Alliance.
In addition, on March 9, 2012, following the closing of the Acquisition, Global and AEHC entered into a shared services agreement (the AEHC Shared Services Agreement) pursuant to which Global will provide AEHC with certain tax, accounting, treasury and legal support services for which AEHC will pay Global $15,000 per year. The AEHC Shared Services Agreement is for an indefinite term and AEHC may terminate its receipt of some or all of the services upon 180 days notice.
The disclosure contained in this Item 1.01 does not purport to be a complete description of the Second Amendment or the AEHC Shared Services Agreement and is qualified in its entirety in each case by reference to the Second Amendment and the AEHC Shared Services Agreement, which are filed as Exhibits 10.2 and 10.3, respectively, hereto and are incorporated by reference into this Item 1.01.
Item 9.01. Financial Statements and Exhibits
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Exhibits |
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10.1 |
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First Amendment to Amended and Restated Services Agreement, dated as of July 24, 2006, by and among Global Petroleum Corp., Global Companies LLC, Global Montello Group LLC and Chelsea Sandwich LLC |
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10.2 |
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Second Amendment to Amended and Restated Services Agreement, dated March 9, 2012, by and among Global Petroleum Corp., Global Companies LLC, Global Montello Group Corp., Chelsea Sandwich LLC and Alliance Energy LLC |
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10.3 |
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Services Agreement, dated March 9, 2012, by and between Global Companies LLC and AE Holdings Corp. |
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: March 15, 2012 |
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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 INDEX
Exhibit
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Description |
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10.1 |
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First Amendment to Amended and Restated Services Agreement, dated as of July 24, 2006, by and among Global Petroleum Corp., Global Companies LLC, Global Montello Group LLC and Chelsea Sandwich LLC |
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10.2 |
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Second Amendment to Amended and Restated Services Agreement, dated March 9, 2012, by and among Global Petroleum Corp., Global Companies LLC, Global Montello Group Corp., Chelsea Sandwich LLC and Alliance Energy LLC |
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10.3 |
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Services Agreement, dated March 9, 2012, by and between Global Companies LLC and AE Holdings Corp. |
Exhibit 10.1
First Amendment
to
Amended and Restated Services Agreement
This First Amendment to Amended and Restated Services Agreement (this Amendment) is made as of July 24, 2006, by and among Global Petroleum Corp., a Massachusetts corporation (the Company) and Global Companies LLC, a Delaware limited liability company (Global LLC), Global Montello Group LLC, a Delaware limited liability company (Group LLC) and Chelsea Sandwich LLC, a Delaware limited liability company (Chelsea LLC) (Global LLC, Group LLC and Chelsea LLC are sometimes hereinafter referred to individually as an LLC, and collectively as the LLCs). The Company and the LLCs are sometimes hereinafter referred to each as a Party and collectively as the Parties.
WHEREAS, the Company and the LLCs entered into that certain Amended and Restated Services Agreement (the Original Agreement) as of October 4, 2005, relating to shared services among the Company and the LLCs. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings respectively ascribed to them in the Original Agreement.
WHEREAS, the Company and the LLCs wish to amend the Original Agreement to provide for an annual review of the Monthly Services Fee (subject to an accelerated review in the event of the occurrence of a material change.)
NOW, THEREFORE, in consideration of the premises and mutual covenants of the parties hereto, it is agreed as follows:
1. Compensation . The second paragraph of Article 3 (Compensation) is hereby deleted and the following is inserted in lieu thereof:
The Company and the LLCs shall keep timekeeper reports on a monthly basis for time expended on non-Company Services or non-LLC Services, respectively, so as to accurately monitor such Company Services provided for the benefit of the LLCs and LLC Services provided for the benefit of the Company. Invoices submitted by the Company to the LLCs, and by the LLCs to the Company, shall be based upon such records. As an alternative to said timekeeping requirements, the President or Treasurer of the Company and the Chief Executive Officer of each LLC may agree upon a specified monthly amount to be paid by such LLC to the Company or by the Company to such LLC (the Monthly Services Fee), which Monthly Services Fee shall be subject to approval by the Conflicts Committee of Global Partners LP and reviewed and approved annually by the signatories hereto (subject to an accelerated review in the event of the occurrence of a material change) and amended in order to more accurately and equitably reflect the actual Services rendered. Upon 30 days prior written notice, either Party may elect to cancel the Monthly Services Fee and utilize actual timekeeping records whereupon compensation shall be paid in accordance with the prior provisions of this Paragraph 3.
