SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13e-3 THEREUNDER
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 2)
SPRAGUE RESOURCES LP |
(Name of Issuer) |
|
Sprague Resources LP
Sprague Resources GP LLC
Sprague HP Holdings LLC
Sparrow HP Merger Sub, LLC
Hartree Partners, LP
Hartree Partners GP, LLC |
(Names of Persons Filing Statement) |
|
Common Units Representing Limited Partner Interests |
(Title of Class of Securities) |
|
849343108 |
(CUSIP Number of Class of Securities) |
|
Paul Scoff
Sprague Resources LP
185 International Drive
Portsmouth, NH 03801
(800) 225-1560 |
Stephen Hendel
Managing Director
Hartree Partners GP, LLC
1185 Ave of the Americas, New York, NY 10036
(212) 536-8430 |
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement) |
|
With copies to |
William N. Finnegan IV
Ryan J. Maierson
Ryan J. Lynch
Latham & Watkins LLP
811 Main Street
Suite 3700
Houston, TX 77002
(713) 546-5400 |
David Oelman
Lande Spottswood
Vinson & Elkins L.L.P.
845 Texas Avenue
Suite 4700
Houston, TX 77002
(713) 758-2222
|
This statement is filed in connection with (check the appropriate box):
| a. | x |
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934. |
| b. | ¨ |
The filing of a registration statement under the Securities Act of 1933. |
Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check
the following box if the filing is a final amendment reporting the results of the transaction: ¨
EXPLANATORY
NOTE
On August 31, 2022, Sprague Resources LP, a Delaware
limited partnership (the “Partnership”), Sprague Resources GP LLC, a Delaware limited liability company and the general partner
of the Partnership (the “Partnership GP”), Sprague HP Holdings, LLC, a Delaware limited liability company and a wholly owned
subsidiary of Hartree (as defined below) (“Sprague Holdings”), and Sparrow HP Merger
Sub, LLC, a Delaware limited liability company (“Merger Sub”), entered into Amendment No. 1 (the “Merger Agreement
Amendment”) to the Merger Agreement (as defined below).
The Merger Agreement Amendment, among other
things, provides (i) that the closing of the Merger (as defined below) (the “Closing”) may not occur prior to November
28, 2022 (the “Inside Date”), unless otherwise agreed to by Sprague Holdings, (ii) that the Outside Date (as defined in
the Merger Agreement) shall be extended from December 2, 2022 to March 2, 2023, (iii) that each Common Unit (as defined below)
(other than the Sprague Holdings Units (as defined below)) issued and outstanding immediately prior to the Effective Time (as
defined below) will be converted into the right to receive (A) $19.00 per Common Unit in cash without any interest thereon as Base
Merger Consideration (as defined below) and (B) an additional $1.00 per Common Unit in cash without any interest thereon as
consideration for the amendment to the Inside Date, (iv) for the removal of the closing conditions in the Merger Agreement that are
specific to Sprague Holdings, (v) that Partnership GP shall declare, and shall cause the Partnership to pay, a cash distribution to
holders of Common Units for the calendar quarter ending September 30, 2022, in an amount not less than $0.4338 per Common Unit,
regardless of whether the Closing occurs prior to September 30, 2022, and (vi) during the period from the date of the Merger
Agreement Amendment to the Effective Time, Sprague Holdings and Merger Sub shall not cause, direct or permit the Partnership GP or
any of its affiliates to exercise the right to acquire Limited Partner Interests (as defined in the Partnership Agreement (as
defined below)) pursuant to Section 15.1 of the Partnership Agreement.
INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (as amended, this “Transaction Statement”), together with the exhibits hereto, is being filed with the Securities and
Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), by: (i) the Partnership, as the issuer of the common units representing limited partner interests in the Partnership (“Common
Units”) that are subject to the Rule 13e-3 transaction; (ii) Sprague Holdings; (iii) Merger Sub; (iv) Partnership GP; (v) Hartree
Partners, LP, a Delaware limited partnership (“Hartree”); and (vi) Hartree Partners GP, LLC, a Delaware limited liability
company and the general partner of Hartree. Collectively, the persons filing this Transaction Statement are referred to as the “filing
persons.”
