UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Explanatory Note
On December 21, 2023, Global Partners LP (the “Partnership”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the closing of its acquisition of 25 refined product terminals and related assets from Motiva Enterprises LLC (“Motiva”) which are located along the Atlantic Coast, in the Southeast and in Texas (the “Terminal Facilities”), pursuant to an Asset Purchase Agreement dated as of November 8, 2023 between the Partnership and Motiva.
This Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”) is being filed to amend the Original Form 8-K to include (i) the audited Statement of Assets Acquired and Liabilities Assumed as of December 21, 2023 and (ii) unaudited pro forma financial information of the Partnership giving effect to the acquisition required by Item 9.01(b) of Form 8-K, which were excluded from the Original Form 8-K.
All other items in the Original Form 8-K remain the same and are hereby incorporated by reference into the Amendment.
| Item 9.01. | Financial Statements and Exhibits |
| (a) | Financial Statement of Assets Acquired and Liabilities Assumed |
Pursuant to the authority granted under Rule 3-13 of Regulation S-X, the Securities and Exchange Commission (the “SEC”) is permitting the Partnership to substitute an audited Statement of Assets Acquired and Liabilities Assumed as of the closing date in lieu of the financial statements required by Rule 3-05 of Regulation S-X related to the acquisition of the Terminal Facilities.
The audited Statement of Assets Acquired and Liabilities Assumed related to the Terminal Facilities as of December 21, 2023 is included as Exhibit 99.1 hereto and incorporated herein by reference.
(b) Pro Forma Financial Information
In accordance with Rule 11-02(c)(1) of Regulation S-X, a pro forma balance sheet has not been prepared to give effect to the assets acquired and liabilities assumed related to the Terminal Facilities which are included in the consolidated balance sheet of the Partnership included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023, which was previously filed with the SEC on February 28, 2024.
| (d) | Exhibit |
| 23.1 | Consent of Ernst & Young, LLP |
| 99.1 | Audited Statement of Assets Acquired and Liabilities Assumed as of December 21, 2023, including notes thereto and Report of Independent Auditors thereon |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GLOBAL PARTNERS LP | ||
| By: | Global GP LLC | |
| its general partner | ||
| Dated: February 28, 2024 | By: | /s/ Sean T. Geary |
| Sean T. Geary | ||
| Chief Legal Officer and Secretary | ||