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Sprague Resources LP, et al. – ‘SC 13E3’ on 7/7/22 re: Sprague Resources LP – ‘EX-99.(C)(6)’

On:  Thursday, 7/7/22, at 5:27pm ET   ·   Accession #:  1104659-22-78099   ·   File #:  5-87698

Previous ‘SC 13E3’:  None   ·   Next:  ‘SC 13E3/A’ on 8/4/22   ·   Latest:  ‘SC 13E3/A’ on 11/1/22   ·   9 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/07/22  Sprague Resources LP              SC 13E3               10:34M  Sprague Resources LP              Toppan Merrill/FA
          Hartree Partners GP, LLC
          Hartree Partners, LP
          Sparrow HP Merger Sub, LLC
          Sprague HP Holdings LLC
          Sprague Resources GP LLC

Tender-Offer Statement by an Issuer – Going-Private Transaction   —   Schedule 13E-3   —   Rule 13e-3

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3     Tender-Offer Statement by an Issuer -               HTML     83K 
                Going-Private Transaction                                        
10: EX-FILING FEES  Filing Fees                                     HTML     13K 
 2: EX-99.(C)(2)  Miscellaneous Exhibit                             HTML     50K 
 3: EX-99.(C)(3)  Miscellaneous Exhibit                             HTML     20K 
 4: EX-99.(C)(4)  Miscellaneous Exhibit                             HTML     58K 
 5: EX-99.(C)(5)  Miscellaneous Exhibit                             HTML     24K 
 6: EX-99.(C)(6)  Miscellaneous Exhibit                             HTML     27K 
 7: EX-99.(C)(7)  Miscellaneous Exhibit                             HTML     43K 
 8: EX-99.(C)(8)  Miscellaneous Exhibit                             HTML     30K 
 9: EX-99.(C)(9)  Miscellaneous Exhibit                             HTML     27K 


‘EX-99.(C)(6)’   —   Miscellaneous Exhibit


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit (c)(6)

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Presentation to the Conflicts Committee of Sprague Resources GP LLC Discussion Materials April 29, 2022 / Confidential Jefferies LLC Member SIPC

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Jefferies LLC April 2022 / Disclaimer The following pages contain materials provided to the Conflicts Committee of the Board of Directors (the “Committee”) of Sprague Resources GP LLC , the general partner of Sprague Resources, LP (“SRLP”), by Jefferies LLC (“Jefferies”) in connection with a potential transaction involving SRLP and Hartree Partners, LP (“Hartree”). These materials were prepared on a confidential basis in connection with an oral presentation to the Committee and not with a view toward complying with the disclosure standards under state or federal securities laws. These materials are solely for use of the Committee and may not be used for any other purpose or disclosed to any party without Jefferies’ prior written consent. The information contained in this presentation is based solely on publicly available information or information furnished to Jefferies by SRLP management. Jefferies has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of all such information and the conclusions contained herein are conditioned upon such information (whether written or oral) being accurate, complete and fairly presented in all respects. These materials are necessarily based on economic, market and other conditions as they exist on, and information made available as of, the date hereof. None of Jefferies, its affiliates or its or their respective employees, directors, officers, contractors, advisors, members, successors or agents makes any representation or warranty in respect of the accuracy, completeness or fair presentation of any information or any conclusion contained herein. Jefferies, its affiliates and its and their respective employees, directors, officers, contractors, advisors, members, successors and agents shall have no liability with respect to any information or matter contained herein. Neither Jefferies nor any of its affiliates is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. These materials are not and should not be construed as a fairness opinion. i