This Transaction Statement relates to the
Agreement and Plan of Merger, dated as of June 2, 2022 (the “Original Merger Agreement” and, as amended by the
Merger Agreement Amendment, the “Merger Agreement”), by and among the Partnership, Partnership GP, Sprague Holdings and
Merger Sub. Pursuant to the Merger Agreement, Sprague Holdings has agreed to acquire each issued and outstanding Common Unit (other
than Common Units held by Sprague Holdings or its permitted transferees (“Sprague Holdings Units”)) under the terms of
the Merger Agreement. Under the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the
Partnership, with the Partnership surviving as a wholly owned subsidiary of Sprague Holdings and Partnership GP (the
“Merger”), both of which are controlled subsidiaries of Hartree. The Merger will become effective upon the filing of a
properly executed certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as may
be agreed by the parties and set forth in the certificate of merger (the “Effective Time”). The Merger Agreement
provides that, at the Effective Time, each Common Unit issued and outstanding as of immediately prior to the Effective Time (other
than the Sprague Holdings Units) will be converted into the right to receive $19.00 in cash (the “Base Merger Consideration”) plus,
pursuant to the Merger Agreement Amendment, an additional $1.00 per Common Unit as additional consideration (such amount, together with the Base Merger Consideration, the “Merger Consideration”), in each case to be paid without interest and
reduced by any applicable tax withholding. As of the Effective Time, all of
the Common Units converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically
be canceled and cease to exist.
The Sprague Holdings Units, Incentive Distribution
Rights (as defined in the Partnership’s First Amended and Restated Agreement of Limited Partnership,
dated as of October 30, 2013 (as amended, the “Partnership Agreement”)) held by Sprague Holdings and its permitted
transferees and the General Partner Interest (as defined in the Partnership Agreement) issued and outstanding immediately prior to the
Effective Time will be unaffected by the Merger, will remain outstanding and no consideration will be delivered in respect thereof.
The Closing will occur on the third
business day after the satisfaction or waiver of the conditions to the Merger provided in the Merger Agreement (other than the conditions
that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions),
or at such other date or time as the Partnership and Sprague Holdings agree. However, pursuant to the Merger Agreement Amendment, the Closing may not occur prior to November 28, 2022, without the consent of Sprague
Holdings.
The conflicts committee (the
“Conflicts Committee”) of the board of directors of Partnership GP has (i) determined that the Original Merger
Agreement and the consummation of the transactions contemplated thereby, including the Merger, are in the best interests of the
Partnership and the Partnership’s unaffiliated unitholders (the “Unaffiliated Unitholders”), (ii) approved
the Original Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, which action
constituted “Special Approval” (as defined in Section 7.9(b) of the Partnership Agreement) by the Conflicts
Committee, (iii) resolved to recommend the submission of the Original Merger Agreement to a vote of the Limited Partners (as
defined in the Partnership Agreement) by written consent pursuant to Section 13.11 of the Partnership Agreement and
(iv) directed Partnership GP and the Partnership to enter into the Original Merger Agreement and to consummate the transactions
contemplated thereby, including the Merger, upon the terms and conditions set forth in the Original Merger Agreement. In determining
whether to make its recommendation, the Conflicts Committee considered, among other things, the opinion of Jefferies LLC
(“Jefferies”), the financial advisor to the Conflicts Committee, to the effect that, as of the date of its opinion, and
based upon the assumptions made, matters considered, procedures followed, and qualifications and limitations of the review
undertaken in rendering its opinion as set forth therein, the Merger Consideration to be received by the Unaffiliated Unitholders
pursuant to the Original Merger Agreement was fair, from a financial point of view, to the Partnership and the Unaffiliated
Unitholders. On August 30, 2022, the Conflicts Committee determined that the Merger Agreement Amendment is in the best interests of the Partnership
and the Unaffiliated Unitholders and directed Partnership GP and the Partnership to enter into the Merger Agreement Amendment.
