SCHEDULE: Global Partners LP: Slifka Family Ownership Update

An amended Schedule 13D filing details significant changes in beneficial ownership of Global Partners LP common units following the death of Richard Slifka and the succession of Eric Slifka.

Summary

• Amendment No. 3 to Schedule 13D updates beneficial ownership of Common Units representing limited partner interests in Global Partners LP.
• Montello Oil Corporation and Global Petroleum Corp. have been removed as Reporting Persons.
• Eric Slifka has been added as a Reporting Person.
• Richard Slifka has been replaced by the Estate of Richard Slifka as a Reporting Person following his death on May 25, 2025.
• Eric Slifka beneficially owns 3,720,872 Common Units, representing 10.9% of the outstanding Common Units.
• The Alfred A. Slifka 1990 Trust Under Article II-A beneficially owns 1,831,957 Common Units, representing 5.4% of the outstanding Common Units.
• The Estate of Richard Slifka beneficially owns 1,781,849 Common Units, representing 5.2% of the outstanding Common Units.
• Total outstanding Common Units as of May 25, 2025, were 33,995,563.
• The General Partner has repurchased 1,563,933 Common Units since May 2009 through May 25, 2025, under its Repurchase Program.
• The General Partner is authorized to acquire up to 1,036,624 additional Common Units for its Long Term Incentive Plan (LTIP) and employment obligations.

Sentiment

Score: 6

Explanation: The filing primarily reports factual changes in beneficial ownership and management succession due to a death. While the death is a negative event, the continuity of leadership and the ongoing unit repurchase program provide some stability. The overall sentiment is neutral to slightly positive due to clarity and continuity in governance.

Positives

• Continuity of family control and leadership with Eric Slifka succeeding as Chairman of the Board and continuing as Chief Executive Officer and President of the General Partner.
• Ongoing Common Unit Repurchase Program by the General Partner, which can support unit value and meet compensation obligations.

Negatives

• The death of Richard Slifka, former Chairman of the Board of the General Partner.
• Transfer of 613,105 Common Units previously held by Richard Slifka to a trust over which none of the Reporting Persons have voting or investment control.

Risks

• The General Partner's Common Unit Repurchase Program is subject to price, economic, and market conditions, applicable legal requirements, and available liquidity, which could impact its execution.
• Reporting Persons may change their plans regarding the sale or retention of Common Units based on various factors, including business prospects, market conditions, general economic conditions, and regulatory matters.

Future Outlook

Reporting Persons may make additional purchases of Common Units or dispose of their holdings in the future, depending on business prospects, market conditions, and other factors. Eric Slifka, as an owner of the General Partner, may cause the Issuer to change its dividend policy or capitalization through debt or equity issuance, though there is no current intention to do so. The General Partner is authorized to acquire up to 1,036,624 additional Common Units over an extended period for its LTIP and employment obligations.

Management Comments

• Eric Slifka, as one of the direct and indirect owners of the General Partner, may cause the Issuer to change its dividend policy or its capitalization, through the issuance of debt or equity securities, from time to time in the future. Eric Slifka, however, has no current intention of changing the present capitalization or dividend policy of the Issuer.
• Eric Slifka, as one of the direct and indirect owners of the General Partner, may cause changes to the Issuer's Certificate of Limited Partnership and Partnership Agreement. Eric Slifka, however, has no current intention of changing the Issuer's Certificate of Limited Partnership, Partnership Agreement or any other instrument relating thereto to impede the acquisition of control of the Issuer by any person.

Industry Context

This filing primarily concerns internal corporate governance and ownership structure changes within Global Partners LP, a master limited partnership (MLP) operating in the midstream energy sector. It highlights the continuity of family leadership following a significant event, which is a common characteristic for many MLPs with founding family involvement. The filing does not directly address broader industry trends or competitive dynamics.

Management Changes

Corporate Governance

Related Party Transactions

• Distribution of Common Units from Sandwich Terminal LLC to AS Trust and Richard Slifka as part of a liquidation plan.
• Repurchase of AS Trust's ownership interest in Chelsea Terminal Limited Partnership and Chelsea Terminal Corp. by Chelsea and CTC, distributing Common Units to AS Trust.
• Distribution of Common Units from Montello Oil Corporation (MOC) to Richard Slifka and AS Trust as part of a liquidation plan.
• Distribution of Common Units from Global Petroleum Corp. (GPC) to Richard Slifka and AS Trust as part of a liquidation plan.
• Eric Slifka received 575,543 Common Units from vesting of awards granted under the Long Term Incentive Plan (LTIP) as compensation for his service as an executive officer.
• Eric Slifka received 38,940 Common Units from a family trust in 2023.
• Transfer of 215,559 Common Units by Eric Slifka to family trusts for which he is the sole trustee (between February 6, 2019, and February 28, 2023).
• Transfer of 350,000 Common Units by Eric Slifka to a family trust for which he is co-trustee (on March 22, 2024).
• The AS Trust transferred its membership in the General Partner to a limited liability company for which Eric Slifka serves as manager.
• Common Units held by Richard Slifka transferred to his Estate by operation of law upon his death.
• Common Units held by Richard Slifka transferred to a trust not controlled by Reporting Persons upon his death.
• The General Partner (controlled by Eric Slifka and family members) repurchases Common Units for the purpose of meeting its anticipated obligations under the LTIP and employment agreements.

Stakeholder Impact

• Shareholders: Provides clarity on the significant beneficial ownership structure and the continuity of family leadership. The ongoing unit repurchase program could positively impact unit value. Potential for future changes in dividend policy or capitalization is noted, though no immediate plans.
• Employees: The General Partner's unit repurchase program supports the Long Term Incentive Plan (LTIP) and other employment-related obligations, benefiting employees who receive unit-based compensation.

Next Steps

• The General Partner may continue to acquire Common Units under the Repurchase Program, with authorization to acquire up to 1,036,624 additional units.
• Reporting Persons may make additional purchases or dispose of Common Units in the future based on market conditions and other factors.

Key Dates

Recommendation

The filing primarily provides an update on beneficial ownership and management succession due to a family event. It does not present new operational or financial performance data that would warrant a strong buy or sell recommendation. The continuity of family leadership and the ongoing unit repurchase program suggest stability, but there are no new catalysts for significant upside or downside. Investors should hold and monitor future operational reports.

Keywords

Global Partners LP, SEC filing, Schedule 13D, beneficial ownership, common units, limited partner interests, Eric Slifka, Richard Slifka, family trust, unit repurchase program, corporate governance, energy midstream, MLP