Subsequent Events | 9 Months Ended |
Sep. 30, 2013 |
Subsequent Events | ' |
3 | Subsequent Events | | |
On October 30, 2013, in connection with the closing of the IPO, 8,500,000 of the Partnership’s common units, representing a 42.2% limited partner interest in the Partnership, were sold at an initial public offering price of $18.00 per unit. Total proceeds of the sale of the common units were $153.0 million, before underwriting discounts and commissions, the structuring fee and estimated offering expenses. After the IPO, the Parent owns 1,571,970 common units and 10,071,970 subordinated units, representing an aggregate 57.8% limited partner interest in the Partnership. |
Contribution, Conveyance and Assumption Agreement |
On October 30, 2013, in connection with the closing of IPO, the Parent, Sprague Holdings, the Partnership, Sprague Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Sprague Massachusetts Properties LLC, a Delaware limited liability company and a wholly owned subsidiary of Sprague Holdings (“Sprague Massachusetts”), Sprague International Properties LLC, a Delaware limited liability company and a wholly owned subsidiary of Sprague Holdings (“Sprague International”), Sprague Canadian Properties LLC, a Delaware limited liability company and a wholly owned subsidiary of Sprague Holdings (“Sprague Canadian”) and the OLLC entered into a contribution, conveyance and assumption agreement (the “Contribution Agreement”). Pursuant to the Contribution Agreement, among other things, Sprague Holdings conveyed all of the ownership interests in the Predecessor to the Partnership (through the OLLC), in exchange for (a) 1,571,970 common units, representing a 7.8% limited partner interest in the Partnership, (b) 10,071,970 subordinated units, representing a 50% limited partner interest in the Partnership, (c) all of the equity interests in the Partnership classified as incentive distribution rights under the amended and restated agreement of limited partnership of the Partnership and (d) the right to receive the deferred issuance and distribution (as defined in the Contribution Agreement). |
Omnibus Agreement |
On October 30, 2013, in connection with the closing of the IPO, the Partnership, the Parent, Sprague Holdings and the General Partner, entered into an omnibus agreement (the “Omnibus Agreement”). The Omnibus Agreement addresses the agreement of the Parent to offer to the Partnership and to cause the Parent’s controlled affiliates to offer to the Partnership opportunities to acquire certain businesses and assets and the obligation of Sprague Holdings to indemnify the Partnership for certain liabilities. Pursuant to the Omnibus Agreement, the Parent agreed to continue to provide credit support to the Partnership, consistent with past practice, through December 31, 2016, if and to the extent such services are necessary and reasonable, and the Partnership agreed to use its commercially reasonable efforts to reduce, and eventually eliminate, the need for trade credit support from the Parent. The Omnibus Agreement may be terminated (other than with respect to the indemnification provisions) by any party to the Omnibus Agreement in the event that the Parent, directly or indirectly, owns less than 50% of the voting equity power of the General Partner. |
Services Agreement |
On October 30, 2013, in connection with the closing of the IPO, the Partnership, the General Partner, Sprague Holdings and Sprague Energy Solutions, Inc., a Delaware corporation and a wholly owned subsidiary of the Predecessor (“Sprague Solutions”), entered into an operational services agreement (the “Services Agreement”). Pursuant to the Services Agreement, the General Partner will provide certain general and administrative and operational services to the Partnership and Sprague Holdings, and the Partnership and Sprague Holdings will reimburse the General Partner for all costs and expenses incurred in connection with providing such services to the Partnership and Sprague Holdings. The Services Agreement does not limit the amount that may be reimbursed or paid by the Partnership to the General Partner. The initial term of the Services Agreement will expire on October 30, 2018. The Services Agreement will automatically renew at the end of the initial term for successive one-year terms until terminated in accordance with the terms thereof. The Services Agreement does not limit the ability of the officers and employees of the General Partner to provide services to other affiliates of Sprague Holdings or unaffiliated third parties. |
Terminal Operating Agreement |
On October 30, 2013, in connection with the closing of the IPO, Sprague Massachusetts and the OLLC entered into an exclusive terminal operating agreement (the “Terminal Operating Agreement”) with respect to the terminal in New Bedford, Massachusetts owned by Sprague Massachusetts. Pursuant to the Terminal Operating Agreement, the OLLC has the exclusive use and operation of, and retains title to all of the refined products stored at, the New Bedford terminal owned by Sprague Massachusetts in exchange for a monthly fee to Sprague Massachusetts. The initial term of the Terminal Operating Agreement will expire on October 30, 2018. The Terminal Operating Agreement will terminate upon 60 days’ written notice from Sprague Holdings or Sprague Massachusetts in the event that Sprague Holdings or Sprague Massachusetts determines that termination is necessary to facilitate the sale or development of the New Bedford terminal. The New Bedford terminal is subject to a purchase and sale agreement pursuant to which a third party may acquire the terminal from Sprague Massachusetts. Subject to certain conditions, such acquisition may be consummated on or before January 5, 2016. If such acquisition is consummated, the Terminal Operating Agreement will automatically terminate. |