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Jefferies LLC April 2022 / Executive Summary Key Points ◼ On January 11, 2022, Sprague Resources LP (“Sprague”) (NYSE: SRLP) announced the receipt of an unsolicited non-binding proposal from Hartree Partners, LP (“Hartree”) 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 ~74.5% of the outstanding Common Units of Sprague ─ The proposed consideration represented a premium of 8.0% to the closing price of the Common Units on January 11, 2022 ◼ On April 18, 2022, Hartree proposed consideration of $17.00 per Common Unit, implying an aggregate common unit equity purchase price of ~$114 MM Proposed Transaction Structure Sprague HP Holdings, LLC NYSE: SRLP Sprague Resources GP LLC Public Unitholders Management and Board 0% GP Interest ~74.5% LP Interest and IDRs ~24.1% LP Interest ~1.4% LP Interest $113.7 MM in Cash ($17.00 per Common Unit) 6.7 MM SRLP Common Units Proposed Offer Economics SRLP Common Units Outstanding (MM) 26.2 Less: Common Units Held by Hartree (MM) (19.5) Publicly Held SRLP Common Units (MM) 6.7 Offer Price per SRLP Common Unit $17.00 Common Unit Equity Purchase Price ($ MM) $113.7 1

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Jefferies LLC April 2022 / Proposed Transaction Overview Hartree Offer Analysis ($ MM, except per unit values) Source: Sprague Management, Public filings, Wall Street research, Capital IQ. Balance sheet data as of 12/31/21. (1) Total debt includes normalized working capital facility balance. (2) EBITDA projections per Sprague Management. Hartree Proposal Purchase Price per SRLP Common Unit $17.00 SRLP Common Units Held by Public (MM) 6.7 Common Unit Equity Purchase Price ($ MM) $113.7 Current Offer Price Purchase Price Metric Unit Price $17.00 Implied Premium / (Discount) to SRLP: Unit Price at Initial Proposal (as of 1/11/22) $15.28 11.3% Closing Unit Price (as of 4/27/22) 16.49 3.1% 10-Day VWAP (as of 1/11/22) 14.14 20.2% 20-Day VWAP (as of 1/11/22) 13.59 25.1% 30-Day VWAP (as of 1/11/22) 13.74 23.7% 90-Day VWAP (as of 1/11/22) 16.57 2.6% 52-Week High 29.43 (42.2%) 52-Week Low 12.31 38.1% IPO Unit Price (at 10/25/13) 18.00 (5.6%) Purchase Price $17.00 Fully Diluted Units Outstanding (MM) 26.2 Implied Total SRLP Equity Value $446 Plus: Total Debt (1) 681 Less: Cash & Cash Equivalents (1) Implied Total Enterprise Value $1,126 Implied Implied Transaction Statistics Metric (2) TEV Multiple Implied Transaction Total Enterprise Value / 2021A EBITDA $110.7 10.2x Implied Transaction Total Enterprise Value / 2022E EBITDA 110.5 10.2x 2

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Jefferies LLC April 2022 / SRLP Historical Unit Price (Last Five Years) $- $5 $10 $15 $20 $25 $30 $35 4/27/17 2/25/18 12/26/18 10/27/19 8/26/20 6/26/21 4/27/22 SRLP Offer Price Offer Price Relative to Historical SRLP Unit Prices Unit Price Premium / (Discount) Offer Price $17.00 — Current Price $16.49 3.1% 5-Year High $30.10 (43.5%) 5-Year Low $10.27 65.5% Source: Capital IQ as of 4/27/22. Offer Price: $17.00/unit $16.49 October 25, 2021 SRLP announced a 35% distribution cut for Q3 2021 with a cash distribution of $0.4338/unit, down from Q2 2021’s distribution of $0.6675/unit SRLP’s unit price fell 15.5% June 4, 2020 SRLP announces withdrawal of proposal announced on March 27th March 27, 2020 SRLP announced receipt of proposal to acquire all outstanding common units for $13.00/unit April 20, 2021 Axel Johnson entered into an agreement to sell controlling interest in SRLP to Hartree May 28, 2021 Hartree completes purchase of controlling interest in SRLP for $16.50/unit and $25 MM for the GP interest August 5, 2021 SRLP released guidance that a reduction in the distribution for Q3 2021 should be expected in order to fund capital projects SRLP’s unit price fell 24.1% January 11, 2022 Hartree proposes a take-private offer at $16.50/unit Since Hartree’s proposal, SRLP’s unit price has ranged from $16.24 to $17.72 3

