UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2022
SPRAGUE RESOURCES LP
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-36137 | | 45-2637964 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
185 International Drive
Portsmouth, NH 03801
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 225-1560
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Units Representing Limited Partner Interests | SRLP | New York Stock Exchange |
| |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 13, 2022, Sprague Operating Resources LLC (the “U.S. Borrower”) and Kildair Service ULC (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), wholly owned subsidiaries of Sprague Resources LP (the “Partnership”), entered into a second amendment to second amended and restated credit agreement (the “Amendment”), which amended the second amended and restated credit agreement, dated May 19, 2020 (as previously amended, the “Credit Agreement”), by and among the Borrowers, MUFG Bank, Ltd., as administrative agent, and the lenders party thereto (the “Lenders”).
The Amendment amended the Credit Agreement to, among other things, (i) increase the Lenders’ commitments under the Credit Agreement’s (x) committed U.S. dollar revolving working capital facility from $465,000,000 to $535,900,000, (y) uncommitted U.S. dollar revolving working capital facility from $200,000,000 to $255,000,000 and (z) committed multicurrency revolving working capital facility from $85,000,000 to $96,600,000, (ii) replace the ability of the Borrowers to elect that borrowings accrue interest at the London Inter-Bank Offered Rate, plus a margin, with the ability of the Borrowers to elect that borrowings accrue interest at a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”), plus a margin and a Term SOFR spread adjustment, and (iii) extend the permitted expiration date of letters of credit from six months to one year after the applicable facility termination date.
The foregoing description is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| EXHIBIT | DESCRIPTION |
| 10.1 | Second Amendment, dated April 13, 2022, to Second Amended and Restated Credit Agreement, dated May 19, 2020, among Sprague Operating Resources LLC, as U.S. Borrower, Kildair Service ULC, as Canadian Borrower, the several lenders parties thereto, MUFG Bank Ltd., as administrative agent, the co-syndication agents, the co-collateral agents and the co-documentation agents party thereto. |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| SPRAGUE RESOURCES LP |
| |
| By: | Sprague Resources GP LLC, its General Partner |
| |
| By: | /s/ David C. Long |
| David C. Long |
| Chief Financial Officer |
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Dated: April 13, 2022
