Sprague Resources LP Announces Amendment to Merger Agreement with Hartree Partners and New Anticipated Closing Timing
31 Août 2022 - 3:00PM
Sprague Resources LP (the “Partnership”) (NYSE: SRLP) today
announced that it has entered into an amendment (the “Amendment”)
to the agreement and plan of merger (the “Merger Agreement”) with
an affiliate of Hartree Partners, LP (“Hartree”), pursuant to which
Hartree will acquire all of the outstanding common units of the
Partnership (the “Common Units”) not already owned by Hartree and
its affiliates (the “Merger”).
The Amendment, among other things, provides (i) for an amendment
of the date prior to which the Merger may not close without
Hartree’s consent from July 31, 2022 to November 28, 2022 (the
“Inside Date”), (ii) for an amendment of the date after which
either party may terminate the Merger Agreement should the Merger
have not closed from December 2, 2022 to March 2, 2023, (iii) in
addition to the previously agreed merger consideration of $19.00
per Common Unit, that the Partnership’s unitholders unaffiliated
with Hartree will receive an additional $1.00 per Common Unit in
cash as consideration for the amendment to the Inside Date, (iv)
for the removal of the closing conditions in the Merger Agreement
specific to Hartree, and (v) that the Partnership will pay a cash
distribution to its unitholders for the calendar quarter ending
September 30, 2022, in an amount not less than $0.4338 per Common
Unit, regardless of whether the closing of the Merger occurs prior
to September 30, 2022.
Following execution of the Amendment, the Partnership expects
that the Merger will close in the fourth quarter of 2022.
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.
Cautionary Statement Regarding Forward Looking
StatementsAny statements in this press release about
future expectations, plans and prospects for Sprague Resources LP
or about Sprague Resources LP’s future expectations, beliefs,
goals, plans or prospects, including statements related to the
Partnership’s expectations regarding the delisting of its common
units and the closing of the Merger, constitute forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934. Any statements that are not statements of
historical fact (including statements containing the words
“believes,” “plans,” “anticipates,” “expects,” “estimates” and
similar expressions) should also be considered forward-looking
statements. These forward-looking statements involve risks and
uncertainties and other factors that are difficult to predict and
many of which are beyond management’s control. Although Sprague
believes that the assumptions underlying these statements are
reasonable, investors are cautioned that such forward-looking
statements are inherently uncertain and involve risks that may
affect our business prospects and performance causing actual
results to differ from those discussed in the foregoing release.
Such risks and uncertainties include, by way of example and not of
limitation: our ability to complete the Merger in a timely manner,
or at all, or any future distributions by the Partnership. These
are not all of the important factors that could cause actual
results to differ materially from those expressed in forward
looking statements. Other applicable risks and uncertainties have
been described more fully in the Partnership’s most recent Annual
Report on Form 10-K filed with the U.S. Securities and Exchange
Commission (“SEC”) on March 4, 2022 and in the Partnership’s
subsequent Form 10-Q, Form 8-K and other documents filed with the
SEC. Sprague undertakes no obligation and does not intend to update
any forward-looking statements to reflect new information or future
events. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release.
Investor Contact:Paul Scoff +1
800.225.1560investorrelations@spragueenergy.com
Sprague Resources (NYSE:SRLP)
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