2. Ratification of Original Agreement. All other terms and conditions of the Original Agreement will remain unchanged and in full force and effect and the Company and Global hereby ratify and confirm the same.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
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GLOBAL PETROLEUM CORP. |
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By: |
/s/ Richard Slifka |
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Richard Slifka |
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Director and Treasurer |
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GLOBAL COMPANIES LLC |
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By: |
/s/ Eric Slifka |
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Eric Slifka |
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President and CEO |
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GLOBAL MONTELLO GROUP CORP. |
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By: |
/s/ Eric Slifka |
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Eric Slifka |
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President and CEO |
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CHELSEA SANDWICH LLC |
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By: |
/s/ Eric Slifka |
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Eric Slifka |
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President and CEO |
Exhibit 10.2
Second Amendment
to
Amended and Restated Services Agreement
This Second Amendment to Amended and Restated Services Agreement (this Amendment) is made as of March 9, 2012, by and among Global Petroleum Corp., a Massachusetts corporation (the Company) and Global Companies LLC, a Delaware limited liability company (Global LLC), Global Montello Group Corp., a Delaware corporation (Montello), Chelsea Sandwich LLC, a Delaware limited liability company (Chelsea LLC; together with Global LLC and Montello, the Current LLCs), Alliance Retail LLC, a Delaware limited liability company (Retail), Alliance Energy LLC, a Massachusetts limited liability company (Alliance), Bursaw Oil LLC, a Massachusetts limited liability company (Bursaw) and Portside LLC, a Delaware limited liability company (Portside; together with Retail, Alliance and Bursaw, the New LLCs). The Company, the Current LLCs and the New LLCs are sometimes hereinafter referred to collectively as the Parties.
WHEREAS, the Company and the Current LLCs entered into that certain Amended and Restated Services Agreement (the Original Agreement) as of October 4, 2005, as amended by that certain First Amendment to Amended and Restated Services Agreement dated as of July 24, 2006 (the First Amendment; together with the Original Agreement, the Agreement) relating to shared services among the Company and the Current LLCs. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings respectively ascribed to them in the Agreement.
WHEREAS, the Company, the Current LLCs and the New LLCs wish to amend the Agreement to add the New LLCs as parties thereunder.
NOW, THEREFORE, in consideration of the premises and mutual covenants of the parties hereto, it is agreed as follows:
1. Amendment . The term LLC in the Agreement is hereby amended to mean and include each of the Current LLCs and the New LLCs individually. The term LLCs in the Agreement is hereby amended to mean and include the Current LLCs and the New LLCs collectively.
2. Ratification of Agreement. All other terms and conditions of the Agreement will remain unchanged and in full force and effect and the Parties hereby ratify and confirm the same.
[INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
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GLOBAL PETROLEUM CORP. |
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By: |
/s/ Richard Slifka |
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Richard Slifka |
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Director and Treasurer |
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GLOBAL COMPANIES LLC |
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By: |
/s/ Edward J. Faneuil |
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Edward J. Faneuil |
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Executive Vice President |
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GLOBAL MONTELLO GROUP CORP. |
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By: |
/s/ Edward J. Faneuil |
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Edward J. Faneuil |
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Executive Vice President |
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CHELSEA SANDWICH LLC |
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By: |
/s/ Edward J. Faneuil |
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Edward J. Faneuil |
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Executive Vice President |
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ALLIANCE RETAIL LLC |
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By: |
/s/ Edward J. Faneuil |
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Edward J. Faneuil |
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Executive Vice President |
Exhibit 10.3
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the Agreement) is made and entered into as of this 9th day of March, 2012, by and among AE Holdings Corp., a Massachusetts corporation (the Company) and Global Companies LLC, a Delaware limited liability company (Global). The Company and Global are sometimes hereinafter referred to each as a Party and collectively as the Parties.
