Parent Of Retail Supplier Announces Agreement To Be Acquired By Hartree Partners -- EnergyChoiceMatters.com

Parent Of Retail Supplier Announces Agreement To Be Acquired By Hartree Partners

June 3, 2022

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Reporting by Paul Ring • ring@energychoicematters.com

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Sprague Resources LP ('Sprague') announced that it has entered into a definitive agreement and plan of merger (the 'Agreement') pursuant to which an affiliate of Hartree Partners, LP ('Hartree') will acquire all of the outstanding common units of Sprague not already owned by Hartree and its affiliates (the 'Common Units').

The Agreement follows the previously reported offer made by Hartree on January 11, 2022 to acquire the Common Units.

The Agreement provides for an all-cash transaction, whereby each holder of the Common Units will receive $19.00 per common unit owned, representing a 27.3% premium to the closing price of the common units on January 10, 2022, the day prior to Hartree’s offer, and an 18.9% premium to the closing price of the common units as of June 1, 2022.

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, Sprague said

Under Sprague’s partnership agreement, the transaction is required to be approved by the holders of a majority of the outstanding common units. An affiliate of Hartree owns approximately 74.5% of the outstanding common units, and immediately following the execution of the Agreement, that affiliate of Hartree delivered to Sprague a written consent approving the transaction. As a result, the transaction has been approved by the limited partners of Sprague, and Sprague will not hold a meeting of its unitholders to approve the transaction. Sprague will distribute an information statement to its unitholders describing the terms and conditions of the transaction. Upon closing of the transaction, Sprague will be a wholly owned subsidiary of Hartree and Sprague’s common units will cease to be publicly traded.

The transaction is expected to close prior to the end of Q3 2022, subject to customary closing conditions.

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