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Jefferies LLC April 2022 / Implied Premiums Sensitivity Illustrative Cash Consideration Per Publicly-Held SRLP Common Unit $17.00 $17.50 $18.00 $18.50 $19.00 $19.50 $20.00 $20.50 $21.00 $21.50 $22.00 $22.50 $23.00 $23.50 $23.80 Incremental Cash Consideration from Hartree ($MM) $- $3.3 $6.7 $10.0 $13.4 $16.7 $20.1 $23.4 $26.7 $30.1 $33.4 $36.8 $40.1 $43.5 $45.5 SRLP Unit Price at Initial Offer to the Committee (1) $15.28 Implied Premium / (Discount) to SRLP Unit Price at Offer 11.3% 14.5% 17.8% 21.1% 24.3% 27.6% 30.9% 34.2% 37.4% 40.7% 44.0% 47.3% 50.5% 53.8% 55.8% SRLP Unit Price at Current Price (as of 4/27/22) $16.49 Implied Premium / (Discount) to Current SRLP Unit Price 3.1% 6.1% 9.2% 12.2% 15.2% 18.3% 21.3% 24.3% 27.3% 30.4% 33.4% 36.4% 39.5% 42.5% 44.3% Additional SRLP Premiums Analysis 10-Day VWAP (as of 1/11/22) $14.14 20.2% 23.7% 27.3% 30.8% 34.3% 37.9% 41.4% 45.0% 48.5% 52.0% 55.6% 59.1% 62.6% 66.2% 68.3% 20-Day VWAP (as of 1/11/22) $13.59 25.1% 28.8% 32.4% 36.1% 39.8% 43.5% 47.2% 50.8% 54.5% 58.2% 61.9% 65.6% 69.2% 72.9% 75.1% 30-Day VWAP (as of 1/11/22) $13.74 23.7% 27.4% 31.0% 34.6% 38.3% 41.9% 45.6% 49.2% 52.8% 56.5% 60.1% 63.8% 67.4% 71.0% 73.2% 90-Day VWAP (as of 1/11/22) $16.572.6% 5.6% 8.6% 11.6% 14.7% 17.7% 20.7% 23.7% 26.7% 29.8% 32.8% 35.8% 38.8% 41.8% 43.6% 52-Week High $29.43(42.2%) (40.5%) (38.8%) (37.1%) (35.4%) (33.7%) (32.0%) (30.3%) (28.6%) (26.9%) (25.2%) (23.5%) (21.8%) (20.1%) (19.1%) 52-Week Low $12.3138.1% 42.1% 46.2% 50.2% 54.3% 58.4% 62.4% 66.5% 70.5% 74.6% 78.7% 82.7% 86.8% 90.8% 93.3% IPO Unit Price (at 10/25/13) $18.00(5.6%) (2.8%) -% 2.8% 5.6% 8.3% 11.1% 13.9% 16.7% 19.4% 22.2% 25.0% 27.8% 30.6% 32.2% Analysis at Various Per Unit Offer Prices Source: Capital IQ as of 4/27/22. (1) Reflects SRLP unit price as of 1/11/22; acquisition proposal was announced after market close. Current Offer 4

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Jefferies LLC April 2022 / $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 2022E 2023E 2024E 2025E 2026E Summary of Cases Analyzed Growth Cases Incorporate Projections for the Upside Opportunities as Provided to the Committee by Sprague Management EBITDA ($ MM) Distributable Cash Flow ($ MM) Capital Expenditures ($ MM) Total Distributions ($ MM) and Total Coverage (x) Lower Risking Company Risking Company Risking With $24 MM Minimum Growth Capex Higher Risking 1.4x 1.4x 1.4x 1.4x 1.7x 1.5x 1.6x 1.6x 1.8x 1.5x 1.7x 1.7x 1.9x 1.6x 1.8x 1.8x 2.0x 1.6x 1.8x 1.9x $111 $130 $135 $142 $146 $111 $124 $127 $131 $134 $110 $118 $119 $122 $124 $111 $124 $128 $133 $137 2022E 2023E 2024E 2025E 2026E $63 $78 $82 $90 $94 $63 $74 $77 $81 $84 $63 $70 $71 $74 $76 $63 $74 $78 $83 $87 2022E 2023E 2024E 2025E 2026E $91 $27 $26 $27 $23 $68 $24 $24 $24 $21 $44 $21 $21 $20 $20 $68 $29 $30 $28 $31 2022E 2023E 2024E 2025E 2026E 5

