8-K filed November 1, 2022, 7:59 PM ET CIK 0001525287

M&A confidence high sentiment neutral materiality 0.90

Sprague Resources LP: M&A transaction — Sprague Resources completes merger with Hartree affiliate; holders get $20.00/unit

Sprague Resources LP

Merger effective November 1; each common unit converted into $20.00 cash.
Total merger consideration approximately $133.8 million paid.
Common units delisted from NYSE; trading suspended before open on Nov 1.
Independent directors Beth Bowman, Gregory Harper, John Shapiro resigned.
Partnership becomes private, wholly owned subsidiary of Hartree Partners.

item 2.01 item 3.01 item 3.03 item 5.02 item 7.01 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

C. Gregory Harper

Director

Sprague Resources LP

Effective: 2022-11-01
Filed: November 1, 2022, 7:59 PM ET

the following independent directors resigned from their respective positions as directors: Beth A. Bowman, C. Gregory Harper and John A. Shapiro.

Departed

Beth A. Bowman

Director

Sprague Resources LP

Effective: 2022-11-01
Filed: November 1, 2022, 7:59 PM ET

the following independent directors resigned from their respective positions as directors: Beth A. Bowman, C. Gregory Harper and John A. Shapiro.

Departed

John A. Shapiro

Director

Sprague Resources LP

Effective: 2022-11-01
Filed: November 1, 2022, 7:59 PM ET

the following independent directors resigned from their respective positions as directors: Beth A. Bowman, C. Gregory Harper and John A. Shapiro.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

C. Gregory Harper resigned as Director at Sprague Resources LP.

Action: resigned
Role: Director

Exact text from the filing

the following independent directors resigned from their respective positions as directors: Beth A. Bowman, C. Gregory Harper and John A. Shapiro.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Beth A. Bowman resigned as Director at Sprague Resources LP.

Action: resigned
Role: Director

Exact text from the filing

the following independent directors resigned from their respective positions as directors: Beth A. Bowman, C. Gregory Harper and John A. Shapiro.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

John A. Shapiro resigned as Director at Sprague Resources LP.

Action: resigned
Role: Director

Exact text from the filing

the following independent directors resigned from their respective positions as directors: Beth A. Bowman, C. Gregory Harper and John A. Shapiro.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Sprague Resources LP underwent a change of control involving Sparrow HP Holdings, LLC for $20.00 per Common Unit in cash (closed 2022-11-01).

Action: change of control
Counterparty: Sparrow HP Holdings, LLC
Consideration: $20.00 per Common Unit in cash
Closing: 2022-11-01

Exact text from the filing

partner interest in the Partnership (the “ Common Units ”), other than the Common Units owned by Parent or its permitted transferees, was converted into the right to receive $20.00 per Common Unit in cash without any interest thereon (the “ Merger Consideration ”). At the Effective Time, approximately $133.8 million was paid as Merger Consideration. The

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Source: SEC EDGAR

accession 0001104659-22-113199

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