W I T N E S S E T H:
WHEREAS, Global is willing to provide certain services to the Company, upon the terms and subject to the conditions herein contained; and
WHEREAS, the Company desires to receive such services from Global, upon the terms and subject to the conditions herein contained.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Global hereby agree as follows:
1. Services . Global hereby agrees to provide to the Company various services during the Service Period (defined below), including, without limitation, tax, accounting, treasury and legal support services (collectively, the Services). The Services shall be rendered at such times as are reasonably requested by the Company, giving due regard to Globals operations and other responsibilities. The Services may not be expanded except in accordance with Paragraph 9 of this Agreement.
2. Service Period . Global shall provide Services to the Company from the date hereof until March 15, 2014, and thereafter for such two (2) year periods of time as Global and the Company shall mutually agree (the Service Period). Notwithstanding the foregoing, the Company may terminate its receipt of some or all of the Services upon one hundred eighty (180) days advance written notice.
3. Compensation . In order to reimburse Global, on a non-profit basis, for costs incurred by it in connection with providing the Services, the Company shall pay to Global an amount equal to $15,000.00 per annum, payable in equal monthly installments (the Monthly Services Fee); provided, however, subject to the approval of the Conflicts Committee of Global Partners LP, the Monthly Services Fee shall be reviewed and amended in order to more accurately and equitably reflect the Services rendered.
4. Indemnification . In as much as Global is performing the Services on an at cost basis and not for the purpose of making a profit, the Company shall indemnify and hold harmless Global, and its officers, directors, employees, members, agents and representatives (collectively, the Indemnitees) from and against any and all losses, liabilities, damages, claims, and expenses (including reasonable attorneys fees and expenses) suffered or incurred by any Indemnitee which arise out of or are related to any action of Global or any of its employees taken while performing Services for the benefit of, or on behalf of, the Company, except to the extent that
such losses, liabilities, damages, claims, and expenses are caused by the gross negligence or willful misconduct of Global or any of its employees or agents.
5. Relationship of the Parties . Each Party is retained by the other Party only for the purposes and to the extent set forth in this Agreement, and shall serve such other Party solely as an independent contractor. Neither Party shall have any authority to enter into agreements or commitments on behalf of the other Party or to bind the other Party in any respect, except as expressly authorized in writing by such other Party. Neither Party shall be entitled to receive any payments from the other Party by way of compensation, expenses, reimbursements or otherwise in respect of the Services, except for the reimbursement to be paid as set forth herein. Nothing contained herein shall be construed as making either Party, or any of its employees, an employee, officer, director or owner of any other Party hereto.
6. Waivers and Consents . The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by Global and the Company. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given.
7. Notices . All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving Partys address set forth below or to such other address as a Party may designate by notice hereunder, and shall be either (a) delivered by hand, (b) telexed, telecopied or made by confirmed facsimile transmission, (c) sent by overnight courier, or (d) sent by certified or registered mail, return receipt requested, postage prepaid.
All notices, requests, consents and other communications hereunder shall be deemed to have been received: (a) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above; (b) if telexed, telecopied or made by facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise; (c) if sent by overnight courier, on the next day following the day such mailing is made (or in the case that such mailing is made on a Friday, Saturday or on the day before a legal holiday, on the immediately following business day); or (d) if sent by certified or registered mail,
return receipt requested, on the date indicated as the receipt date on such returned receipt, or on the 5 th day following the time of such mailing thereof to such address (or in the case that such 5 th day is a Saturday, Sunday or a legal holiday, on the immediately following business day), if a receipt is not returned.
8. Successors and Assigns . This Agreement may not be assigned in whole or in part without the written consent of all of the non-assigning Parties. This Agreement shall be binding upon and inure to the benefit of Global and the Company, and each of their respective successors and assigns.
9. Entire Agreement/Amendment . This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and except as otherwise provided herein, supersedes all prior agreements or understandings written or oral in respect thereof. This Agreement may be amended or modified at any time or from time to time only by a written instrument signed by the Parties hereto.
10. Enforcement . The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.
11. Governing Law . This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles thereof.
13. Headings . The paragraph headings contained herein are for convenience and reference only and shall not be given effect in the interpretation of any term or condition of this Agreement.
14. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
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AE HOLDINGS CORP. |
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By: |
/s/ Richard Slifka |
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Richard Slifka |
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Director and Treasurer |
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GLOBAL COMPANIES LLC |
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By: |
/s/ Edward J. Faneuil |
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Edward J. Faneuil |
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Executive Vice President, General Counsel and Secretary |