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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 1, 2022
SPRAGUE RESOURCES LP
(Exact name of registrant as specified
in its charter)
| Delaware |
|
001-36137 |
|
45-2637964 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
185 International Drive
Portsmouth, NH 03801
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number,
including area code: (800) 225-1560
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 |
SRLP |
New York Stock Exchange |
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)) |
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. ¨
Introductory Note
This Current Report on Form 8-K is being filed
in connection with the completion of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 2, 2022
(the “Original Merger Agreement” and, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of
August 31, 2022, the “Merger Agreement”), by and among Sprague Resources, LP, a Delaware limited partnership (the “Partnership”),
Sprague Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”),
Sparrow HP Holdings, LLC (“Parent”), a Delaware limited liability company and wholly owned subsidiary of Hartree Partners,
LP, and Sparrow HP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”).
On November 1, 2022, Merger Sub merged with and into the Partnership, with the Partnership surviving as a direct wholly owned subsidiary
of Parent and the General Partner (the “Merger”).
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth
in the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
Effective November 1,
2022 at 12:01 a.m. Eastern Standard Time (the “Effective Time”), pursuant to the terms of the previously disclosed
Merger Agreement, Merger Sub merged with and into the Partnership, with the Partnership surviving the Merger as a wholly owned subsidiary
of Parent and the General Partner and continuing to exist as a Delaware limited partnership. Pursuant to the terms of the Merger Agreement,
each issued and outstanding common unit representing a limited partner interest in the Partnership (the “Common Units”),
other than the Common Units owned by Parent or its permitted transferees, was converted into the right to receive $20.00 per Common Unit
in cash without any interest thereon (the “Merger Consideration”). At the Effective Time, approximately $133.8 million
was paid as Merger Consideration.
The Partnership completed
the Merger following the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by Parent,
the record and beneficial owner of approximately 74.5% of the then issued and outstanding Common Units, which constituted a Unit Majority
(as defined in the Partnership’s First Amended and Restated Agreement of Limited Partnership, dated October 30, 2013, as amended).
The foregoing description
of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of the Original Merger Agreement, which was filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed
with the Securities and Exchange Commission (the “SEC”) on June 2, 2022, and Amendment No. 1 to the Merger Agreement,
dated August 31, 2022, filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on September 2, 2022.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information included
under Item 2.01 above is incorporated into this Item 3.01 by reference.
In connection with the
closing of the Merger, the Partnership (i) notified the New York Stock Exchange (the “NYSE”) that the Certificate of Merger
relating to the Merger had been filed with the Secretary of State of the State of Delaware and effective as of the Effective Time and
(ii) requested that the NYSE file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to delist and deregister
the Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The trading
of Common Units was suspended before the opening of trading on November 1, 2022. Additionally, the Partnership intends to file a certification
on Form 15 (the “Form 15”) under the Exchange Act with the SEC requesting the suspension of the Partnership’s reporting
obligations under Sections 13(a) and 15(d) of the Exchange Act.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information included
under Item 2.01 is incorporated into this Item 3.03 by reference.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignations
On November 1, 2022,
following the completion of the Merger, the following independent directors resigned from their respective positions as directors: Beth
A. Bowman, C. Gregory Harper and John A. Shapiro. The resignations of Ms. Bowman and Messrs. Harper and Shapiro did not result from any
disagreement with the Partnership or its affiliates on any matter relating to the operations, policies or practices of the Partnership
or its affiliates.
| Item 7.01 | Regulation
FD Disclosure. |
Upon filing the Form
15, the Partnership will no longer file reports with the SEC. 2022 K-1 information will be available at Sprague’s website:
www.spragueenergy.com.
On November 1, 2022,
the Partnership issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits.
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 hereunto duly authorized.
| |
By: |
Sprague
Resources GP LLC, its General Partner |
| |
|
|
| |
By: |
/s/
Paul A. Scoff |
| |
|
Paul
A. Scoff |
| |
|
|
| |
|
Vice President, General Counsel, Chief Compliance Officer &
Secretary |
Dated: November 1, 2022
Exhibit 99.1
News Release
Investor Contact:
Paul Scoff
+1 800.225.1560
investorrelations@spragueenergy.com
Sprague
Resources LP Announces Closing of Merger with Hartree Affiliate and Delisting of Its Common Units
Portsmouth, N.H., November 1, 2022 – Sprague Resources
LP (the “Partnership” or “Sprague”) today announced that the transaction contemplated by the Agreement and Plan
of Merger dated June 2, 2002, and as amended on August 31, 2022, by and among the Partnership, Sprague Resources GP LLC, and affiliates
of Hartree Partners, LP (“Hartree”), was completed on Tuesday, November 1, 2022 at 12:01 a.m. The closing of the transaction
takes the Partnership from a publicly traded company to a private company solely owned by Hartree, and the Partnership’s common
units will no longer be listed on the NYSE.
About Sprague Resources LP
Sprague Resources LP is a master limited partnership engaged
in the purchase, storage, distribution and sale of refined petroleum products and natural gas. Sprague also provides storage and handling
services for a broad range of materials.
About Hartree Partners, LP
Hartree is a well-established global merchant commodities
firm concentrating in energy and its associated industries. Formed in 1997, the firm focuses on identifying value in the production, refinement,
transportation and consumption of tradable commodities including: electric power, natural gas, natural gas liquids, refined products,
crude oil, fuel oil, freight, metals, carbon and petrochemicals, among others. Hartree is jointly owned by its senior management and certain
funds managed by Oaktree Capital Management, L.P.
###