WALTHAM, Mass.--(Business Wire)--
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.
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
Copyright Business Wire 2009
