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Global Partners LP est une société américaine d'énergie spécialisée dans la distribution de produits pétroliers raffinés, notamment de l'essence, du diesel et du fioul de chauffage, ainsi que dans la commercialisation de pétrole brut.

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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-206851
$300,000,000
GLOBAL PARTNERS LP
GLP FINANCE CORP.
Offer to Exchange
Up To $300,000,000 of
7.000% Senior Notes due 2023
That Have Not Been Registered Under
The Securities Act of 1933
For
Up To $300,000,000 of
7.000% Senior Notes due 2023
That Have Been Registered Under
The Securities Act of 1933
Terms of the New 7.000% Senior Notes due 2023 Offered in the Exchange Offer:
·
The terms of the new notes are identical to the terms of the old notes that were issued on June 4, 2015, except that the new notes will be
registered under the Securities Act of 1933 and will not contain restrictions on transfer, registration rights or provisions for additional
interest.
Terms of the Exchange Offer:
·
We are offering to exchange up to $300,000,000 of our old notes for new notes with materially identical terms that have been registered
under the Securities Act of 1933 and are freely tradable.
·
We will exchange all old notes that you validly tender and do not validly withdraw before the exchange offer expires for an equal
principal amount of new notes.
·
The exchange offer expires at 5:00 p.m., New York City time, on October 21, 2015 unless extended.
·
Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.
·
The exchange of old notes for new notes will not be a taxable event for U.S. federal income tax purposes.
You should carefully consider the risks set forth under "Risk Factors" beginning on page 9 of this prospectus
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for a discussion of factors you should consider before participating in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense

The date of this prospectus is September 21, 2015.
Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your decision about
participating in the exchange offer, you should rely only on the information contained or incorporated by reference in this prospectus and in
the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any
unauthorized information, you must not rely on it. We are not making an offer to sell these securities or soliciting an offer to buy these
securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not
qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in
this prospectus or in the documents incorporated by reference herein, is accurate as of any date other than the date on the front cover of this
prospectus or the date of such incorporated documents, as the case may be.
TABLE OF CONTENTS
Cautionary Statement Regarding Forward-Looking Statements