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Jefferies LLC April 2022 / $13.79 $21.38 $17.10 $19.58 $22.06 $14.92 $18.84 $14.53 $16.19 $16.06 $16.94 $16.36 $30.78 $25.34 $28.54 $31.74 $22.51 $25.92 $20.92 $22.51 $22.36 $23.37 $- $10.00 $20.00 $30.00 $40.00 Take-Private Precedent Transactions Risked Growth Case Assuming $24 MM Minimum Unrisked Growth Capex Per Year Low Risked Growth Case Risked Growth Case High Risked Growth Case Base Case Risked Growth Case Base Case Risked Growth Case Base Case Midpoint of 2022E Guidance Hartree Offer: $17.00 Preliminary Valuation Range – Sprague Resources LP Methodology Implied SRLP Unit Price ($/Unit) Assumptions Discounted Cash Flow Analysis Based on precedent premiums paid (25% / 75% quartiles) to: 1-day, 10-day and 30-day prior unit pricing (1) Premiums Paid Analysis is solely for informational purposes and not valuation methodology used by Jefferies. Discount rate range of 7.6% – 8.6%, terminal exit multiples of 9.5x – 11.5x Based on 2023E EV/EBITDA of 9.5x – 11.0x Selected Public Companies Analysis Based on 2022E EV/EBITDA of 10.0x – 11.5x TEV / 2022E EBITDA Based on 2022E EV/EBITDA of 10.0x – 11.5x Based on 2022E EV/EBITDA of 10.0x – 11.5x Based on 2023E EV/EBITDA of 9.5x – 11.0x Discount rate range of 7.6% – 8.6%, terminal exit multiples of 9.5x – 11.5x Premiums Paid Analysis (1) TEV / 2023E EBITDA Discount rate range of 7.6% – 8.6%, terminal exit multiples of 9.5x – 11.5x, risking adjusted up for each upside opportunity by 25% Discount rate range of 7.6% – 8.6%, terminal exit multiples of 9.5x – 11.5x, risking adjusted down for each upside opportunity by 25% Discount rate range of 7.6% – 8.6%, terminal exit multiples of 9.5x – 11.5x, 50% risking on incremental EBITDA from 6.0x capex build Risked Growth Case Assuming $24 MM Minimum Un-Risked Growth Capex Per Year Growth Case – Lower Risking Growth Case – Company Risking Growth Case – Higher Risking 6

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Jefferies LLC April 2022 / Appendix 7

