WALTHAM, Mass.--(BUSINESS WIRE)--Oct. 26, 2009--
Global Partners LP (NYSE: GLP) (the “Partnership”), a leading wholesale
supplier of refined petroleum products in the Northeast, on October 23,
2009 filed a preliminary proxy statement with the Securities and
Exchange Commission. The Partnership plans to file with the SEC and mail
to unitholders a definitive proxy statement in connection with the
proposal described in the preliminary proxy statement.
The Partnership expects to solicit proxies from its unitholders pursuant
to the definitive proxy statement with respect to the proposal. Before
making any voting decision with respect to the proposals, unitholders
are advised to read the definitive proxy statement because it will
contain important information.
Description of Proposed Amendments to
Partnership Agreement
The Partnership is proposing to replace the terms “operating surplus”
and “adjusted operating surplus” in its partnership agreement with a new
term, “distributable cash flow,” as the metric to measure its ability to
fund distributions from earnings (as opposed to capital) and to test
whether the subordinated units are entitled to convert into common units.
The proposal would:
-
Replace the terms “operating surplus” and “adjusted operating surplus”
with the term “distributable cash flow” and thereby eliminate the term
“working capital borrowings” in the partnership agreement and permit
the Partnership to eliminate the requirement in its credit facility to
significantly reduce borrowings annually;
-
Increase the minimum quarterly distribution from $0.4125 to $0.4625
per unit per quarter; and
-
Remove the provisions that currently permit early conversion of a
portion of the subordinated units and restate the provisions governing
conversion of the subordinated units using distributable cash flow to
test whether the minimum quarterly distribution has been earned.
The proposal would not result in any change in the current per unit
amount of the Partnership’s quarterly distribution ($0.4875 per unit).
“We believe that the proposal in our preliminary proxy statement
maintains important safeguards for our common unitholders,” said the
Partnership’s Chief Operating Officer and Chief Financial Officer Thomas
Hollister. “We believe distributable cash flow is a widely accepted
metric for master limited partnerships. We have historically presented
distributable cash flow, and its components, in our quarterly and annual
reports as an important non-GAAP financial measure for our unitholders.”
Important Additional Information will be filed with the SEC
The Partnership plans to file with the Securities Exchange Commission
(“SEC”) and mail to unitholders a definitive proxy statement in
connection with the proposal described in the Partnership’s Preliminary
Proxy Statement on Schedule 14A, which was filed with the SEC on October
23, 2009. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO SUCH
PROPOSAL, UNITHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT IS
FINALIZED AND DISTRIBUTED TO UNITHOLDERS BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Unitholders will be able to obtain a
free-of-charge copy of the proxy statement (when available) and other
relevant documents filed with the SEC from the SEC’s web site at www.sec.gov.
Participants in the Solicitation
The Partnership and its general partner and certain directors, executive
officers and affiliates of its general partner may, under the rules of
the SEC, be deemed to be “participants” in the solicitation (as defined
in Instruction 3 to Item 4 of Schedule 14A) of proxies from its
unitholders. Information concerning the interests of the persons who may
be considered “participants” in the solicitation is set forth in the
Partnership’s preliminary proxy statement described above under the
heading “Interests of Certain Persons.”
About Global Partners
Global
Partners LP, a publicly traded master limited partnership based in
Waltham, Massachusetts, owns, controls and 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
region. 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
This news release contains certain “forward-looking statements” within
the meaning of the federal securities laws. These forward-looking
statements are identified as any statements that do not relate strictly
to historical or current facts and can generally be identified by the
use of forward-looking terminology including “will,” “may,” “believe,”
“expect,” “anticipate,” “estimate,” “continue” or other similar words.
Such statements may discuss business prospects, goals, new developments
and future expectations or contain projections of results of operations,
financial condition and Global Partners LP’s ability to make
distributions to unitholders. These 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 actual results to be materially different
from the forward-looking statements contained in this news release. For
specific risks and uncertainties that could cause actual results to
differ materially from forward-looking statements, please refer to
Global Partners LP’s Annual Report on Form 10-K for the year ended
December 31, 2008, Quarterly Report on Form 10-Q for the quarter ended
June 30, 2009 and subsequent filings the Partnership makes with the
Securities and Exchange Commission. 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 made, and Global Partners LP undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Source: Global Partners LP
Global Partners LP
Thomas J. Hollister, 781-894-8800
Chief
Operating Officer and Chief Financial Officer
or
Edward
Faneuil, 781-894-8800
Executive Vice President, General
Counsel and Secretary