ii

Where You Can Find More Information and Incorporation by Reference
iv

Prospectus Summary

1

Risk Factors

9

The Exchange Offer
16

Ratio of Earnings to Fixed Charges
23

Use of Proceeds
24

Description of Notes
25

Certain United States Federal Income Tax Consequences
74

Plan of Distribution
75

Legal Matters
77

Experts
77

Letter of Transmittal
78
This prospectus incorporates important business and financial information about Global Partners LP that is not included or delivered
with this prospectus. Such information is available without charge to holders of old notes upon written or oral request made to Global
Partners LP, Attention: Office of the General Counsel, P.O. Box 9161, 800 South St., Waltham, Massachusetts 02454; telephone number:
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(781) 894 8800.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the information contained in or incorporated by reference in this prospectus may contain forward-looking statements. Forward-looking
statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may
contain the words "may," "believe," "should," "could," "expect," "anticipate," "plan," "intend," "estimate," "continue," "will likely result" or other
similar expressions. In addition, any statement made by our management concerning future financial performance (including future revenues, earnings
or growth rates), ongoing business strategies or prospects, and possible actions by us, are also forward-looking statements. Forward-looking statements
are not guarantees of performance. Although we believe 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 our control, which may cause future
results to be materially different from the results stated or implied in this document. These risks and uncertainties include, among other things:
·
A significant decrease in demand for the products we sell could serve to adversely affect us.
·
Our sales of home heating oil and residual oil could be significantly reduced by conversions to natural gas.
·
We may not be able to fully implement or capitalize upon planned growth projects.
·
Erosion of the value of the Mobil brand and other gasoline brands could adversely affect our gasoline sales and customer traffic.
·
Our gasoline sales could be significantly reduced by a reduction in demand due to higher prices and to new technologies and alternative
fuel sources, such as electric, hybrid or battery powered motor vehicles.
·
Our crude oil sales could be adversely affected by, among other things, unanticipated changes in the crude oil market structure, grade
differentials and volatility (or lack thereof), implementation of regulations that adversely impact the market for transporting crude oil or
other products by rail, changes in refiner demand, severe weather conditions, significant changes in prices and interruptions in rail
transportation services and other necessary services and equipment, such as railcars, trucks, loading equipment and qualified drivers.
·
We depend upon marine, pipeline, rail and truck transportation services for a substantial portion of our logistics business in transporting
the products we sell. A disruption in these transportation services could have an adverse effect on our financial condition and results of
operations.
·
Changes in government usage mandates and tax credits could adversely affect the availability and pricing of ethanol, which could
negatively impact our sales.
·
Warmer weather conditions could adversely affect our home heating oil and residual oil sales.
·
Our risk management policies cannot eliminate all commodity risk or basis risk or the impact of unfavorable market conditions which
can adversely affect our financial condition and results of operations. In addition, noncompliance with our risk management policies
could result in significant financial losses.
·
Our results of operations are affected by the overall forward market for the products we sell.
·
Our business could be affected by a range of issues, such as changes in commodity prices, energy conservation, competition, the global
economic climate, movement of products between foreign locales and within the United States, changes in refiner demand, weekly and
monthly refinery output levels, changes in local, domestic and worldwide inventory levels, changes in safety regulations, seasonality and
supply, weather and logistics disruptions.
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·
Increases and/or decreases in the prices of the products we sell could adversely impact the amount of borrowing available for working
capital under our credit agreement, which credit agreement has borrowing base limitations and advance rates.
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·
We are exposed to trade credit risk and risk associated with our trade credit support in the ordinary course of our business.
·
The condition of credit markets may adversely affect us.
·
Our credit agreement and the indentures governing our senior notes contain operating and financial covenants, and our credit agreement
contains borrowing base requirements. A failure to comply with the operating and financial covenants in our credit agreement, the
indentures and any future financing agreements could impact our access to bank loans and other sources of financing and restrict our
ability to pursue our business activities.
·
A significant increase in interest rates could adversely affect our ability to service our indebtedness.
·
Our gasoline station and convenience store business could expose us to an increase in consumer litigation and result in an unfavorable
outcome or settlement of one or more lawsuits where insurance proceeds are insufficient or otherwise unavailable.
·
Adverse developments in the areas where we conduct our business could have a material adverse effect on such businesses and can
reduce our ability to service our indebtedness.
·
A serious disruption to our information technology systems could significantly limit our ability to manage and operate our business
efficiently.
·
We are exposed to performance risk in our supply chain.
·
Our businesses are subject to both federal and state environmental and non-environmental regulations which could have a material
adverse effect on such businesses.
Additional information about risks and uncertainties that could cause actual results to differ materially from forward-looking statements is
contained in the "Risk Factors" section beginning on page 9 of this prospectus as well as in our 2014 Annual Report and our subsequent periodic filings
with the SEC incorporated by reference herein.
We expressly disclaim any obligation or undertaking to update these statements to reflect any change in our expectations or beliefs or any change
in events, conditions or circumstances on which any forward-looking statement is based, other than as required by applicable law. All forward-looking
statements included in or incorporated by reference in this prospectus and all subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.
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WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
We file annual, quarterly and other reports with and furnish other information to the Securities and Exchange Commission, or the SEC. You may
read and copy any document we file with or furnish to the SEC at the SEC's public reference room at 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. Please call the SEC at 1-800-732-0330 for further information on its public reference room. Our SEC filings are also available at the SEC's
website at http://www.sec.gov. You can also obtain information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005. Our SEC filings are also available on our Internet website at http://www.globalp.com. The information on our website is not, and you
should not consider such information to be, a part of this prospectus.
The SEC allows us to "incorporate by reference" the information we file with the SEC. This means we can disclose important information to you
without actually including the specific information in this prospectus by referring to those documents. The information incorporated by reference is
considered to be part of this prospectus. Information that we file later with the SEC (which does not include any information furnished on any Current
Report on Form 8-K) will automatically update and may replace information in this prospectus and information previously filed with the SEC. If
information in incorporated documents conflicts with information in this prospectus, you should rely on the most recent information. If information in
an incorporated document conflicts with information in another incorporated document, you should rely on the most recent incorporated document.
The documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, or the Exchange Act (excluding those furnished to the SEC on Form 8-K), prior to the termination of the offering, are incorporated
by reference in this prospectus.
·
our 2014 Annual Report, filed on March 13, 2015;
·
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015, filed with the SEC on May 8, 2015 and
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August 7, 2015, respectively; and
·
our Current Reports on Form 8-K filed with the SEC on November 7, 2014, January 7, 2015, January 13, 2015, January 21, 2015,
January 26, 2015, March 3, 2015, March 26, 2015, April 15, 2015, April 30, 2015, May 19, 2015, June 1, 2015, June 4, 2015, June 5,
2015, June 10, 2015, June 16, 2015 and September 4, 2015 (in each case, excluding any information furnished pursuant to Items 2.02 or
7.01).
Until the termination of the exchange offer described in this prospectus, we also incorporate by reference all documents filed by us in the future
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding any information therein that was furnished on any Current Report on Form 8-K.
In addition, all documents filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to the effectiveness of the
registration statement, and that is deemed "filed" with the SEC, shall be deemed to be incorporated by reference into this prospectus.
You may request a copy of these filings and all other information subsequently incorporated by reference into this prospectus, at no cost, by writing
or telephoning us at the following:
Global Partners LP
Attention: Office of the General Counsel
P.O. Box 9161, 800 South St.
Waltham, Massachusetts 02454
telephone number: (781) 894-8800
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein. It does not
contain all of the information that you should consider before participating in the exchange offer. You should carefully read the entire prospectus, as
well as the information to which we refer you and the information incorporated by reference for a more complete understanding of our business and
this exchange offering. Please read "Risk Factors" on page 9 of this prospectus as well as the risk factors included in our 2014 Annual Report and our
subsequent periodic filings with the SEC, incorporated by reference herein, for more information about important factors that you should consider
before participating in the exchange offer.
Unless otherwise noted or indicated by the context, in this prospectus, the terms "Global," "we," "our," "us," "the partnership" or like terms refer
either to Global Partners LP or to Global Partners LP and its operating subsidiaries, collectively as the context requires. References in this prospectus
to "our general partner" refer to Global GP LLC. References to "Finance Corp." refer to the co-issuer of the notes, GLP Finance Corp., our wholly
owned subsidiary for the purpose of being a co-issuer or guarantor of some of our indebtedness, including the notes and our credit facilities. The
partnership has the following subsidiaries: Global Operating LLC ("Global Operating" or our "operating company"), Global Companies LLC ("Global
Companies"), Glen Hes Corp. ("Glen Hes"), Global Montello Group Corp. ("GMG"), Chelsea Sandwich LLC ("Chelsea Sandwich"), Global Energy
Marketing LLC ("GEM"), Alliance Energy LLC ("Alliance"), Bursaw Oil LLC ("Bursaw"), Finance Corp., Global Energy Marketing II LLC ("GEM
II"), Global CNG LLC ("Global CNG"), Cascade Kelly Holdings, LLC ("Cascade Kelly"), Global Partners Energy Canada ULC ("Global Canada"),
Warren Equities, Inc. ("Warren"), Warex Terminals Corporation ("Warex"), Drake Petroleum Company, Inc. ("Drake"), Puritan Oil Company, Inc.
("Puritan Oil"), Maryland Oil Company, Inc. ("Maryland Oil") and our 60% owned subsidiary, Basin Transload, LLC ("Basin Transload"). The
partnership has 16 operating subsidiaries: Global Companies, its subsidiary, Glen Hes, Global Canada, GMG, its subsidiary Warren, Warren's
subsidiaries Warex, Drake, Puritan Oil and Maryland Oil, Chelsea Sandwich, GEM, GEM II, Alliance, its subsidiary Bursaw, Cascade Kelly, Global
CNG and Basin Transload, which we refer to collectively as our "operating subsidiaries." The operating companies (other than Basin Transload) are
wholly owned by Global Operating, a wholly owned subsidiary of the partnership.
In this prospectus, we refer to the notes to be issued in the exchange offer as the "new notes" and the notes that were issued on June 4, 2015 as the
"old notes." We refer to the new notes and the old notes collectively as the "notes."
About Global Partners LP
We are a midstream logistics and marketing company engaged in the purchasing, selling and logistics of transporting petroleum and related
products, including domestic and Canadian crude oil, gasoline and gasoline blendstocks (such as ethanol and naphtha), distillates (such as home heating
oil, diesel and kerosene), residual oil, renewable fuels, natural gas and propane. We also receive revenue from convenience store sales and gasoline
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station rental income. We own, control or have access to one of the largest terminal networks of refined petroleum products and renewable fuels in
Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the "Northeast").
We own transload and storage terminals in North Dakota and Oregon that extend our origin-to-destination capabilities from the mid-continent region
of the United States and Canada to the East and West Coasts. We are one of the largest distributors of gasoline, distillates, residual oil and renewable
fuels to wholesalers, retailers and commercial customers in the New England states and New York. As of June 30, 2015, we had a portfolio of
approximately 1,537 owned, leased and/or supplied gasoline stations, including 286 convenience stores, in the Northeast, Maryland and Virginia.

