---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-22-113199"
form_type: "8-K"
ticker: null
cik: "0001525287"
company_name: "Sprague Resources LP"
filed_at: "2022-11-01T23:59:59+00:00"
generated_at: "2026-06-22T18:07:42.944720+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Sprague Resources completes merger with Hartree affiliate; holders get $20.00/unit

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-22-113199
- form_type: 8-K
- cik: 0001525287
- company_name: Sprague Resources LP
- filed_at: 2022-11-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.02, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1525287/000110465922113199/0001104659-22-113199-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1525287/000110465922113199/tm2229111d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-22-113199
- JSON: https://secwatch.observer/filing/0001104659-22-113199.json
- Plain text: https://secwatch.observer/filing/0001104659-22-113199.txt

## Key facts
- Executive change
  C. Gregory Harper resigned as Director at Sprague Resources LP.
  - Action: resigned
  - Role: Director
  source text: the following independent directors resigned from their respective positions as directors: Beth A. Bowman, C. Gregory Harper and John A. Shapiro.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1525287/000110465922113199/0001104659-22-113199-index.htm
- Executive change
  Beth A. Bowman resigned as Director at Sprague Resources LP.
  - Action: resigned
  - Role: Director
  source text: the following independent directors resigned from their respective positions as directors: Beth A. Bowman, C. Gregory Harper and John A. Shapiro.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1525287/000110465922113199/0001104659-22-113199-index.htm
- Executive change
  John A. Shapiro resigned as Director at Sprague Resources LP.
  - Action: resigned
  - Role: Director
  source text: the following independent directors resigned from their respective positions as directors: Beth A. Bowman, C. Gregory Harper and John A. Shapiro.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1525287/000110465922113199/0001104659-22-113199-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1525287/000110465922113199/0001104659-22-113199-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.