Global Partners LP refinances 2027 debt via $450M 7.125% offering

Rhea-AI Filing Summary

Global Partners LP (GLP) filed an 8-K to disclose completion of a $450 million private placement of 7.125% senior notes due 2033. The notes, issued by GLP and wholly-owned subsidiary GLP Finance Corp., were executed under an Indenture dated 23 June 2025 with Regions Bank as trustee and are joint-and-several senior unsecured obligations of the issuers and designated guarantor subsidiaries.

Key terms: the notes mature 1 July 2033; interest accrues at 7.125% and is payable semi-annually beginning 1 January 2026. Prior to 1 July 2028 the issuers may redeem up to 35% with equity-offering proceeds at 107.125% of par, or redeem all notes at a make-whole price. Thereafter, optional redemption prices step down to 103.563% (2028-29), 101.781% (2029-30) and 100% from 1 July 2030 forward.

The Indenture contains restrictive covenants limiting additional indebtedness, preferred unit issuance, restricted payments, subsidiary distributions, liens, asset sales and mergers. Events of default include non-payment, covenant breaches, certain bankruptcy events and cross-acceleration/payment defaults over $50 million, as well as judgment defaults exceeding $50 million.

Use of proceeds: GLP applied the net proceeds to (i) fund a cash tender offer purchasing a portion of its outstanding 7.00% senior notes due 2027 and (ii) repay borrowings under its credit agreement. Any 2027 notes not tendered will be fully redeemed at 100% of principal plus accrued interest on or about 1 August 2025, following delivery of a redemption notice to the trustee.

Strategic impact: the transaction extends GLP’s debt maturity profile by six years, reduces near-term refinancing risk and partially de-leverages the revolving credit facility, though it locks in a coupon 12.5 basis points higher than the retired 2027 notes and increases unsecured debt until the redemption and credit-facility pay-down are completed.

Positive

• Extended maturity profile: replaces 2027 notes with 2033 notes, reducing near-term refinancing pressure by six years.
• Liquidity enhancement: proceeds repay part of the revolving credit facility, increasing available secured borrowing capacity.

Negative

• Higher coupon expense: new 7.125% rate exceeds retired 7.00% notes, marginally increasing annual interest costs.
• Incremental unsecured leverage: issuance adds long-dated unsecured debt, elevating leverage until full redemption and credit pay-down occur.

Insights

Debt Capital Markets Analyst

TL;DR: $450 m 7.125% notes refinance 2027 debt, extend maturity, modestly higher coupon; credit-positive overall.

The private placement replaces nearer-term 7.00% 2027 notes with 2033 paper, adding six years of tenor and eliminating a 2027 wall. While the coupon is marginally higher (7.125% vs 7.00%), the difference is minimal relative to the duration gain and current high-yield market levels. Proceeds also reduce revolver borrowings, freeing secured capacity. Covenant package appears standard for GLP’s credit profile and preserves flexibility for growth capex. Given the limited incremental interest expense and substantial de-risking of the maturity schedule, I view the deal as credit-accretive.

Credit Risk Analyst

TL;DR: Leverage unchanged; unsecured issuance raises structural subordination risk but maturity extension offsets—net neutral.

Issuing unsecured notes to retire similar-sized 2027 notes and pay down revolver is largely leverage-neutral. However, because the new notes are unsecured and pari passu with existing senior notes, structural subordination to secured bank debt remains. The 12.5 bp coupon increase is minor, yet total interest cost rises until revolver balance is fully repaid. The covenant suite limits risk but still allows meaningful incremental debt. Overall risk profile moderately improves on timing but not on leverage; therefore, I assign a neutral impact.

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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): June 23, 2025

GLOBAL PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware	001-32593	74-3140887
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 9161

800 South Street

Waltham, Massachusetts 02454-9161

(Address of Principal Executive Offices)

(781) 894-8800

(Registrant’s 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Units representing limited partner interests		GLP		New York Stock Exchange
9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests		GLP pr B		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On June 23, 2025, Global Partners LP, a Delaware limited partnership (the “Partnership”), and GLP Finance Corp., a Delaware corporation (together with the Partnership, the “Issuers”), completed their previously announced private placement of $450.0 million aggregate principal amount of the Issuers’ 7.125% senior notes due 2033 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of June 23, 2025 (the “Indenture”), by and among the Issuers, certain subsidiaries of the Partnership as guarantors (the “Guarantors”) and Regions Bank, as trustee.