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We purchase refined petroleum products, renewable fuels, crude oil, natural gas and propane primarily from domestic and foreign refiners and
ethanol producers, crude oil producers, major and independent oil companies and trading companies. We operate our business under three segments:
(i) Wholesale, (ii) Gasoline Distribution and Station Operations and (iii) Commercial.
Collectively, we sold approximately $2.6 billion and $5.5 billion of refined petroleum products, renewable fuels, crude oil, natural gas and propane
for the three and six months ended June 30, 2015, respectively. In addition, we had other revenues of approximately $98.4 million and $181.5 million
for the three and six months ended June 30, 2015, respectively, primarily from convenience store sales at our directly operated stores and rental income
from dealer leased or commission agent leased gasoline stations.
Global GP LLC, our general partner, manages our operations and activities and employs our officers and substantially all of our personnel, except
for most of our gasoline station and convenience store employees and certain union personnel who are employed by one of two of our wholly owned
subsidiaries, Global Montello Group Corp. or Drake Petroleum Company, Inc.
About GLP Finance Corp.
Finance Corp. was incorporated under the laws of the State of Delaware in January 2007. Finance Corp., a wholly-owned subsidiary of Global, was
incorporated for the sole purpose of being a co-issuer of certain of our indebtedness, including the notes. Finance Corp. has no material assets or
liabilities other than as may be incidental to its activities as co-issuer of our indebtedness.
Principal Executive Offices
Our principal executive offices are located at P.O. Box 9161, 800 South Street, Suite 500, Waltham, Massachusetts 02454-9161, and our telephone
number is (781) 894-8800. Our website is located at http://www.globalp.com. Information on our website is not incorporated by reference into this
prospectus and does not constitute a part of this prospectus. You should rely only on information contained or incorporated by reference in this
prospectus when making a decision as to whether or not to tender your notes.

