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): October 25, 2019
 
 
 
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
SRLP
New York Stock Exchange
Partner Interests
 
 
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 o
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. o






Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 25, 2019, Sprague Resources GP LLC, the general partner (the “General Partner”) of Sprague Resources LP, a Delaware limited partnership (the “Partnership”), entered into Amendment No. 2 (“Amendment No. 2”) to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP dated as of October 30, 2013, as amended by Amendment No. 1, dated as of December 20, 2017. Amendment No. 2 provides, generally, that if the holder(s) of a majority of the incentive distribution rights (“IDRs”) in the Partnership request that all or a portion of the amount payable with respect to a given quarter to the holders of the IDRs not be distributed to the holders of the IDRs (the “Waived IDR Amount”), then the General Partner shall not distribute the Waived IDR Amount for such quarter. Amendment No. 2 further provides that such Waived IDR Amount may be payable in the future, without interest, if certain conditions are met.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the complete text of Amendment No. 2, a copy of which is filed as Exhibit 3.3 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

EXHIBIT    DESCRIPTION
3.1    Amendment No. 2, dated as of October 25, 2019, to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP dated as of October 30, 2013









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.
 

SPRAGUE RESOURCES LP
 
 
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: October 25, 2019




EXECUTION COPY
AMENDMENT NO. 2 TO THE
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
SPRAGUE RESOURCES LP
This Amendment No. 2 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, a Delaware limited partnership (the “Partnership”), dated as of October 25, 2019 (as amended by Amendment No. 1, dated as of October 30, 2013, to the First Amended and Restated Agreement of Limited Partnership of the Partnership, the “Partnership Agreement”), is entered into effective as of October 25, 2019, by Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
RECITALS
WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and
WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that this Amendment to the Partnership Agreement does not adversely affect the Limited Partners considered as a whole (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.
NOW, THEREFORE, it is hereby agreed as follows:
Section 1.Amendment.
(a)    Section 1.1 of the Partnership Agreement is hereby amended by inserting, in the appropriate alphabetical order, the following additional definition:
“Waived IDR Amount” is defined in Section 6.4(c)(i).”
(b)    Section 6.4 of the Partnership Agreement is hereby amended by inserting a new subsection (c) as follows:
“(c)    IDR Waivers.    
(i) If prior to the declaration of a distribution by the General Partner with respect to any Quarter, the holder(s) of a majority of the Incentive Distribution Rights request that all or a portion of the amount payable with respect to such Quarter to the holders of the

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Incentive Distribution Rights not be distributed to the holders of the Incentive Distribution Rights (the “Waived IDR Amount”), then the General Partner shall not distribute the Waived IDR Amount for such Quarter.
(ii) The Waived IDR Amount with respect to a specific Quarter shall be payable to those Persons then holding the Incentive Distribution Rights without interest, in whole, on the tenth (10th) Business Day after satisfaction of all the following conditions:
(A)    at least two Quarters have passed since the waiver occurred with respect to which repayment of the Waived IDR Amount is to be made;
(B)    the Partnership’s distributions pursuant to Section 6.4(b) with respect to each of the immediately preceding two Quarters (including the related IDR payment with respect to such two Quarters) on each Outstanding Unit equaled or exceeded the distribution made on each Outstanding Unit for the Quarter in respect of which the waiver of such Waived IDR Amount occurred, adjusted for unit splits or similar matters;
(C)    the amount of Distributable Cash Flow generated with respect to the immediately preceding four Quarter period, reduced by an amount equal to such Waived IDR Amount, exceeds the amount distributed pursuant to Section 6.4(b) for the immediately preceding four Quarter period by an amount equal to 10% of such distributions pursuant to Section 6.4(b);
(D)    following the payment of the Waived IDR Amount, the Partnership’s accumulated undistributed Distributable Cash Flow shall exceed zero by at least the amount specified in clause (a) in the definition of Distributable Cash Flow; and
(E)    the Board of Directors of the General Partner has resolved by majority vote, that it does not believe that it is reasonably likely that the Partnership’s distributions pursuant to Section 6.4(b) will be reduced on a per Unit basis with respect to the then current Quarter or at any time during the subsequent four Quarter period from the amount per Unit paid with respect to the immediately preceding Quarter.
(iii) If a Waived IDR Amount with respect to a specific Quarter is not paid pursuant to Section 6.4(c)(ii) within thirty-two (32) Quarters following the Quarter with respect of which it was waived, the Waived IDR Amount shall be cancelled and will not thereafter be paid to the holders of Incentive Distribution Rights.”
Section 2.    Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.
Section 3.    Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.


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(Signature Page Follows)


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IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.


 
GENERAL PARTNER:
 
 
 
 
 
 
 
SPRAGUE RESOURCES GP LLC
 
By:__________________________________
 
Name:    Paul A. Scoff
 
Title:    Vice President, General Counsel,
 
Chief Compliance Officer & Secretary
 
 
 
 
 
 




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