The Notes will mature on July 1, 2033 with interest accruing at a rate of 7.125% per annum. Interest will be payable beginning January 1, 2026 and thereafter semi-annually in arrears on January 1 and July 1 of each year.  The Notes are guaranteed on a joint and several senior unsecured basis by each of the Guarantors to the extent set forth in the Indenture.  Upon a continuing event of default, the trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Issuers, any restricted subsidiary of the Partnership that is a significant subsidiary or any group of its restricted subsidiaries that, taken together, would constitute a significant subsidiary of the Partnership, will automatically cause the outstanding Notes to become due and payable.

At any time prior to July 1, 2028, the Issuers have the option to redeem up to 35% of the Notes, in an amount not greater than the net cash proceeds of certain equity offerings, at a redemption price (expressed as a percentage of principal amount) of 107.125%, plus accrued and unpaid interest, if any, to the redemption date.  The Issuers will have the option to redeem all or part of the Notes at any time on or after July 1, 2028, at the redemption prices (expressed as percentages of principal amount) of 103.563% for the twelve-month period beginning July 1, 2028, 101.781% for the twelve-month period beginning July 1, 2029, and 100% beginning on July 1, 2030 and at any time thereafter, plus accrued and unpaid interest, if any, to the redemption date.  In addition, prior to July 1, 2028, the Issuers may redeem all or part of the Notes at a redemption price equal to the sum of the principal amount thereof, plus a make whole premium, plus accrued and unpaid interest, if any, to the redemption date.  The holders of the Notes may require the Issuers to repurchase the Notes following certain asset sales or a Change of Control Triggering Event (as defined in the Indenture) at the prices and on the terms specified in the Indenture.

The Indenture contains covenants that limit the Partnership’s ability to, among other things, incur additional indebtedness and issue preferred securities, make certain dividends and distributions, make certain investments and other restricted payments, restrict distributions by its subsidiaries, create liens, sell assets or merge with other entities. Events of default under the Indenture include, but are not limited to, (i) a default in payment of principal of, or interest or premium, if any, on, the Notes, (ii) breach of the Partnership’s covenants under the Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of the Partnership or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million and (v) failure to pay within 60 days uninsured final judgments exceeding $50.0 million.

A copy of the Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference. The description of the Indenture contained herein is qualified in its entirety by the full text of such exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included, or incorporated by reference, in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

The net proceeds from the offering of the Notes were used to fund the purchase of a portion of the Issuers’ outstanding 7.00% senior notes due 2027 (the “2027 Notes”) in a cash tender offer (the “Tender Offer”) and to repay a portion of the borrowings outstanding under the Partnership’s credit agreement.

On June 23, 2025, the Issuers delivered their Notice of Full Redemption to Regions Bank, as trustee, for all outstanding 2027 Notes not purchased in the Tender Offer. The redemption price for the 2027 Notes will be equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. The redemption of the 2027 Notes is expected to occur on or about August 1, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit  Number		Description
4.1		Indenture, dated as of June 23, 2025, among the Issuers, the Guarantors and Regions Bank, as trustee.
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: June 23, 2025	By:	/s/ Sean T. Geary
		Sean T. Geary
		Chief Legal Officer and Secretary

FAQ

What principal amount of notes did GLP (GLP) issue on 23 June 2025?

The partnership issued $450 million aggregate principal amount of 7.125% senior notes due 2033.

How will Global Partners LP use the net proceeds from the 2033 notes offering?

Proceeds funded a tender offer for its 7.00% notes due 2027 and repaid a portion of borrowings under its credit agreement.

When do the new 7.125% senior notes begin paying interest and how often?

Interest starts on 1 January 2026 and is paid semi-annually on 1 January and 1 July each year.

What are the optional redemption terms for GLP's 2033 notes?

Before 1 July 2028, up to 35% can be redeemed at 107.125% with equity proceeds; after that, prices step down to par by 1 July 2030.

What happens to GLP's existing 7.00% senior notes due 2027?

Unpurchased 2027 notes will be fully redeemed on or about 1 August 2025 at 100% of principal plus accrued interest.

Are the 7.125% notes secured and who guarantees them?

They are senior unsecured obligations, jointly and severally guaranteed by certain GLP subsidiaries.