Under the applicable provisions of the Partnership
Agreement, approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, requires the affirmative
vote or consent of the holders of a majority of the outstanding Common Units. As permitted by the Delaware Revised Uniform Limited Partnership
Act and the Partnership Agreement, immediately following the execution of the Merger Agreement, Sprague Holdings, as the record and beneficial
owner of approximately 74.5% of the issued and outstanding Common Units, which constitutes a “Unit Majority” (as defined in
the Partnership Agreement), delivered to the Partnership an irrevocable written consent adopting the Merger Agreement and approving the
transactions contemplated thereby, including the Merger, pursuant to the terms of the Partnership Agreement. Assuming the timely satisfaction
or waiver of the conditions set forth in the Merger Agreement, the Partnership currently anticipates that the Merger will be completed
in the fourth quarter of 2022.
On August 4, 2022, the Partnership filed a
definitive information statement (the “Definitive Information Statement”) under Section 14(c) of the Exchange Act
relating to the Merger Agreement and the transactions contemplated thereby, including the Merger. The Definitive Information
Statement was supplemented by the Partnership with certain additional information set forth in the Partnership’s Current
Report on Form 8-K, filed with the SEC on September 2, 2022 (File No. 001-36137) (the “Supplemental 8-K”). References to
the “Information Statement” in this Transaction Statement are to the Definitive Information Statement as supplemented by
the Supplemental 8-K. A copy of the Definitive Information Statement is attached hereto as Exhibit (a)(1). A copy of the Merger
Agreement is attached as Annex A to the Information Statement. A copy of the Merger Agreement Amendment is attached hereto as
Exhibit (d)(2). All references in this Transaction Statement to Items numbered 1001 to 1016 are references to Items contained in
Regulation M-A under the Exchange Act.
Pursuant to General Instruction F to
Schedule 13E-3, the information contained in the Information Statement, including all annexes thereto, is incorporated herein by
reference in its entirety and responses to each item herein are qualified in their entirety by the information contained in the
Information Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to
Schedule 13E-3 and show the location in the Information Statement of the information required to be included in response to the
items of Schedule 13E-3. Terms used but not defined in this Transaction Statement have the meanings given to them in the Information
Statement.
All information concerning the Partnership contained
in, or incorporated by reference into, this Transaction Statement was supplied by the Partnership. Similarly, all information concerning
any other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.
| ITEM 1. | SUMMARY TERM SHEET |
Regulation M-A Item 1001
The information set forth in the Information Statement
under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger”
| ITEM 2. | SUBJECT COMPANY INFORMATION |
Regulation M-A Item 1002
| (a) | Name and Address. The information set forth in the Information Statement under the following caption is incorporated herein
by reference: |
“Summary Term Sheet—Parties to
the Merger Agreement”
| (b) | Securities. The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
“Summary Term Sheet—Action Approved
by Written Consent of Unitholders Representing a Unit Majority”
“Unit Ownership of Certain Beneficial
Owners and Management”
| (c) | Trading Market and Price. The information set forth in the Information Statement under the following caption is incorporated
herein by reference: |
“Common Unit Market Price and Distribution
Information—Common Unit Market Price Information”
| (d) | Dividends. The information set forth in the Information Statement under the following caption is incorporated herein by reference: |
“Common Unit Market Price and Distribution
Information—Distribution Information”
| (e) | Prior Public Offerings. Not applicable. |
| (f) | Prior Stock Purchases. The information set forth in the Information Statement under the following caption is incorporated herein
by reference: |
“The Merger—Background of the Merger”
| ITEM 3. | IDENTITY AND BACKGROUND OF FILING PERSON |
Regulation M-A Item 1003
| (a) | through (b) Name and Address;
Business and Background of Entities. The information set forth in the Information Statement under the following captions is incorporated
herein by reference: |
“Summary Term Sheet—Parties to
the Merger Agreement”
“Information Concerning the Partnership”
“Information Concerning the Hartree Filing
Parties—Identity and Background of the Hartree Filing Parties”
(c) Business and Background of Natural Persons. Not applicable.