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Jefferies LLC April 2022 / Share / Unit Price Total '22E-'24E Price on vs. LTM Equity Market Enterprise EV / EBITDA Distribution Yield EBITDA Company 4/27/22 High Low Value Value(1) 2022E 2023E Current 2022E CAGR Sunoco LP 41.56 $ 88.5% 122.4% 3,478 $ 7,606 $ 9.5x 9.0x 7.9% 7.9% 4.1% Global Partners LP 25.82 89.3% 132.7% 878 2,251 8.8x 8.5x 9.1% 9.1% N/A Suburban Propane Partners, L.P. 16.61 94.8% 120.1% 1,046 2,205 8.0x 7.9x 7.8% 8.2% 1.0% CrossAmerica Partners LP 21.26 91.3% 123.1% 806 1,620 10.2x 9.7x 9.9% 10.1% N/A Blueknight Energy Partners, L.P. 4.58 99.6% 152.7% 192 593 11.9x NA 3.7% 3.5% N/A Average 9.7x 8.8x 7.7% 7.8% 2.5% Median 9.5x 8.7x 7.9% 8.2% 2.5% Sprague Resources LP 16.49 $ 56.0% 133.9% 433 $ 1,113 $ 10.1x 9.0x 10.5% 10.5% 7.1% Selected Comparables Analysis ($ MM, except per unit amounts) Source: Public filings, Capital IQ, Wall Street research and SRLP Management. (1) Includes common units, other classes of LP units and implied equity value of GP. (2) Total debt includes the acquisition facility and a normalized working capital facility balance over the last the last two years. EBITDA estimates reflect Risked Growth Case projections as provided by Sprague Management. (2) Adjusted Valuation Multiple Implied TEV (Less) Implied Equity Value Implied Value Per Unit TEV / Adj. EBITDA EBITDA Low - High Low - High Net Debt Low - High Low - High Midpoint of 2022E Guidance $113 10.0x - 11.5x $1,125 - $1,294 ($681) $444 - $613 $16.94 - $23.37 2022E Base Case 110 10.0x - 11.5x 1,102 - 1,267 (681) 421 - 587 16.06 - 22.36 2022E Risked Growth Case 111 10.0x - 11.5x 1,105 - 1,271 (681) 425 - 591 16.19 - 22.51 2023E Base Case 112 9.5x - 11.0x 1,062 - 1,230 (681) 381 - 549 14.53 - 20.92 2023E Risked Growth Case 124 9.5x - 11.0x 1,175 - 1,361 (681) 494 - 680 18.84 - 25.92 8