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The Exchange Offer
On June 4, 2015, we completed a private offering of $300.0 million aggregate principal amount of the old notes. As part of this private offering, we
entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed, among other things, to deliver this
prospectus to you and to use our commercially reasonable efforts to complete the exchange offer no later than 420 days following the closing of the
private offering. The following is a summary of the exchange offer.
Old Notes
On June 4, 2015, we issued $300.0 million aggregate principal amount of 7.000% senior notes due 2023.
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New Notes
The terms of the new notes are identical to the terms of the old notes, except that the new notes are
registered under the Securities Act of 1933, as amended, or the Securities Act, and will not have restrictions
on transfer, registration rights or provisions for additional interest. The new notes offered hereby, together
with any old notes that remain outstanding after the completion of the exchange offer, will be treated as a
single class for all purposes under the indenture, including, without limitation, waivers, amendments,
redemptions and offers to purchase. The new notes will have a CUSIP number different from that of any old
notes that remain outstanding after the completion of the exchange offer.

Exchange Offer
We are offering to exchange up to $300.0 million aggregate principal amount of new notes for an equal
amount of the old notes to satisfy our obligations under the registration rights agreement that we entered
into when we issued the old notes in a transaction exempt from registration under the Securities Act.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on October 21, 2015, unless we decide to
extend it.

Conditions to the Exchange Offer
The registration rights agreement does not require us to accept old notes for exchange if the exchange offer,
or the making of any exchange by a holder of the old notes, would violate any applicable law or
interpretation of the staff of the SEC. The exchange offer is not conditioned on a minimum aggregate
principal amount of old notes being tendered. Please read "The Exchange Offer--Conditions to the
Exchange Offer" for more information about the conditions to the exchange offer.

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Procedures for Tendering Old Notes
To participate in the exchange offer, you must follow the procedures established by The Depository Trust
Company, or DTC, for tendering notes held in book-entry form. These procedures for using DTC's
Automated Tender Offer Program, or ATOP, require that (i) the exchange agent receive, prior to the
expiration date of the exchange offer, a computer generated message known as an "agent's message" that is
transmitted through ATOP, and (ii) DTC confirms that:

· DTC has received your instructions to exchange your notes; and

· you agree to be bound by the terms of the letter of transmittal.