| ITEM 4. | TERMS OF THE TRANSACTION |
Regulation M-A Item 1004
| (a) | Material Terms. The information set forth in the Information Statement under the following captions is incorporated herein
by reference: |
“Summary Term Sheet”
“Questions and Answers about the Merger”
“The Merger—Effects of the Merger”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
“The Merger—Purpose and Reasons
of the Hartree Filing Parties for the Merger”
“The Merger—Primary Benefits and
Detriments of the Merger”
“The Merger—Ownership of the Partnership
After the Merger”
“The Merger—Financing of the Merger”
“The Merger—Provisions for Unaffiliated
Unitholders”
“The Merger—No Appraisal Rights”
“The Merger Agreement”
“Certain Purchases and Sales of Common
Units”
“Material U.S. Federal Income Tax Consequences
of the Merger”
Annex A: Merger Agreement
| (c) | Different Terms. The information set forth in the Information Statement under the following captions is incorporated herein
by reference: |
“Summary Term Sheet”
“Questions and Answers about the Merger”
“The Merger—Effects of the Merger”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger—Financing of the Merger”
“The Merger—Provisions for Unaffiliated
Unitholders”
“The Merger—No Appraisal Rights”
“The Merger Agreement”
Annex A: Merger Agreement
| (d) | Appraisal Rights. The information set forth in the Information Statement under the following captions is incorporated herein
by reference: |
“Summary Term Sheet—No Appraisal
Rights”
“Questions and Answers about the Merger”
“The Merger—No Appraisal Rights”
| (e) | Provisions for Unaffiliated Security Holders. The information set forth in the Information Statement under the following caption
is incorporated herein by reference: |
“The Merger—Provisions for Unaffiliated
Unitholders”
| (f) | Eligibility for Listing or Trading. Not applicable. |
| ITEM 5. | PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS |
Regulation M-A Item 1005
| (a) | Transactions. The information set forth in the Information Statement under the following captions is incorporated herein by
reference: |
“Summary Term Sheet”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“Information Concerning the Partnership—About
the Partnership”
“Information Concerning the Hartree Filing
Parties—Identity and Background of the Hartree Filing Parties”
“Where You Can Find More Information”
Annex C: The Partnership’s Annual Report
on Form 10-K for the Year Ended December 31, 2021
The Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, are incorporated herein by reference.
| (b) | through (c) Significant Corporate Events; Negotiations
or Contacts. The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
“Summary Term Sheet”
“The Merger—Effects of the Merger”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Financing of the Merger”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
“The Merger—Purpose and Reasons
of the Hartree Filing Parties for the Merger”
“The Merger Agreement”
“Past Contacts, Transactions and
Negotiations”
Annex A: Merger Agreement
Annex C: The Partnership’s Annual Report
on Form 10-K for the Year Ended December 31, 2021
The Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, are incorporated herein by reference.
| (e) | Agreements Involving the Subject Company’s Securities. The information set forth in the Information Statement under the
following captions is incorporated herein by reference: |
“Summary Term Sheet”
“Questions and Answers about the Merger”
“The Merger—Effects of the Merger”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger Agreement”
“Common Unit Market Price and Distribution
Information”
“Where You Can Find More Information”
Annex A: Merger Agreement
Annex C: The Partnership’s Annual Report
on Form 10-K for the Year Ended December 31, 2021
The Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, are incorporated herein by reference.