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Jefferies LLC April 2022 / Selected Take-Private Precedent Transactions – Premiums Paid Analysis Source: Capital IQ, Public filings. Price % Premium Announcement Transaction One-Day 10-Trading Day 20-Trading Day One-Day 10-Trading Day 20-Trading Day Date Acquirer Target Type Consideration Offer Prior Spot Prior Average Prior Average Prior Spot Prior Average Prior Average 4/22/22 Ergon, Inc. BlueKnight Energy Partners Affiliate Cash $4.65 $3.07 $3.08 $3.11 51.5% 51.0% 49.6% 10/27/21 Phillips 66 Phillips 66 Partners Affiliate Stock 41.11 39.21 39.52 38.53 4.8% 4.0% 6.7% 8/5/21 BP BP Midstream Partners Affiliate Stock 13.01 13.01 13.79 13.93 -% (5.6%) (6.6%) 2/5/21 Chevron Noble Midstream Partners Affiliate Stock 12.47 12.47 12.00 12.30 -% 3.9% 1.4% 10/5/20 TC Energy Corp TC Pipeline LP Affiliate Stock 27.31 25.90 26.42 27.45 5.4% 3.4% (0.5%) 8/27/19 Blackstone Infrastructure Partners Tallgrass Energy, LP Affiliate Cash 22.45 14.35 15.45 16.54 56.4% 45.3% 35.7% 5/8/19 MPLX LP Andeavor Logistics LP Affiliate Stock 36.54 33.85 33.76 33.96 7.9% 8.2% 7.6% 3/18/19 ArcLight Capital American Midstream Partners, LP Affiliate Cash 5.25 6.35 5.99 6.02 (17.3%) (12.3%) (12.8%) 11/26/18 ArcLight Capital TransMontaigne Partners LP Affiliate Cash 41.00 36.40 37.08 37.55 12.6% 10.6% 9.2% 11/8/18 Western Gas Equity Partners Western Gas Partners Affiliate Stock 50.33 46.77 41.10 44.19 7.6% 22.5% 13.9% 10/22/18 EnLink Midstream EnLink Midstream Partners Affiliate Cash 18.46 18.26 18.31 18.53 1.1% 0.8% (0.4%) 10/18/18 Valero Energy Corporation Valero Energy Partners LP Affiliate Cash 42.25 39.85 39.53 38.76 6.0% 6.9% 9.0% 10/9/18 Antero Midstream GP LP Antero Midstream Partners Affiliate Stock 31.41 29.48 29.29 29.68 6.5% 7.2% 5.8% 9/18/18 Enbridge Inc Enbridge Energy Partners Affiliate Stock 11.48 11.25 11.42 11.42 2.1% 0.6% 0.5% 8/24/18 Enbridge Inc Spectra Energy Partners Affiliate Stock 40.00 37.85 37.50 36.84 5.7% 6.7% 8.6% 8/1/18 Energy Transfer Equity Energy Transfer Partners Affiliate Stock 23.59 21.21 20.83 19.60 11.2% 13.3% 20.4% 6/19/18 Cheniere Energy, Inc. Cheniere Partners Holdings Affiliate Stock 30.93 30.28 30.02 29.06 2.2% 3.0% 6.5% 5/17/18 Williams Williams Partners Affiliate Stock 40.89 38.42 37.48 35.99 6.4% 9.1% 13.6% 4/26/18 EQT Midstream Partners Rice Midstream Partners Affiliate Stock 20.66 18.82 18.44 18.24 9.8% 12.1% 13.3% 3/27/18 Tallgrass Energy GP Tallgrass Energy Partners Affiliate Stock 35.42 35.20 36.93 38.88 0.6% (4.1%) (8.9%) 4/4/17 World Point Terminals, Inc. World Point Terminals LP Affiliate Cash 17.30 16.35 16.23 16.41 5.8% 6.6% 5.4% 3/2/17 VTTI, B.V. VTTI Energy Partners, LP Affiliate Cash 19.50 18.40 18.59 18.54 6.0% 4.9% 5.2% 1/27/17 Enbridge Energy Company Midcoast Energy Partners LP Affiliate Cash 8.00 8.75 8.13 7.72 (8.6%) (1.6%) 3.6% 11/1/16 TransCanada Corporation Columbia Pipeline Partners Affiliate Cash 17.00 16.00 16.17 16.18 6.3% 5.1% 5.1% Max 56.4% 45.3% 35.7% 75% Quartile 7.1% 8.7% 9.1% Mean 6.0% 6.5% 6.2% Median 5.8% 5.1% 5.8% 25% Quartile 1.6% 1.9% 1.0% Min (17.3%) (12.3%) (12.8%) 1/11/22 Hartree Partners Sprague Resources Partners Affiliate Cash $17.00 $15.28 $14.13 $13.66 11.3% 20.3% 24.5% 9


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13E3’ Filing    Date    Other Filings
Filed on:7/7/22PREM14C
4/29/22
4/18/22
1/11/228-K,  SC 13D/A
10/25/21
8/5/2110-Q,  8-K
5/28/213,  4,  8-K,  SC 13D/A
4/20/218-K,  SC 13D/A
6/4/208-K,  SC 13D/A
3/27/208-K,  SC 13D/A,  SC 13G
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/01/22  Sprague Resources LP              SC 13E3/A              1:63K  Sprague Resources LP              Toppan Merrill/FA
 9/02/22  Sprague Resources LP              SC 13E3/A              2:654K Sprague Resources LP              Toppan Merrill/FA
 8/04/22  Sprague Resources LP              SC 13E3/A              1:150K Sprague Resources LP              Toppan Merrill/FA


6 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/07/22  Sprague Resources LP              PREM14C     7/07/22    8:4M                                     Toppan Merrill/FA
 6/02/22  Sprague Resources LP              8-K:1,5,7,9 6/02/22   12:884K
 3/05/21  Sprague Resources LP              10-K       12/31/20  119:14M
10/25/19  Sprague Resources LP              8-K:5,9    10/25/19    2:50K
12/20/17  Sprague Resources LP              8-K:5,9    12/20/17    2:52K
11/05/13  Sprague Resources LP              8-K:1,2,3,510/30/13    8:4.8M                                   Donnelley … Solutions/FA
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