Long-Term Incentive Plan |
The General Partner adopted the Sprague Resources LP 2013 Long-Term Incentive Plan (the “LTIP”) effective immediately prior to the effective date of the IPO, for the benefit of employees, consultants and directors of the General Partner and its affiliates, who provide services to the General Partner or an affiliate. The LTIP provides the Partnership with the flexibility to grant unit options, restricted units, phantom units, unit appreciation rights, cash awards, distribution equivalent rights, substitute awards, and other unit-based awards, or any combination of the foregoing. |
The LTIP will initially limit the number of common units that may be delivered pursuant to vested awards to 800,000 common units. On January 1 of each calendar year occurring after the second anniversary of the effective date and prior to the expiration of the LTIP, the total number of common units reserved and available for issuance under the LTIP will increase by 200,000 common units. |
|
The LTIP will expire upon the earlier of (i) its termination by the board of directors of the General Partner, (ii) the date common units are no longer available under the LTIP for grants or (iii) the tenth anniversary of the date the LTIP was approved by the General Partner. |
Underwriting Agreement |
On October 24, 2013, the Partnership, the General Partner, the OLLC and Sprague Holdings (the “Partnership Parties”) entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters named therein (the “Underwriters”), providing for the offer and sale by the Partnership, and the purchase by the Underwriters, of 8,500,000 common units at a price to the public of $18.00 per common unit ($16.965 per common unit, net of underwriting discounts and before payment of a structuring fee). |
The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations to the parties and termination provisions. The Partnership Parties have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make because of any of those liabilities. |
Predecessor [Member] | ' |
Subsequent Events | ' |
10 | Subsequent Events - Initial Public Offering | | |
On October 30, 2013, Sprague Resources completed the IPO of 8,500,000 of its common units, representing a 42.2% limited partner interest in Sprague Resources at an initial public offering price of $18.00 per unit. Total proceeds of the sale of the common units were $153.0 million, before underwriting discounts and commissions, the structuring fee and estimated offering expenses. After the IPO, the Parent owns 1,571,970 common units and 10,071,970 subordinated units, representing an aggregate 57.8% limited partner interest in Sprague Resources. |
Contribution, Conveyance and Assumption Agreement |
On October 30, 2013, in connection with the closing of IPO, the Parent, Sprague Holdings, the Partnership, the General Partner, Sprague Massachusetts, Sprague International, Sprague Canadian and the OLLC, entered into a Contribution Agreement. Pursuant to the Contribution Agreement, the following transactions, among other things, occurred: |
|
| • | | The Parent contributed all of the membership interests in the OLLC to Holdings; |
|
| • | | OLLC assigned to the General Partner certain corporate assets; |
|
| • | | OLLC assigned to Sprague International (i) notes receivable aggregating $79.0 million; (ii) all of the equity interests in Ekotek Inc., a Delaware corporation; (iii) all of the equity interests in Sprague Massachusetts; (iv) all of the equity interests in Sprague New York Properties LLC, a Delaware limited liability company; and (v) all of the assets of the Bucksport, Portsmouth and Oceanside Terminals; |
|
| • | | OLLC assigned to Sprague Massachusetts certain assets and liabilities associated with the New Bedford terminal; |
|
| • | | Sprague International assumed approximately $25.0 million of OLLC unsecured debt and approximately $39.5 million of OLLC long-term acquisition debt; |
|
| • | | OLLC assigned to Sprague Canadian all of the interests in Kildair Service Ltd.; |
|
| • | | OLLC assigned to Holdings $130.4 million of its accounts receivable and $10.0 million in cash; |
|
| • | | Holdings conveyed to Sprague Resources all of the membership interests in the OLLC in exchange for (a) 1,571,970 Common Units, representing a 7.8% limited partner interest in the Partnership, (b) 10,071,970 Subordinated Units, representing a 50% limited partner interest in the Partnership, (c) all of the equity interests in the Partnership classified as incentive distribution rights under the Partnership Agreement, and (d) the right to receive the deferred issuance and distribution (as defined in the Contribution Agreement); |
|
