SC 13D/A 1 tm216174d1_sc13da.htm SC 13D/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

 

 

Sprague Resources LP
(Name of Issuer)

 

Common Units Representing Limited Partner Interests
(Title of Class of Securities)

 

849343 108
(CUSIP Number)

 

Paul A. Scoff
185 International Drive
Portsmouth, NH 03801
(800) 255-1560
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 11, 2021
(Date of Event which Requires Filing of this Statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

 

 

 

 

1

Name of Reporting Person

 

Sprague Resources Holdings LLC

2

Check the appropriate box if a member of a group*

(a)(b)

3 SEC Use Only
4

Source of Funds

 

OO

5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With 7

Sole Voting Power:

 

0

8

Shared Voting Power:

 

16,058,484 common units*

9

Sole Dispositive Power:

 

0

10

Shared Dispositive Power:

 

16,058,484 common units*

11

Aggregate Amount Beneficially Owned by each Reporting Person:

 

16,058,484 common units*

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13

Percent of Class Represented by Amount in Row (11)

 

61.6%**

14

Type of Reporting Person

 

HC; OO

 

*Represents (i) 12,951,236 common units held of record by Sprague Resources Holdings LLC plus (ii) 3,107,248 common units issuable upon the consummation of the IDR Reset Election (as defined below). Sprague Resources Holdings LLC also owns all of the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts). Sprague Resources Holdings LLC may also be deemed to be the indirect beneficial owner of a non-economic general partner interest in Sprague Resources LP.

 

**Based on a total of (i) 22,946,305 common units outstanding as of February 11, 2021 plus (ii) the 3,107,248 IDR Reset Common Units (as defined below).

 

2

 

 

1

Name of Reporting Person

 

Axel Johnson Inc.

2

Check the appropriate box if a member of a group*

(a)(b)

3 SEC Use Only
4

Source of Funds

 

OO

5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With 7

Sole Voting Power:

 

0

8

Shared Voting Power:

 

16,058,484 common units*

9

Sole Dispositive Power:

 

0

10

Shared Dispositive Power:

 

16,058,484 common units*

11

Aggregate Amount Beneficially Owned by each Reporting Person:

 

16,058,484 common units*

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13

Percent of Class Represented by Amount in Row (11)

 

61.6%**

14

Type of Reporting Person

 

CO

       

*Represents (i) 12,951,236 common units held of record by Sprague Resources Holdings LLC plus (ii) 3,107,248 common units issuable upon the consummation of the IDR Reset Election (as defined below). Axel Johnson Inc. may also be deemed to be the indirect beneficial owner of (i) all of the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) and (ii) a non-economic general partner interest in Sprague Resources LP.

 

**Based on a total of (i) 22,946,305 common units outstanding as of February 11, 2021 plus (ii) the 3,107,248 IDR Reset Common Units (as defined below).

 

3

 

 

1

Name of Reporting Person

 

Lexa International Corporation

2

Check the appropriate box if a member of a group*

(a)(b)

3 SEC Use Only
4

Source of Funds

 

OO

5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With 7

Sole Voting Power:

 

0

8

Shared Voting Power:

 

16,058,484 common units*

9

Sole Dispositive Power:

 

0

10

Shared Dispositive Power:

 

16,058,484 common units*

11

Aggregate Amount Beneficially Owned by each Reporting Person:

 

16,058,484 common units*

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13

Percent of Class Represented by Amount in Row (11)

 

61.6%**

14

Type of Reporting Person

 

CO

       

*Represents (i) 12,951,236 common units held of record by Sprague Resources Holdings LLC plus (ii) 3,107,248 common units issuable upon the consummation of the IDR Reset Election (as defined below). Lexa International Corporation may also be deemed to be the indirect beneficial owner of (i) all of the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) and (ii) a non-economic general partner interest in Sprague Resources LP.

 

**Based on a total of (i) 22,946,305 common units outstanding as of February 11, 2021 plus (ii) the 3,107,248 IDR Reset Common Units (as defined below).

 

4

 

 

1

Name of Reporting Person

 

Antonia Ax:son Johnson

2

Check the appropriate box if a member of a group*

(a)(b)

3 SEC Use Only
4

Source of Funds

 

OO

5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6

Citizenship or Place of Organization

 

Sweden

Number of Shares Beneficially Owned by Each Reporting Person With 7

Sole Voting Power:

 

0

8

Shared Voting Power:

 

16,058,484 common units*

9

Sole Dispositive Power:

 

0

10

Shared Dispositive Power:

 

16,058,484 common units*

11

Aggregate Amount Beneficially Owned by each Reporting Person:

 

16,058,484 common units*

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13

Percent of Class Represented by Amount in Row (11)

 

61.6%**

14

Type of Reporting Person

 

IN

       

*Represents (i) 12,951,236 common units held of record by Sprague Resources Holdings LLC plus (ii) 3,107,248 common units issuable upon the consummation of the IDR Reset Election (as defined below). Antonia Ax:son Johnson may also be deemed to be the indirect beneficial owner of (i) all of the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) and (ii) a non-economic general partner interest in Sprague Resources LP.

