Business Context and Reporting Period
Company: Global Partners LP
Filing Type: Form 8-K (Current Report)
Date of Report: September 7, 2010
Event Date: September 7, 2010 (Amendment execution) and September 8, 2010 (Initial Closing)
Global Partners LP, through its wholly owned subsidiary Global Companies LLC, entered into a Second Amendment to a Sale and Purchase Agreement with ExxonMobil Oil Corporation and Exxon Mobil Corporation. This amendment relates to the acquisition of assets and liabilities for 190 Mobil-branded retail gas stations in Massachusetts, New Hampshire, and Rhode Island, along with fuel supply rights.
Key Financial Metrics
This filing reports on a specific transaction rather than periodic financial performance. Key transaction values include:
- Total Aggregate Purchase Price: Approximately $202,000,000 for the entire acquisition.
- Initial Closing Purchase Price: Approximately $152,000,000.
- ExxonMobil Credit: $2,550,000 credited towards Global's closing costs in exchange for waiving certain diligence rights and assuming specific obligations.
The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period.
Material Changes and Transaction Details
The Second Amendment introduced the following material changes to the original agreement:
- Site Adjustments: Two sites (Peabody, MA and Attleboro, MA) were removed from the agreement, and one site (Boston, MA) was added.
- Cost Credit: ExxonMobil agreed to credit $2,550,000 to Global for resolving diligence matters, including title, survey, environmental waivers, and Massachusetts Title V requirements.
- Closing Status: The Initial Closing was deemed to have occurred at 9:30 a.m. on September 8, 2010.
The Initial Closing included 148 dealer-operated stations and 31 dealer-owned and operated stations. The remaining 42 stations, directly operated by ExxonMobil, are subject to subsequent closings.
Outlook, Risks, and Management Commentary
Management Commentary: The Partnership completed the initial phase of the acquisition as planned, securing supply rights for the acquired stations and 31 additional independent dealer stations in the subject states.
Risks and Contingencies: The filing notes that Global assumed certain obligations regarding Massachusetts Title V requirements and waived rights to reject sites for title, survey, or environmental reasons in exchange for the closing cost credit. The filing includes a standard Regulation FD disclosure stating that the press release information is not deemed "filed" under the Exchange Act unless specifically incorporated by reference.
Investor Verification Checklist
- Verify the final count of stations included in the Initial Closing versus the total 190 stations in the agreement.
- Confirm the funding sources for the $152,000,000 Initial Closing payment.
- Review the specific environmental and Title V obligations assumed by Global as detailed in the Second Amendment (Exhibit 10.1).
- Monitor the timeline and conditions for the "Subsequent Closings" covering the remaining 42 ExxonMobil-operated stations.