Sprague Resources Announces Agreement to be Acquired by Hartree Partners
02 Giugno 2022 - 10:20PM
Sprague Resources LP (“Sprague”) (NYSE: SRLP) today announced that
it has entered into a definitive agreement and plan of merger (the
“Agreement”) pursuant to which an affiliate of Hartree Partners, LP
(“Hartree”) will acquire all of the outstanding common units of
Sprague not already owned by Hartree and its affiliates (the
“Common Units”). The Agreement follows the offer made by Hartree on
January 11, 2022 to acquire the Common Units.
The Agreement provides for an all-cash transaction, whereby each
holder of the Common Units will receive $19.00 per common unit
owned, representing a 27.3% premium to the closing price of the
common units on January 10, 2022, the day prior to Hartree’s offer,
and an 18.9% premium to the closing price of the common units as of
June 1, 2022.
The Board of Directors of Sprague Resources GP LLC, the general
partner of Sprague (the “GP Board”), delegated to a conflicts
committee of the GP Board (the “Sprague Conflicts Committee”),
consisting solely of the GP Board’s three independent directors,
the authority to review, evaluate, negotiate and approve the
transaction on behalf of the GP Board. The Sprague Conflicts
Committee, after evaluating the transaction with its legal counsel
and independent financial advisor, unanimously approved the
Agreement and determined it to be in the best interests of Sprague
and Sprague’s unitholders unaffiliated with Hartree.
Under Sprague’s partnership agreement, the transaction is
required to be approved by the holders of a majority of the
outstanding common units. An affiliate of Hartree owns
approximately 74.5% of the outstanding common units, and
immediately following the execution of the Agreement, that
affiliate of Hartree delivered to Sprague a written consent
approving the transaction. As a result, the transaction has been
approved by the limited partners of Sprague, and Sprague will not
hold a meeting of its unitholders to approve the transaction.
Sprague will distribute an information statement to its unitholders
describing the terms and conditions of the transaction. Upon
closing of the transaction, Sprague will be a wholly owned
subsidiary of Hartree and Sprague’s common units will cease to be
publicly traded.
The transaction is expected to close prior to the end of Q3
2022, subject to customary closing conditions.
AdvisorsThe Sprague Conflicts Committee engaged
Latham & Watkins LLP and Jefferies LLC as its legal and
financial advisors. Hartree engaged Vinson & Elkins LLP and
Evercore as its legal and financial advisors.
Forward Looking StatementsThis press release
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 our expectations regarding the future. This
press release uses the words “expect,” “intend,” “may,” “would,”
“plan” and similar terms and phrases to identify forward-looking
statements. Although Sprague believes the assumptions upon which
these 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 Sprague’s ability to control or predict. These factors
include the information included in Sprague’s public disclosures
and the risk factors described in Part I, Item 1A in Sprague’s
Annual Report on Form 10-K for the year ended December 31, 2021,
filed with the SEC on March 4, 2022 and in the comparable section
of Sprague’s Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2022, filed with the SEC on May 5, 2022, and
Sprague’s other filings with the SEC. All future written and oral
forward-looking statements attributable to Sprague or persons
acting on its behalf are expressly qualified in their entirety by
the previous statements. The forward-looking statements herein
speak as of the date of this press release. Sprague undertakes no
obligation to update such statements for any reason, except as
required by law.
About Sprague Resources LPSprague Resources LP
is a master limited partnership engaged in the purchase, storage,
distribution and sale of refined petroleum products and natural
gas. Sprague also provides storage and handling services for a
broad range of materials. More information concerning Sprague can
be found at www.spragueenergy.com.
About Hartree Partners, LPHartree Partners, LP
is a global energy and commodities firm with an international
reputation for integrity developed over decades. Our expertise
enables us to capitalize on the transition from fossil fuels to a
low carbon economy. Hartree’s global breadth and reach provide a
competitive presence in all major commodity markets, enriched by
the firm’s employees who add deep insight, expertise and innovative
thinking. More information concerning Hartree can be found at
www.hartreepartners.com.
Investor ContactPaul Scoff+1
800.225.1560investorrelations@spragueenergy.com
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