| ITEM 6. | PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. |
Regulation M-A Item 1006
| (a) | Purposes. The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
“Summary Term Sheet”
“Questions and Answers about the Merger”
“The Merger—Effects of the Merger”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
“The Merger—Purpose and Reasons
of the Hartree Filing Parties for the Merger”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
| (b) | Use of Securities Acquired. The information set forth in the Information Statement under the following captions is incorporated
herein by reference: |
“Summary Term Sheet”
“Questions and Answers about the Merger”
“The Merger—Effects of the Merger”
“The Merger—Financing of the Merger”
“The Merger—Primary Benefits and
Detriments of the Merger”
“The Merger—Delisting and Deregistration
of Common Units”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“Delisting and Deregistration”
Annex A: Merger Agreement
| (c) | (1) through (8) Plans. The information set forth in the Information Statement under the following captions is incorporated
herein by reference: |
“Summary Term Sheet”
“Questions and Answers about the Merger”
“The Merger—Effects of the Merger”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
“The Merger—Purpose and Reasons
of the Hartree Filing Parties for the Merger”
“The Merger—Primary Benefits and
Detriments of the Merger”
“The Merger—Financing of the Merger”
“Delisting and Deregistration”
“The Merger Agreement”
Annex A: Merger Agreement
| ITEM 7. | PURPOSES, ALTERNATIVES, REASONS AND EFFECTS |
Regulation M-A Item 1013
| (a) | Purposes. The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
“Summary Term Sheet”
“Questions and Answers about the Merger”
“The Merger—Effects of the Merger”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
“The Merger—Purpose and Reasons
of the Hartree Filing Parties for the Merger”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
| (b) | Alternatives. The information set forth in the Information Statement under the following captions is incorporated herein by
reference: |
“Summary Term Sheet—No Solicitation
by Partnership GP or the Partnership of Alternative Proposals”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Opinion of Financial
Advisor to the Conflicts Committee”
“The Merger—Financial Advisor Discussion
Materials Provided to Hartree Partners, LP”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
“The Merger—Purpose and Reasons
of the Hartree Filing Parties for the Merger”
Annex B: Written Opinion of Jefferies to the Conflicts
Committee
| (c) | Reasons. The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
“Summary Term Sheet”
“Questions and Answers About the Merger”
“The Merger—Effects of the Merger”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Opinion of Financial
Advisor to the Conflicts Committee”
“The Merger—Financial Advisor Discussion
Materials Provided to Hartree Partners, LP”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
“The Merger—Purpose and Reasons
of the Hartree Filing Parties for the Merger”
Annex B: Written Opinion of Jefferies to the Conflicts
Committee
| (d) | Effects. The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
“Summary Term Sheet”
“Questions and Answers about the Merger”
“The Merger—Effects of the Merger”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
“The Merger—Purpose and Reasons
of the Hartree Filing Parties for the Merger”
“The Merger—Financing of the Merger”
“The Merger—Primary Benefits and
Detriments of the Merger”
“The Merger—Ownership of the Partnership
After the Merger”
“The Merger—Delisting and Deregistration
of Common Units”
“The Merger Agreement”
“Delisting and Deregistration”
“Material U.S. Federal Income Tax Consequences
of the Merger”
Annex A: Merger Agreement
| ITEM 8. | FAIRNESS OF THE TRANSACTION |
Regulation M-A Item 1014
| (a) | through (b) Fairness; Factors Considered in Determining
Fairness. Evercore Group L.L.C. (“Evercore”) was not asked to deliver and did not deliver an opinion to Hartree, any
of the Hartree Filing Parties or any other person as to the fairness, from a financial point of view or otherwise, of the consideration
to be paid or received, as the case may be, in connection with the Merger. Evercore’s presentation dated May 14, 2022, was
prepared for Hartree and does not constitute a recommendation to any unitholder with respect to the Merger Consideration or as to how
to act in connection with the proposed Merger or any other matter. |
The information set forth in the Information Statement
under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Opinion of Financial
Advisor to the Conflicts Committee”
“The Merger—Financial Advisor Discussion
Materials Provided to Hartree Partners, LP”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
“The Merger—Purpose and Reasons
of the Hartree Filing Parties for the Merger”
Annex B: Written Opinion of Jefferies to the Conflicts
Committee
| (c) | Approval of Security Holders. The information set forth in the Information Statement under the following captions is incorporated
herein by reference: |
“Summary Term Sheet—Action Approved
by Written Consent of Unitholders Representing a Unit Majority”
“Questions and Answers about the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger Agreement—Unitholder
Approval”
| (d) | Unaffiliated Representative. The information set forth in the Information Statement under the following captions is incorporated
