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LGP > SEC Filings for LGP > Form 8-K on 10-Dec-2013All Recent SEC Filings

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Form 8-K for LEHIGH GAS PARTNERS LP


10-Dec-2013

Entry into a Material Definitive Agreement, Change in Directors or Princip


Item 1.01 Entry into Material Definitive Agreement.

On December 5, 2013, Lehigh Gas Partners LP (the "Partnership") and Lehigh Gas GP LLC, the general partner of the Partnership (the "General Partner"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Raymond James & Associates, Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I thereto (the "Underwriters"). The Underwriting Agreement relates to an offering (the "Offering") of 3,100,000 of common units representing limited partner interests in the Partnership ("Common Units") at a price to the public of $26.90 per Common Unit. Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters an option for a period of 30 days to purchase up to 465,000 additional Common Units to cover over-allotments, if any, on the same terms. On December 9, 2013, the Underwriters notified the Partnership of their exercise in full of their option to purchase additional Common Units. The Partnership expects the transaction to close on December 10, 2013.

Affiliates of certain of the Underwriters are lenders under the Partnership's credit facility and will receive their pro rata portion of the net proceeds from the Offering through the repayment of borrowings extended under the Partnership's credit facility.

The Common Units to be sold pursuant to the Underwriting Agreement are registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-192035), which was declared effective by the Securities and Exchange Commission on December 4, 2013.

The Underwriting Agreement contains customary representations, warranties and agreements of the Partnership and the General Partner and customary conditions to closing, indemnification obligations of the Partnership, the General Partner and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties, and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement which is filed as Exhibit 1.1 hereto and incorporated by reference herein.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 5, 2013, the Compensation Committee of the Board of Directors (the "Board") of the General Partner approved a grant of Common Units to be issued on December 10, 2013 (the "Grant Date") under the Lehigh Gas Partners LP 2012 Incentive Award Plan (the "Plan") to Joseph V. Topper, Jr., the Chairman of the Board and Chief Executive Officer of the General Partner. The grant of Common Units was made to Mr. Topper, at his election, in lieu of $176,000 of compensation due to Mr. Topper as consideration for his services to the Partnership as Chief Executive Officer of the General Partner. The grant consists of 6,304 Common Units, which is the number of Common Units that have a fair market equal to the $176,000 based on an average closing price of $27.92 for the Common Units on the dates on which Mr. Topper would normally have received the compensation for his services. The Common Units granted to Mr. Topper are fully vested as of the Grant Date and are not subject to any transfer restrictions or risks of forfeiture.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.       Document

 1.1              Underwriting Agreement dated December 5, 2013 among Lehigh Gas
                  Partners LP, Lehigh Gas GP LLC and Raymond James & Associates,
                  Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC and Wells
                  Fargo Securities, LLC, as representatives of the several
                  Underwriters named in Schedule I thereto.

 5.1              Opinion of Vinson & Elkins L.L.P. regarding the legality of the
                  common units.

 8.1              Opinion of Vinson & Elkins L.L.P. regarding tax matters.

23.1              Consent of Vinson & Elkins L.L.P. (included in its opinion filed
                  as Exhibit 5.1).

23.2              Consent of Vinson & Elkins L.L.P. (included in its opinion filed
                  as Exhibit 8.1).


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