For more information on tendering your old notes, please refer to the section in this prospectus entitled
"Exchange Offer--Terms of the Exchange Offer," "--Procedures for Tendering," and "Description of Notes
--Book-Entry, Delivery and Form."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of old notes at any time prior to the expiration date. To withdraw, you must
submit a notice of withdrawal to the exchange agent using ATOP procedures before 5:00 p.m., New York
City time, on the expiration date of the exchange offer. Please refer to the section in this prospectus entitled
"The Exchange Offer--Withdrawal of Tenders."

Acceptance of Old Notes and Delivery
If you fulfill all conditions required for proper acceptance of old notes, we will accept any and all old notes
of New Notes
that you properly tender in the exchange offer on or before 5:00 p.m., New York City time, on the
expiration date. We will return any old notes that we do not accept for exchange to you without expense
promptly after the expiration date and acceptance of the old notes for exchange. Please refer to the section in
this prospectus entitled "The Exchange Offer--Terms of the Exchange Offer."

Fees and Expenses
We will bear expenses related to the exchange offer. Please refer to the section in this prospectus entitled
"The Exchange Offer--Fees and Expenses."

Use of Proceeds
The issuance of the new notes will not provide us with any new proceeds. We are making this exchange
offer solely to satisfy our obligations under the registration rights agreement.

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Consequences of Failure to Exchange If you do not exchange your old notes in this exchange offer, you will no longer be able to require us to
Old Notes
register the old notes under the Securities Act, except in limited circumstances provided under the registration
rights agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the old notes
unless we have registered the old notes under the Securities Act, or unless you resell, offer to resell or
otherwise transfer them under an exemption from the registration requirements of, or in a transaction not
subject to, the Securities Act.

U.S. Federal Income Tax
The exchange of old notes for new notes in the exchange offer will not be a taxable event for U.S. federal
Considerations
income tax purposes. Please read "Certain United States Federal Income Tax Consequences."

Exchange Agent
We have appointed Deutsche Bank Trust Company Americas as the exchange agent for the exchange offer.
You should direct questions and requests for assistance, requests for additional copies of this prospectus or the
letters of transmittal to the exchange agent as follows:

DB Services Americas, Inc.
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, Florida 32256

For telephone assistance, please call (877) 843-9767.

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Terms of the New Notes
The new notes will be identical to the old notes, except that the new notes are registered under the Securities Act and will not have restrictions on
transfer, registration rights or provisions for additional interest. The new notes will evidence the same debt as the old notes, and the same indenture
will govern the new notes and the old notes. The following summary contains basic information about the new notes and is not intended to be complete.
It does not contain all the information that is important to you. For a more complete understanding of the new notes, please refer to the section of this
prospectus entitled "Description of Notes."
Issuers
Global and Finance Corp.

Securities Offered
$300.0 million aggregate principal amount of the Issuers' 7.000% senior notes due 2023.

Maturity
June 15, 2023.

Interest Payment Dates
June 15 and December 15 of each year.

Subsidiary Guarantors
The new notes will be fully and unconditionally guaranteed on a joint and several senior unsecured basis by
all of our existing subsidiaries (other than the co-issuer and Basin Transload) and by our future subsidiaries
that are borrowers or guarantors under our credit facilities or that guarantee our indebtedness or
indebtedness of any other guarantor.

Ranking
The new notes and the guarantees thereof will be the general unsecured senior obligations of the issuers and
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the guarantors, will rank equally in right of payment with all of the issuers' and the guarantors' existing and
future senior indebtedness, will be effectively subordinated to all of the issuers' and the guarantors' secured
indebtedness to the extent of the value of the collateral securing such indebtedness and will rank senior in
right of payment to all of the issuers' and the guarantors' future subordinated indebtedness.

In addition, the new notes will be structurally subordinated to all of the existing and future liabilities and
obligations (including trade payables but excluding intercompany liabilities) of each of our non-guarantor
subsidiaries. As of June 30, 2015, the total liabilities of our non-guarantor subsidiaries were approximately
$1.3 million, including trade payables. Such non-guarantor subsidiaries represented 4.9% of our total
consolidated assets as of June 30, 2015 and represented less than 1.0% of our total consolidated revenues for
the six months ended June 30, 2015 and the year ended December 31, 2014.