herein by reference: |
“Summary Term Sheet”
“The Merger—Effects of the Merger”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Opinion of Financial
Advisor to the Conflicts Committee”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger Agreement”
Annex B: Written Opinion of Jefferies to the Conflicts
Committee
| (e) | Approval of Directors. The information set forth in the Information Statement under the following captions is incorporated
herein by reference: |
“Summary Term Sheet”
“Questions and Answers about the Merger”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
| (f) | Other Offers. Not Applicable. |
| ITEM 9. | REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS |
Regulation M-A Item 1015
| (a) | through (b) Report,
Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The presentation materials prepared by Jefferies
and provided to the Conflicts Committee, dated as of March 3, 2022, March 10, 2022, March 25, 2022, March 29, 2022, April 29, 2022,
June 2, 2022, and August 26, 2022 are set forth as Exhibits (c)(2)-(c)(8) hereto and are incorporated herein by reference. The
discussion materials prepared by Evercore and provided to Hartree, dated as of May 14, 2022, is set forth as Exhibit (c)(9) and is
incorporated herein by reference. The materials prepared by PricewaterhouseCoopers LLP and provided to the Conflicts Committee,
dated as of March 25, 2022, is set forth as Exhibit (c)(10) and is incorporated herein by reference. |
The information set forth in the Information Statement
under the following captions is incorporated herein by reference:
“Summary Term Sheet—Opinion of
Financial Advisor to the Conflicts Committee”
“The Merger—Effects of the Merger”
“The Merger—Background of the Merger”
“The Merger—Opinion of Financial
Advisor to the Conflicts Committee”
“The Merger—Financial Advisor Discussion
Materials Provided to Hartree Partners, LP”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
“The Merger—Purpose and Reasons
of the Hartree Filing Parties for the Merger”
“The Merger—Fees and Expenses”
“Where You Can Find More Information”
Annex B: Written Opinion of Jefferies to the Conflicts
Committee
The written opinion of Jefferies is attached to
the Information Statement as Annex B and is incorporated herein by reference.
| (c) | Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made
available for inspection and copying at the principal executive offices of the Partnership during its regular business hours by any interested
equity security holder of Common Units or by any representative who has been so designated in writing. |
| ITEM 10. | SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION |
Regulation M-A Item 1007
| (a) | through (b), (d) Source of Funds;
Conditions; Borrowed Funds. The information set forth in the Information Statement under the following captions is incorporated herein
by reference: |
“Summary Term Sheet—Merger Consideration”
“Summary Term Sheet—Conditions
to Consummation of the Merger”
“Summary Term Sheet—Fees and Expenses”
“Summary Term Sheet—Financing of
the Merger”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger—Regulatory Approvals
and Clearances Required for the Merger”
“The Merger—Financing of the Merger”
“The Merger—Fees and Expenses”
“The Merger Agreement”
| (c) | Expenses. The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
“Summary Term Sheet—Fees and Expenses”
“The Merger—Financing of the Merger”
“The Merger—Fees and Expenses”
“The Merger Agreement—Expenses”
| ITEM 11. | INTEREST IN SECURITIES OF THE SUBJECT COMPANY |
Regulation M-A Item 1008
| (a) | through (b) Securities
Ownership; Securities Transactions. The information set forth in the Information Statement under the following captions is incorporated
herein by reference: |
“Summary Term Sheet—Parties to
the Merger Agreement”
“Summary Term Sheet—The Merger”
“Summary Term Sheet—Treatment of
Sprague Holdings Units, General Partner Interest and Incentive Distribution Rights”
“The Merger—Effects of the Merger”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger Agreement”
“Certain Purchases and Sales of Common
Units”
“Delisting and Deregistration”
“Unit Ownership of Certain Beneficial
Owners and Management”
| ITEM 12. | THE SOLICITATION OR RECOMMENDATION |
Regulation M-A Item 1012
| (d) | Intent to Tender or Vote in a Going-Private Transaction. Not applicable. |
| (e) | Recommendations of Others. The information set forth in the Information Statement under the following captions is incorporated
herein by reference: |
“Summary Term Sheet”
“Questions and Answers about the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger—Position of the Hartree
Filing Parties as to the Fairness of the Merger”
“The Merger—Purpose and Reasons
of the Hartree Filing Parties for the Merger”
“The Merger Agreement—Conditions
to Consummation of the Merger”
| ITEM 13. | FINANCIAL INFORMATION |
Regulation M-A Item 1010
| (a) | Financial Statements. The information set forth in the Information Statement under the following captions is incorporated herein
by reference: |
“The Merger—Effects of the Merger”
“Selected Historical Consolidated Financial
Data”
“Where You Can Find More Information”
Annex C: The Partnership’s Annual Report
on Form 10-K for the Year Ended December 31, 2021
The Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, are incorporated herein by reference.