| • | | Sprague Resources redeemed the initial interests of the General Partner and Sprague Holdings and refunded the General Partner’s initial contribution of $10 and Holding’s initial contribution of $990; |
|
| • | | The General Partner’s 1.0% general partner interest in Sprague Resources was converted to a non-economic general partner interest in Sprague Resources; |
|
| • | | Sprague Resources, the Parent, Sprague Holdings and the General Partner entered into an Omnibus Agreement; |
|
| • | | Sprague Resources, the General Partner, Sprague Holdings and Sprague Energy entered into a Services Agreement; and |
|
| • | | Sprague Massachusetts and the OLLC entered into a Terminal Operating Agreement. |
New Credit Agreement |
On October 30, 2013, in connection with the closing of the IPO, the OLLC entered into a new revolving credit agreement (the “New Credit Agreement”). The New Credit Agreement will mature on October 30, 2018. There are two revolving credit facilities under the New Credit Agreement: |
|
| • | | A working capital facility of up to $750.0 million to be used for working capital loans and letters of credit in the principal amount equal to the lesser of the borrowing base and $750.0 million; and |
|
| • | | An acquisition facility of up to $250.0 million to be used for loans and letters of credit to fund capital expenditures and acquisitions. |
Sprague Resources and each of its subsidiaries are guarantors of all obligations under the New Credit Agreement. All obligations under the New Credit Agreement are secured by substantially all of the assets of Sprague Resources and its subsidiaries. |
Indebtedness under the New Credit Agreement will bear interest at a rate per annum equal to either the Eurodollar Rate (which means the LIBOR Rate) for interest periods of one, two, three or six months plus a specified margin, or an Alternate Base Rate plus a specified margin. The Alternate Base Rate is the highest of (a) the prime rate of interest announced from time to time by the agent bank as its “Base Rate”; (b) 0.50% per annum above the Federal Funds rate as in effect from time to time and (c) the Eurodollar Rate for 1-month LIBOR as in effect from time to time plus 1.00% per annum. |
The specified margin for the working capital facility under the New Credit Agreement will range from 1.00% to 1.50% for loans bearing interest at the Alternate Base Rate, and from 2.00% to 2.50% for loans bearing interest at the Eurodollar Rate and letters of credit issued under the working capital facility. In addition, Sprague Resources will incur a commitment fee based on the unused portion of the working capital facility at a rate ranging from 0.375% to 0.50% per annum. |
The specified margin for the acquisition facility under the New Credit Agreement will range from 2.00% to 2.25% for loans bearing interest at the Alternate Base Rate, and from 3.00% to 3.25% for loans bearing interest at the Eurodollar Rate and letters of credit issued under the acquisition facility. In addition, Sprague Resources will incur a commitment fee on the unused portion of the acquisition facility at a rate ranging from 0.375% to 0.50% per annum. |
The New Credit Agreement contains various covenants and restrictive provisions that, among other things, prohibit Sprague Resources from making distributions to unitholders if any event of default occurs or would result from the distribution. In addition, the New Credit Agreement contains various covenants that are usual and customary for a financing of this type, size and purpose, including, among others, financial covenants requiring a minimum EBITDA-to-fixed charge ratio of 1.2:1.0 and a maximum total leverage-to-EBITDA ratio of 4.5:1.0, as well as covenants relating to Sprague Resources’ ability to grant liens, make certain investments or acquisitions, dispose of assets and incur additional indebtedness. |
The New Credit Agreement also contains events of default that are usual and customary for a financing of this type, size and purpose including, among others, non-payment of principal, interest or fees, violation of certain covenants, material inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments and events constituting a change of control. If an event of default exists under the New Credit Agreement, the lenders will be able to accelerate the maturity of the New Credit Agreement. |
|
Change in Tax Status |
Prior to the IPO, the Predecessor prepared its income tax provision as if it operated as a stand-alone taxpayer for all periods presented in accordance with a pre-existing tax sharing agreement between the Predecessor and the Parent. Commencing with the IPO, the Predecessor will be treated as a pass-through entity for federal income tax purposes. As a result, all income, expenses, gains, losses and tax credits generated flow through to its owners and, accordingly, do not result in a provision for federal income taxes and certain state income taxes. Pro forma consolidated net (loss) income for the three months ended September 30, 2013 and 2012, and the nine months ended September 30, 2013 and 2012, calculated as if the Predecessor had been converted to a partnership, resulting in the elimination of U.S. federal income taxes, as well as the reduction on income taxes in certain state jurisdictions, is $(11.8) million, $(17.3) million, $11.9 million and $(6.6) million, respectively. |