See "Description of Notes--Subsidiary Guarantees."

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Optional Redemption
At any time (which may be more than once) prior to June 15, 2018, we may, at our option, redeem up to
35% of the outstanding notes in an amount not greater than the proceeds of certain equity offerings, at a
redemption price of 107.000%, plus accrued and unpaid interest, if any, to the date of redemption. We may
also redeem any of the notes at any time on or after June 15, 2018, in whole or in part, at the redemption
prices described under "Description of Notes--Optional Redemption," plus accrued and unpaid interest, if
any, to the date of redemption. In addition, we may redeem the notes, in whole or in part, at any time before
June 15, 2018 at a redemption price equal to par plus an applicable make-whole premium described under
"Description of Notes--Optional Redemption," together with accrued and unpaid interest, if any, to the date
of redemption.

Change of Control; Asset Sales
If Global experiences specific kinds of changes of control and unless Global has previously or concurrently
exercised its right to redeem all of the outstanding notes as described under "Description of Notes--
Optional Redemption," Global will be required to make an offer to purchase the notes at a purchase price of
at least 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to the purchase date.
See "Description of Notes--Repurchase at the Option of Holders--Change of Control."

If Global or its restricted subsidiaries sell assets under certain circumstances and do not use the proceeds for
certain specified purposes, Global will be required to make an offer to purchase the notes and certain other
pari passu indebtedness on a pro rata basis with certain of the net proceeds therefrom. The purchase price of
the notes will be equal to 100% of the principal amount of the notes repurchased, plus accrued and unpaid
interest, if any, to the purchase date. See "Description of Notes--Repurchase at the Option of Holders--
Asset Sales."

Certain Covenants
The indenture governing the notes contains certain covenants that may, under certain circumstances, limit
our ability and the ability of our restricted subsidiaries to, among other things:

· incur certain additional indebtedness and issue preferred securities;

· make certain dividends, distributions, investments and other restricted payments;

· sell certain assets;

· agree to any restrictions on the ability of restricted subsidiaries to make payments to Global;

· create certain liens;

· merge, consolidate or sell substantially all of Global's assets;

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· enter into certain transactions with affiliates; and

· enter into certain sale and leaseback transactions.

These covenants are subject to important exceptions and qualifications described under the heading
"Description of Notes--Certain Covenants."

At any time when both Standard & Poor's Ratings Services and Moody's Investors Service, Inc. assign the
notes an investment grade rating and no default under the indenture exists, we and our subsidiaries will not
be subject to many of the foregoing covenants.
Risk Factors
See "Risk Factors" and the other information included or incorporated by reference in this prospectus for a discussion of factors you should
consider carefully before participating in the exchange offer.
Ratio of Earnings to Fixed Charges
The following table sets forth our ratio of consolidated earnings to fixed charges for the periods presented:

Six Months

Year Ended December 31,

Ended

June 30, 2015

2014

2013

2012

2011

2010

Ratio of earnings to fixed charges(a)

2.23x 3.40x 1.94x 2.12x 1.53x 2.04x
(a)
We calculated the ratio of earnings to fixed charges by dividing earnings by fixed charges. Earnings consist of income from
continuing operations before income taxes and before adjustment for noncontrolling interest, plus fixed charges. Fixed charges
consist of interest expense, including accretion of senior notes discount and amortization of deferred financing fees, and the
portion of rental expense we estimate to be representative of the interest factor in rent expense.

8
Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should carefully consider the risk factors set forth under Item 1A of our 2014 Annual Report,
together with all of the other information included or incorporated by reference in this prospectus, before participating in the exchange offer. Our
business, financial condition or results of operations could be materially adversely affected by any of these risks. If any of these risks actually occurs,
our business, and your investment in the notes, could be negatively affected. The risks and uncertainties described below and in the documents
incorporated herein by reference are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently see as
immaterial, may also negatively affect us and your investment in the notes.
Risks Related to the New Notes
If you do not properly tender your old notes, you will continue to hold unregistered old notes and your ability to transfer old notes will remain
restricted and may be adversely affected.
We will only issue new notes in exchange for old notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure
timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent is
required to tell you of any defects or irregularities with respect to your tender of old notes.
http://www.sec.gov/Archives/edgar/data/1323468/000104746915007436/a2226023z424b3.htm[9/21/2015 4:07:44 PM]

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