| (b) | Pro Forma Information. The information set forth in the Information Statement under the following captions is incorporated
herein by reference: Not applicable. |
| ITEM 14. | PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED |
Regulation M-A Item 1009
| (a) | through (b) Solicitations or
Recommendations; Employees and Corporate Assets. The information set forth in the Information Statement under the following captions
is incorporated herein by reference: |
“Summary Term Sheet”
“Questions and Answers about the Merger”
“The Merger—Background of the Merger”
“The Merger—Recommendation of the
Conflicts Committee; Reasons for Recommending Approval of the Merger”
“The Merger—Opinion of Financial
Advisor to the Conflicts Committee”
“The Merger—Financial Advisor Discussion
Materials Provided to Hartree Partners, LP”
“The Merger—Interests of the Directors
and Executive Officers of Partnership GP in the Merger”
“The Merger—Fees and Expenses”
| ITEM 15. | ADDITIONAL INFORMATION |
Regulation M-A Item 1011
| (b) | Golden Parachute Compensation. Not applicable. |
| (c) | Other Material Information. The information set forth in the Information Statement, including all annexes thereto, is incorporated
herein by reference. |
Regulation M-A Item 1016
Exhibit No. |
|
Description |
(a)(1) |
|
Definitive
Information Statement of Sprague Resources LP (the “Information Statement”) (incorporated herein by reference to the
Partnership’s Schedule 14C filed concurrently with the SEC). |
(a)(2) |
|
Notice of Action of Written Consent of Sprague Resources LP (incorporated herein by reference to the Information Statement). |
(a)(3) |
|
Press Release of Sprague Resources LP dated June 2, 2022 (incorporated herein by reference to Exhibit 99.1 to the Partnership’s Current Report on Form 8-K, filed June 2, 2022). |
(a)(4) |
|
Press Release of Sprague Resources LP dated August 19, 2022 (incorporated herein by reference to Exhibit 99.1 to the Partnership’s
Current Report on Form 8-K, filed August 19, 2022). |
(a)(5) |
|
Press Release of Sprague Resources LP dated August 31, 2022 (incorporated herein by reference to Exhibit 99.1 to the Partnership’s
Current Report on Form 8-K, filed September 2, 2022). |
(b) |
|
None. |
(c)(1) |
|
Opinion of Jefferies LLC (incorporated herein by reference to Annex B of the Information Statement). |
(c)(2)* |
|
Presentation materials prepared by Jefferies LLC, dated March 3, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC. |
(c)(3)* |
|
Presentation materials prepared by Jefferies LLC, dated March 10, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC. |
(c)(4)* |
|
Presentation materials prepared by Jefferies LLC, dated March 25, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC. |
(c)(5)* |
|
Presentation materials prepared by Jefferies LLC, dated March 29, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC. |
(c)(6)* |
|
Presentation materials prepared by Jefferies LLC, dated April 29, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC. |
(c)(7)* |
|
Presentation materials prepared by Jefferies LLC, dated June 2, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC. |
(c)(8) |
|
Presentation materials prepared by Jefferies LLC, dated August 26, 2022, for the Conflicts Committee of the Board of Directors of Sprague
Resources GP LLC. |
(c)(9)* |
|
Presentation materials prepared by Evercore L.L.C., dated May 14, 2022, for each of the Hartree Filing Parties on a non-reliance basis. |
(c)(10)* |
|
