Announcement • Nov 02
Sprague Resources LP Intends to File A Certification on Form 15 In connection with the completion of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 2, 2022 (Original Merger Agreement and, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 31, 2022, the Merger Agreement), by and among Sprague Resources, LP, a Delaware limited partnership (Partnership), Sprague Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (General Partner), Sparrow HP Holdings, LLC (Parent), a Delaware limited liability company and wholly owned subsidiary of Hartree Partners, LP, and Sparrow HP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (Merger Sub). On November 1, 2022, Merger Sub merged with and into the Partnership, with the Partnership surviving as a direct wholly owned subsidiary of Parent and the General Partner (Merger). In connection with the closing of the Merger, the Partnership (i) notified the New York Stock Exchange (the “NYSE”) that the Certificate of Merger relating to the Merger had been filed with the Secretary of State of the State of Delaware and effective as of the Effective Time and (ii) requested that the NYSE file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to delist and deregister the Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”). The trading of Common Units was suspended before the opening of trading on November 1, 2022. Additionally, the Partnership intends to file a certification on Form 15 (the “Form 15”) under the Exchange Act with the SEC requesting the suspension of the Partnership’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. 
