Sprague Resources LP (Form: 8-K, Received: 08/19/2022 08:45:44)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 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. ☐

Item 8.01 Other Events

On August 19, 2022, Sprague Resources LP (the “Partnership”) issued a press release announcing the anticipated closing date of the previously-announced merger transaction contemplated by that certain Agreement and Plan of Merger, dated June 2, 2022, by and among the Partnership, Sprague Resources GP LLC, and affiliates of Hartree Partners, LP.

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.

104 Cover Page Interactive Data File (formatted in Inline XBRL)

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/ David C. Glendon
			David C. Glendon
			President, Chief Executive Officer

Dated: August 19, 2022

investorrelations@spragueenergy.com

Sprague Resources LP Announces Anticipated Closing Date of Merger with Hartree Affiliate and Intention to Delist Its Common Units

Portsmouth, N.H., August 19, 2022 – Sprague Resources LP (the “Partnership”) (NYSE: SRLP) today announced that it has notified the New York Stock Exchange (“NYSE”) of the anticipated closing date of the previously-announced merger transaction contemplated by that certain Agreement and Plan of Merger, dated June 2, 2022, by and among the Partnership, Sprague Resources GP LLC, and affiliates of Hartree Partners, LP (the “Purchaser”). The Partnership anticipates that the merger will close on or about September 1, 2022.

Upon the closing of the merger on the terms and conditions set forth in the merger agreement, the Partnership will be a wholly owned subsidiary of the Purchaser. Following completion of the merger, the common units of the Partnership will cease to be listed on the NYSE and will be deregistered under the Securities Exchange Act of 1934.

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.

Cautionary Statement Regarding Forward Looking Statements

Any statements in this press release about future expectations, plans and prospects for Sprague Resources LP or about Sprague Resources LP’s future expectations, beliefs, goals, plans or prospects, including statements related to the Partnership’s expectations regarding the delisting of its common units and the closing of the Merger, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements. These forward-looking statements involve risks and uncertainties and other factors that are difficult to predict and many of which are beyond management’s control. Although Sprague believes that the assumptions underlying these statements are reasonable, investors are cautioned that such forward-looking statements are inherently uncertain and involve risks that may affect our business prospects and performance causing actual results to differ from those discussed in the foregoing release. Such risks and uncertainties include, by way of example and not of limitation: our ability to complete the merger in a timely manner, or at all. These are not all of the important factors that could cause actual results to differ materially from those expressed in forward looking statements. Other applicable risks and uncertainties have been described more fully in the Partnership’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 4, 2022 and in the Partnership's subsequent Form

10-Q, Form 8-K and other documents filed with the SEC. Sprague undertakes no obligation and does not intend to update any forward-looking statements to reflect new information or future events. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.