Parent Of Retail Supplier Receives Unsolicited Acquisition Offer

Sprague Resources LP ('Sprague') announced that it received an unsolicited non-binding proposal from Hartree Partners, LP ('Hartree') dated January 11, 2022, pursuant to which Hartree would acquire all of the outstanding common units of Sprague (the 'Common Units') that Hartree and its affiliates do not already own in exchange for $16.50 in cash per Common Unit.

Hartree and its affiliates hold approximately 74.5% of the outstanding Common Units of Sprague as of January 11, 2022.

The proposed consideration of $16.50 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, and a price equal to the $16.50 per common unit price that affiliates of Hartree paid to an affiliate of Axel Johnson Inc. to acquire the 61.2% limited partner interest in Sprague in a transaction entered into on April 20, 2021.

"The board of directors of Sprague’s general partner expects to delegate the authority to evaluate and negotiate the proposal to its conflicts committee. The conflicts committee, which will be composed of only independent directors of the board of directors of Sprague’s general partner, will consider the proposal in accordance with provisions contained in Sprague’s partnership agreement and is expected to engage legal and financial advisors in connection with its consideration of the proposal. The proposal is non-binding and 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," Sprague said

In the proposal, Hartree stated, "We expect that the Transaction would be structured as a merger, through which a Hartree-controlled acquisition vehicle would merge into Sprague LP, with Sprague LP surviving the merger."