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): March 26, 2020
 
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 7.01 Regulation FD Disclosure.
On March 27, 2020, Sprague Resources LP, a Delaware limited partnership (the “Partnership”) issued a press release announcing that the board of directors of its general partner has received an unsolicited non-binding proposal from Sprague Resources Holdings LLC (“Sprague Holdings”), the owner of the Partnership’s general partner, to acquire all of the outstanding common units of the Partnership not already owned by Sprague Holdings or its affiliates in exchange for $13.00 in cash for each such common unit.
A copy of the press release is attached as Exhibit 99.1 to this report and incorporated into this Item 7.01 by reference.
The information contained in this Current Report on Form 8-K (including the Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Additionally, the information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
DESCRIPTION
99.1
                                                                                                                       







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/ David C. Long
 
David C. Long
 
Chief Financial Officer
 
 

Dated: March 27, 2020



Exhibit
        

Sprague Resources Announces Receipt of Proposal to Acquire All of its Outstanding Common Units
March 27, 2020 at 6:00 AM EDT
PORTSMOUTH, N.H., March 27, 2020 (GLOBE NEWSWIRE) -- Sprague Resources LP (“Sprague”) (NYSE: SRLP) announced today that it received an unsolicited non-binding proposal from Sprague Resources Holdings LLC (“Holdings”) dated March 25, 2020, pursuant to which Holdings would acquire all of the outstanding common units of Sprague that Holdings and certain of its affiliates do not already own in exchange for $13.00 in cash per common unit. Holdings and certain of its affiliates hold approximately 53.3% of the outstanding common units of Sprague as of March 26, 2020.
The $13.00 per common unit price of the proposal represents a premium of approximately 14% to its 10-day volume weighted average price prior to March 26, 2020, and a premium of approximately 7% to its 30-day volume weighted average price prior to March 26, 2020.
The board of directors of Sprague’s general partner will delegate the authority to evaluate and negotiate the proposal to its conflicts committee. The conflicts committee, which is composed of only independent directors of the board of directors of Sprague’s general partner, will consider the proposal pursuant to applicable procedures established in Sprague’s partnership agreement and will engage legal and financial advisors in connection with its consideration of the proposal. The proposal is non-binding and is subject to the negotiation and execution of a mutually acceptable merger agreement or other similar agreement which would set out all of the terms and conditions relevant to the proposed transaction. The proposal also would be subject to customary closing conditions, such as customary regulatory approvals.
Intrepid Partners, LLC is acting as financial advisor to Holdings.
Forward Looking Statements
This press release may include 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. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the board of directors’ ability to delegate authority to the conflicts committee; the advisors expected to be retained by the conflicts committee; the parties’ ability to enter into the proposed transaction; the parties’ ability to consummate the proposed transaction; and the conditions to the completion of the proposed transaction, including the receipt of certain regulatory approvals required in connection with the proposed transaction.  These are not all of the important factors that could cause actual results to differ materially from those expressed in the forward-looking statements. Other applicable risks and uncertainties related to our business have been described more fully in Sprague’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 5,

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2020, and in Sprague’s subsequent Form 10-Q and Form 8-K filings, 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.
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. More information concerning Sprague can be found at www.spragueenergy.com.
Investor Contact:
Paul Scoff
+1 800.225.1560
investorrelations@spragueenergy.com



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