Materials prepared by PricewaterhouseCoopers LLP, dated March 25, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC. |
(d)(1) |
|
Agreement and Plan of Merger, dated as of June 2, 2022, by and among Sprague HP Holdings, LLC, Sparrow HP Merger Sub, LLC, Sprague Resources LP and Sprague Resources GP LLC (incorporated herein by reference to Annex A of the Information Statement). |
(d)(2) |
|
Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 31, 2022, by and among Sprague HP Holdings, LLC, Sparrow HP Merger
Sub, LLC, Sprague Resources LP and Sprague Resources GP LLC (incorporated herein by reference to Exhibit 2.1 of Sprague Resources LP’s
Current Report on Form 8-K filed September 2, 2022 (File No. 001-36137)). |
(f)(1) |
|
First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, dated as of October 30, 2013, (incorporated by reference to Exhibit 3.1 of Sprague Resources LP’s Current Report on Form 8-K filed November 5, 2013 (File No. 001-36137)). |
(f)(2) |
|
Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP dated as of October 30, 2013, effective December 20, 2017 (incorporated by reference to Exhibit 3.1 of Sprague Resources LP’s Current Report on Form 8-K filed December 20, 2017 (File No. 001-36137). |
(f)(3) |
|
Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP dated as of October 30, 2013, effective October 25, 2019 (incorporated by reference to Exhibit 3.1 of Sprague Resources LP’s Current Report on Form 8-K filed October 25, 2019 (File No. 001-36137)). |
(f)(4) |
|
Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP dated as of October 30, 2013, effective March 1, 2021 (incorporated by reference to Exhibit 3.3 of Sprague Resources LP’s Annual Report on Form 10-K filed March 4, 2021 (File No. 001-36137)). |
(f)(5) |
|
Composite copy of 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, effective December 20, 2017, Amendment No. 2, effective October 25, 2019, and Amendment No. 3, effective March 1, 2021 (incorporated by reference to Exhibit 3.8 of Sprague Resources LP’s Annual Report on Form 10-K filed March 4, 2021 (File No. 001-36137)). |
(g) |
|
None. |
107* |
|
Filing Fee Table. |
* Previously Filed
SIGNATURES
After due inquiry and to the best of each of the
undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated
as of September 2, 2022
|
SPRAGUE RESOURCES LP |
|
|
|
By: |
Sprague Resources GP LLC, its general partner |
|
|
|
By: |
/s/ David Glendon |
|
Name: |
David Glendon |
|
Title: |
President & CEO |
|
|
|
SPRAGUE Resources GP LLC |
|
|
|
By: |
/s/ David Glendon |
|
Name: |
David Glendon |
|
Title: |
President & CEO |
|
|
|
SPRAGUE HP HOLDINGS, LLC |
|
|
|
By: |
Hartree Partners, LP, its sole member |
|
By: |
Hartree Partners GP, LLC, its general partner |
|
|
|
By: |
/s/ Stephen M. Hendel |
|
Name: |
Stephen M. Hendel |
|
Title: |
Authorized Signatory |
|
|
|
SPARROW HP MERGER SUB, LLC |
|
|
|
By: |
Sprague HP Holdings, LLC, its sole member |
|
By: |
Hartree Partners, LP, its sole member |
|
By: |
Hartree Partners GP, LLC, its general partner |
|
|
|
By: |
/s/ Stephen M. Hendel |
|
Name: |
Stephen M. Hendel |
|
Title: |
Authorized Signatory |
|
|
|
Hartree Partners, LP |
|
|
|
By: |
Hartree Partners GP, LLC, its general partner |
|
|
|
By: |
/s/ Stephen M. Hendel |
|
Name: |
Stephen M. Hendel |
|
Title: |
Authorized Signatory |
|
|
|
HARTREE PARTNERS GP, LLC |
|
|
|
By: |
/s/ Stephen M. Hendel |
|
Name: |
Stephen M. Hendel |
|
Title: |
Authorized Signatory |
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