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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): February 11, 2021





(Exact name of registrant as specified in its charter)




Delaware   001-36137   45-2637964
(State or other jurisdiction
of incorporation)
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: (800225-1560


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 3.02Unregistered Sales of Equity Securities


On February 11, 2021, Sprague Resources Holdings LLC (“Sprague Holdings”), the sole owner of the incentive distribution rights of Sprague Resources LP, a Delaware limited partnership (the “Partnership”), provided notice to the Partnership that Sprague Holdings had made an IDR Reset Election (the “IDR Reset Election”), as defined in the First Amended and Restated Agreement of Limited Partnership of the Partnership (as amended, the “Partnership Agreement”). Pursuant to the IDR Reset Election, Sprague Holdings will relinquish the right to receive incentive distribution payments based on the minimum quarterly and target cash distribution levels set at the time of the Partnership’s initial public offering and the Partnership will issue 3,107,248 common units to Sprague Holdings. Pursuant to the IDR Reset Election, the minimum quarterly distribution amount will be increased from $0.4125 per common unit per quarter to $0.6675 per common unit per quarter and the levels at which the incentive distribution rights participate in distributions will be reset at higher amounts based on current common unit distribution rates and a formula in the Partnership Agreement. The IDR Reset Election is expected to be consummated on March 5, 2021.


Item 9.01Financial Statements and Exhibits


(d) 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.


  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: February 11, 2021