Sprague Resources LP : Changes in Control of Registrant (Form 8-K)

Changes in Control of Registrant.

(b) On June 16, 2021, Sprague HP Holdings, LLC ('Sprague HP Holdings'), as borrower, entered into a Credit Agreement with Coöperatieve Rabobank U.A., New York Branch, as administrative agent (the 'Administrative Agent'), and the lenders from time to time party thereto (the 'Credit Agreement'), providing for a term loan facility in an aggregate principal amount of $160 million. As security for the obligations under the Credit Agreement and certain secured hedging obligations (if incurred in the future), Sprague HP Holdings granted security interests in substantially all of its assets in favor of the Administrative Agent, including pledges of all common units of Sprague Resources LP (the 'Partnership') owned by Sprague HP Holdings, all of the Partnership's incentive distribution rights and all of the issued and outstanding membership interests of Sprague Resources GP LLC, the general partner of the Partnership (the 'General Partner'). As additional security for the obligations under the Credit Agreement, Hartree Partners, LP granted a security interest in all of the issued and outstanding membership interests of Sprague HP Holdings in favor of the Administrative Agent. As a result of its ownership of the General Partner, Sprague HP Holdings has the ability to control the Partnership's management and operations and appoint all of the members of the board of directors of the General Partner. The foregoing pledges and security interests granted in connection with the Credit Agreement, if foreclosed upon by the Administrative Agent or the lenders upon the occurrence of an event of default thereunder, would result in a change in control of the Partnership.

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT		DESCRIPTION
104		Cover Page Interactive Data File (formatted in Inline XBRL)