Hartree Partners, LP made a proposal to acquire remaining 25.5% stake in Sprague Resources LP (NYSE : SRLP) from Sprague Resources GP LLC and others for approximately $130 million on January 11, 2022. Hartree Partners, LP entered into a definitive agreement and plan of merger to acquire remaining 25.5% stake in Sprague Resources LP from Sprague Resources GP LLC and others for approximately $130 million on June 2, 2022. The proposed consideration of $16.5 per Common Unit represents a premium of approximately 10.6% to the closing price of the Common Units on January 10, 2022, a premium of approximately 22.5% to the 30-day volume weighted average price of the Common Units prior to January 10, 2022. The Agreement provides for an all-cash transaction, whereby each holder of the Common Units will receive $19.00 per common unit owned. Hartree and its affiliates hold approximately 74.5% of the outstanding Common Units of Sprague as of January 11, 2022. 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. Upon the closing of the merger on the terms and conditions set forth in the merger agreement, Sprague Resources will be a wholly owned subsidiary of Hartree Partners, LP. Following completion of the merger, the common units of Sprague Resources will cease to be listed on the NYSE and will be deregistered under the Securities Exchange Act of 1934. Hartree Partners expects to fund the Merger Consideration with cash through capital contributions from Hartree Partners, LP and available debt financing sources. In case of termination, Hartree Partners, LP will be obligated to pay Sprague Resources a termination fee equal to $5,000,000.

The transaction is subject to the negotiation and execution of a mutually acceptable merger agreement and appropriate supporting agreements which would set out all of the terms and conditions relevant to the proposed transaction. These agreements, if executed, would be subject to customary closing conditions, including any necessary regulatory approvals. Under Sprague's partnership agreement, the transaction is required to be approved by the holders of a majority of the outstanding common units. 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.

The transaction is expected to close prior to the end of Q3 2022, subject to customary closing conditions. As of August 19, 2022, the transaction is expected to close on or about September 1, 2022. As of August 31, 2022, following execution of the Amendment, the Partnership expects that the Merger will close in the fourth quarter of 2022. Following a final review of the Merger Agreement Amendment by Latham, the members of the Conflicts Committee unanimously determined that the Merger Agreement Amendment was in the best interests of the Partnership and the Unaffiliated Unitholders and approved the Partnership's entry into the Merger Agreement Amendment. As of October 21, 2022, the Partnership anticipates that the merger will close on or about November 1, 2022. Evercore Group L.L.C. acted as financial advisor with a service fee of $2 million and David Oelman and Lande Spottswood of Vinson & Elkins LLP acted as legal advisor to Sprague Resources. Bill Finnegan, Ryan J. Maierson and Ryan J. Lynch acted as legal advisors to Sprague Resources and Conflicts Committee. The Sprague Conflicts Committee engaged Jefferies LLC as financial advisor with a service fee of $0.5 million, due diligence provider and fairness opinion provider with a service fee of $1.5 million. William N. Finnegan IV, Ryan J. Lynch and Ryan J. Maierson of Latham & Watkins LLP acted as legal advisor and due diligence provider to Conflicts Committee of Sprague Resources LP.