Item 1.01 Entry into a Material Definitive Agreement
On
Under the terms of the Merger Agreement, at the effective time of the Merger,
each issued and outstanding Common Unit (as defined in the Partnership's First
Amended and Restated Agreement of Limited Partnership, dated as of
The Conflicts Committee (the "Conflicts Committee") of the Board of Directors of the Partnership GP has (i) determined that the 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, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, which action constituted "Special Approval" as defined in Section 7.9(b) of the Partnership Agreement, and (iii) recommended the submission of the 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.
Immediately following the execution of the Merger Agreement, Parent, 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 (the "Unit Majority Written Consent") adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger, pursuant to the terms of the Partnership Agreement.
Partnership GP has agreed in the Merger Agreement to declare, and to cause the
Partnership to pay, a cash distribution to holders of common units for the
calendar quarter ending
The Merger Agreement contains customary representations and warranties from the parties, and each party has agreed to customary covenants, including, among others, covenants relating to (1) with respect to the Partnership and the Partnership GP, the conduct of business during the interim period between the execution of the Merger Agreement and the effective time of the Merger and (2) the obligation to use commercially reasonable efforts to cause the Merger to be consummated.
Completion of the Merger is subject to certain customary conditions, including,
among others: (1) there being no law, injunction, judgment or ruling prohibiting
consummation of the transactions contemplated under the Merger Agreement or
making the consummation of the transactions contemplated thereby illegal; (2)
subject to specified materiality standards, the accuracy of certain
representations and warranties of the parties as of the date of execution of the
Merger Agreement and as of the closing date; (3) compliance by the parties in
all material respects with their covenants and obligations under the Merger
Agreement; and (4) since the date of the execution of the Merger Agreement,
there not having been a Partnership Material Adverse Effect (as defined in the
Merger Agreement). Additionally, in order to complete the Merger, the
Partnership will file with the
The closing of the transactions contemplated by the Merger Agreement are to
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 of the
Merger); however, the closing may not occur prior to
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The Merger Agreement provides for certain termination rights for both Parent and
the Partnership, including (i) by the mutual written agreement of the
Partnership (duly authorized by the Conflicts Committee) and Parent; (ii) by
either Parent or the Partnership (duly authorized by the Conflicts Committee),
if (A) there is in effect a law or injunction prohibiting consummation of the
transactions contemplated under the Merger Agreement or other final and
nonappealable legal restraint or (B) the Merger has not been consummated on or
before
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On
The information in this Item 7.01 (including the exhibits referenced therein) shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as specifically identified therein as being incorporated by reference.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements related to the Partnership's expectations regarding the future. We have used the words "expect," "intend," "may," "would," "plan" and similar terms and phrases to identify forward-looking statements. Although we believe the assumptions upon which these
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forward-looking statements are based are reasonable, any of these assumptions
could prove to be inaccurate and the forward-looking statements based on these
assumptions could be incorrect. Many of the factors that will determine these
results are beyond our ability to control or predict. These factors include the
information included in our public disclosures and the risk factors described in
Part I, Item 1A in our Annual Report on Form 10-K for the year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT DESCRIPTION
Agreement and Plan of Merger, datedJune 2, 2022 , by and amongSprague Resources LP ,Sprague Resources GP LLC ,Sprague HP Holdings, LLC , and 2.1*Sparrow HP Merger Sub, LLC 99.1Sprague Resources LP's Press Release datedJune 2, 2022 104 Cover Page Interactive Data File (formatted in Inline XBRL)
*Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. A copy of any omitted schedule will be furnished supplementally to the
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