 

**Based on a total of (i) 22,946,305 common units outstanding as of February 11, 2021 plus (ii) the 3,107,248 IDR Reset Common Units (as defined below).

 

5

 

 

SCHEDULE 13D

 

The Reporting Persons named in Item 2 below are hereby jointly filing this Amendment No. 6 to Schedule 13D (this “Amendment”) to report that on February 11, 2021, Sprague Resources Holdings LLC, a Delaware limited liability company (“Sprague Holdings”) and 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, the Partnership will issue 3,107,248 common units to Sprague Holdings (the “IDR Reset Common Units”). The IDR Reset Election is expected to be consummated on March 5, 2021. This Amendment amends and supplements the information provided in the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2013 (such Schedule 13D, as amended and supplemented by Amendment No. 5, filed on June 5, 2020, Amendment No. 4, filed on June 4, 2020, Amendment No. 3, filed on March 27, 2020, Amendment No. 2, filed on March 23, 2017, and Amendment No. 1, filed on December 12, 2014, the “Original Schedule 13D”).

 

Item 1.Security and Partnership

 

No modification is made to Item 1 of the Original Schedule 13D.

 

Item 2.Identity and Background

 

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)          This Statement is filed by:

 

i.Sprague Holdings;

 

ii.Axel Johnson Inc., a Delaware corporation (“Axel Johnson”);

 

iii.Lexa International Corporation, a Delaware corporation (“Lexa”); and

 

iv.Antonia Ax:son Johnson, a citizen of Sweden (“Ms. Johnson” and, together with Sprague Holdings, Axel Johnson and Lexa, the “Reporting Persons”).

 

All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Sprague Holdings is a wholly-owned subsidiary of Axel Johnson. Axel Johnson is a wholly-owned subsidiary of Lexa. Lexa, through certain non-U.S. entities, is controlled by Ms. Johnson. Sprague Holdings also owns 100% of the equity interests of the Sprague Resources GP LLC (the “General Partner”), a Delaware limited liability company and the general partner of the Partnership, and all of the incentive distribution rights in the Partnership (the “incentive distribution rights”).

 

Sprague Holdings is a limited partner of the Partnership and the record holder of 12,951,236 common units of the Partnership, representing an aggregate 56.5% limited partner interest in the Partnership. After the issuance of the IDR Reset Common Units, Sprague Holdings will be the record holder of 16,058,484 common units of the Partnership, representing an aggregate 61.6% limited partner interest in the Partnership

 

(b)            The business address of Sprague Holdings is 185 International Drive, Portsmouth, NH 03801. The business address of Axel Johnson is 155 Spring Street, 6th Floor, New York, NY 10012. The business address of Lexa is 2410 Old Ivy Road, Suite 300, Charlottesville, VA 22903. The business address of Ms. Johnson is c/o Axel Johnson Inc., 155 Spring Street, 6th Floor, New York, NY 10012.

 

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(c)          The principal business of:

 

i.Sprague Holdings is to hold equity interests in the Partnership and the General Partner;

 

ii.Axel Johnson is to hold equity interests in Sprague Holdings and other entities;

 

iii.Lexa is to hold equity interests in Axel Johnson and other entities; and

 

iv.Ms. Johnson is to serve as Chairman of Axel Johnson Group.

 

(d)         None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)       None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

In accordance with the provisions of General Instruction C to Schedule 13D, certain information concerning the executive officers and directors of the Reporting Persons and persons controlling the Reporting Persons, as applicable (collectively, the “Covered Persons”), required by Item 2 of Schedule 13D is provided on Schedule I and is incorporated by reference herein. To the Reporting Persons’ knowledge, none of the Covered Persons listed on Schedule 1 as a director or executive officer of Sprague Holdings, Axel Johnson or Lexa has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.Sources and Amount of Funds or Other Consideration

 

Item 3 of the Original Schedule 13D is hereby amended by adding the following information:

 

On February 11, 2021, Sprague Holdings provided notice to the Partnership that Sprague Holdings had made an IDR Reset Election. Pursuant to the IDR Reset Election, the Partnership will issue the IDR Reset Common Units to Sprague Holdings. The IDR Reset Election is expected to be consummated on March 5, 2021.

 

Item 4.Purpose of Transaction

 

Item 4 of the Original Schedule 13D is hereby amended by adding the following information:

 

The Reporting Persons will acquire the IDR Reset Common Units for investment purposes. As of the date of this Amendment, Sprague Holdings has no plan or proposal to engage in any other transaction with respect to the common units of the Partnership. However, should Sprague Holdings believe the offered price to be appropriate, it may acquire additional common units from time to time on the open market (in compliance with the safe harbor provided in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or in privately negotiated transactions. Further, Sprague Holdings may in the future consider other transactions involving the Partnership.

