Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Effective November 1, 2022 at 12:01 a.m. Eastern Standard Time (the "Effective Time"), pursuant to the terms of the previously disclosed Merger Agreement, Merger Sub merged with and into the Partnership, with the Partnership surviving the Merger as a wholly owned subsidiary of Parent and the General Partner and continuing to exist as a Delaware limited partnership. Pursuant to the terms of the Merger Agreement, each issued and outstanding common unit representing a limited 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 Partnership completed the Merger following the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by Parent, the record and beneficial owner of approximately 74.5% of the then issued and outstanding Common Units, which constituted a Unit Majority (as defined in the Partnership's First Amended and Restated Agreement of Limited Partnership, dated October 30, 2013, as amended).

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Original Merger Agreement, which was filed as Exhibit 2.1 to the Partnership's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 2, 2022, and Amendment No. 1 to the Merger Agreement, dated August 31, 2022, filed as Exhibit 2.1 to the Partnership's Current Report on Form 8-K filed with the SEC on September 2, 2022.


 Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing.

The information included under Item 2.01 above is incorporated into this Item 3.01 by reference.

In connection with the closing of the Merger, the Partnership (i) notified the New York Stock Exchange (the "NYSE") that the Certificate of Merger relating to the Merger had been filed with the Secretary of State of the State of Delaware and effective as of the Effective Time and (ii) requested that the NYSE file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to delist and deregister the Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The trading of Common Units was suspended before the opening of trading on November 1, 2022. Additionally, the Partnership intends to file a certification on Form 15 (the "Form 15") under the Exchange Act with the SEC requesting the suspension of the Partnership's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information included under Item 2.01 is incorporated into this Item 3.03 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





Director Resignations

On November 1, 2022, following the completion of the Merger, the following independent directors resigned from their respective positions as directors: Beth A. Bowman, C. Gregory Harper and John A. Shapiro. The resignations of Ms. Bowman and Messrs. Harper and Shapiro did not result from any disagreement with the Partnership or its affiliates on any matter relating to the operations, policies or practices of the Partnership or its affiliates.

Item 7.01 Regulation FD Disclosure.

Upon filing the Form 15, the Partnership will no longer file reports with the SEC. 2022 K-1 information will be available at Sprague's website: www.spragueenergy.com.




 Item 8.01 Other Events

On November 1, 2022, the Partnership issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
 Number    Description
  99.1       Press Release, dated November 1, 2022
  104      Cover Page Interactive Data File (formatted in Inline XBRL)

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