 

7

 

 

Item 5.Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) - (b) The aggregate number and percentage of shares of units beneficially owned by the Reporting Persons on the basis of a total of (i) 22,946,305 common units outstanding as of February 11, 2021 plus (ii) the 3,107,248 IDR Reset Common Units are as follows:

 

Sprague Holdings

(a)    Amount beneficially owned: 16,058,484 units    Percentage: 61.6%

(b)    Number of shares to which the Reporting Person has:

 

i. Sole power to vote or to direct the vote: 0
   
ii. Shared power to vote or to direct the vote: 16,058,484 units

 

iii. Sole power to dispose or to direct the disposition of: 0
   
iv. Shared power to dispose or to direct the disposition of: 16,058,484 units

 

Axel Johnson

(a)    Amount beneficially owned: 16,058,484 units    Percentage: 61.6%

(b)    Number of shares to which the Reporting Person has:

 

i. Sole power to vote or to direct the vote: 0
   
ii. Shared power to vote or to direct the vote: 16,058,484 units
   
iii. Sole power to dispose or to direct the disposition of: 0
   
iv. Shared power to dispose or to direct the disposition of: 16,058,484 units

 

Lexa

(a)    Amount beneficially owned: 16,058,484 units    Percentage: 61.6%

(b)    Number of shares to which the Reporting Person has:

 

i. Sole power to vote or to direct the vote: 0
   
ii. Shared power to vote or to direct the vote: 16,058,484 units
   
iii. Sole power to dispose or to direct the disposition of: 0
   
iv. Shared power to dispose or to direct the disposition of: 16,058,484 units

 

Ms. Johnson

(a)    Amount beneficially owned: 16,058,484 units    Percentage: 61.6%

(b)    Number of shares to which the Reporting Person has:

 

i. Sole power to vote or to direct the vote: 0
   
ii. Shared power to vote or to direct the vote: 16,058,484 units
   
iii. Sole power to dispose or to direct the disposition of: 0
   
iv. Shared power to dispose or to direct the disposition of: 16,058,484 units

 

(c)    Except as described in Item 3 above or elsewhere in this Statement, none of the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Persons has effected any transactions in the common units during the past 60 days, except for transactions by the Covered Persons pursuant to pre-arranged trading plans under Rule 10b5-1 of the Exchange Act and reported on Form 4.

 

(d)    The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective common units reported by such persons on the cover pages of this Statement and in this Item 5. Except for the foregoing and the cash distributions described in Item 6 below, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, common units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Persons.

 

8

 

 

(e)    Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

No modification is made to Item 6 of the Original Schedule 13D.

 

Item 7.Material to be Filed as Exhibits

 

Exhibit A          Joint Filing Agreement (attached as Exhibit A to the Schedule 13D of Sprague Resources LP (CUSIP No. 849343 108), filed with the Commission on December 12, 2014 and incorporated herein by reference).

 

Exhibit B          First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP (attached as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K (File No. 001-36137) filed with the Commission on November 5, 2013 and incorporated herein by reference).

 

Exhibit C     Amended and Restated Limited Liability Company Agreement of Sprague Resources GP LLC (attached as Exhibit 3.2 to the Partnership’s Current Report on Form 8-K (File No. 001-36137) filed with the Commission on November 5, 2013 and incorporated herein by reference).

 

Exhibit D       Power of Attorney for Axel Johnson Inc. dated as of November 7, 2013 (attached as Exhibit F to the Schedule 13D of Sprague Resources LP (CUSIP No. 849343 108), filed with the Commission on November 12, 2013 and incorporated herein by reference).

 

Exhibit E         Power of Attorney for Lexa International Corporation dated as of November 7, 2013 (attached as Exhibit G to the Schedule 13D of Sprague Resources LP (CUSIP No. 849343 108), filed with the Commission on November 12, 2013 and incorporated herein by reference).

 

Exhibit F       Power of Attorney for Antonia Ax:son Johnson dated as of February 28, 2012 (attached as Exhibit 24 to the Form 3 of Sprague Resources Holdings LLC and Antonia Ax:son Johnson (File No. 001-36137) filed with the Commission on October 16, 2013 and incorporated herein by reference).

 

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SIGNATURES

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: February 11, 2021

 

  SPRAGUE RESOURCES HOLDINGS LLC
     
  By: /s/ Paul A. Scoff
  Name: Paul A. Scoff
  Title: Vice President, General Counsel, Chief
Compliance Officer and Secretary
     
  AXEL JOHNSON INC.
     
  By: /s/ Paul A. Scoff
  Name: Paul A. Scoff
  Title: Attorney-in-fact
     
  LEXA INTERNATIONAL CORPORATION
     
  By: /s/ Paul A. Scoff
  Name: Paul A. Scoff
  Title: Attorney-in-fact
     
  ANTONIA AX:SON JOHNSON
     
  By: /s/ Paul A. Scoff
  Name: Paul A. Scoff
  Title: Attorney-in-fact

 

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