Sprague Resources LP (Form: SC 13E3, Received: 07/07/2022 17:34:19)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13e-3 THEREUNDER

Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. ______)

SPRAGUE RESOURCES LP
(Name of Issuer)

Sprague Resources LP Sprague Resources GP LLC Sprague HP Holdings LLC Sparrow HP Merger Sub, LLC Hartree Partners, LP Hartree Partners GP, LLC
(Names of Persons Filing Statement)

Common Units Representing Limited Partner Interests
(Title of Class of Securities)

849343108
(CUSIP Number of Class of Securities)

Paul Scoff Sprague Resources LP 185 International Drive Portsmouth, NH 03801 (800) 225-1560	Stephen Hendel Managing Director Hartree Partners GP, LLC 1185 Ave of the Americas, New York, NY 10036 (212) 536-8430
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

*With copies to*
William N. Finnegan IV Ryan J. Maierson Ryan J. Lynch Latham & Watkins LLP 811 Main Street Suite 3700 Houston, TX 77002 (713) 546-5400	David Oelman Lande Spottswood Vinson & Elkins L.L.P. 845 Texas Avenue Suite 4700 Houston, TX 77002 (713) 758-2222

This statement is filed in connection with (check the appropriate box):

The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

The filing of a registration statement under the Securities Act of 1933.

A tender offer.

None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Transaction Statement”), together with the exhibits hereto, is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) Sprague Resources LP, a Delaware limited partnership (the “Partnership”) and the issuer of the common units representing limited partner interests in the Partnership (“Common Units”) that are subject to the Rule 13e-3 transaction; (ii) Sprague HP Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Hartree (as defined below) (“Sprague Holdings”); (iii) Sparrow HP Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”); (iv) Sprague Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “Partnership GP”); (v) Hartree Partners, LP, a Delaware limited partnership (“Hartree”); and (vi) Hartree Partners GP, LLC, a Delaware limited liability company and the general partner of Hartree. Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.”

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of June 2, 2022 (as may be amended from time to time, the “Merger Agreement”), by and among the Partnership, Partnership GP, Sprague Holdings and Merger Sub. Pursuant to the Merger Agreement, Sprague Holdings has agreed to acquire each issued and outstanding Common Unit (other than Common Units held by Sprague Holdings or its permitted transferees (“Sprague Holdings Units”)) under the terms of the Merger Agreement. Under the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Sprague Holdings and Partnership GP (the “Merger”), both of which are controlled subsidiaries of Hartree. The Merger will become effective upon the filing of a properly executed certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the parties and set forth in the certificate of merger (the “Effective Time”). The Merger Agreement provides that, at the Effective Time, each Common Unit issued and outstanding as of immediately prior to the Effective Time (other than the Sprague Holdings Units) will be converted into the right to receive $19.00 in cash, to be paid without interest and reduced by any applicable tax withholding (the “Merger Consideration”). As of the Effective Time, all of the Common Units converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically be canceled and cease to exist.

The Sprague Holdings Units, Incentive Distribution Rights (as defined in the Partnership’s First Amended and Restated Agreement of Limited Partnership, dated as of October 30, 2013 (as amended, the “Partnership Agreement”)) held by Sprague Holdings and its permitted transferees and the General Partner Interest (as defined in the Partnership Agreement) issued and outstanding immediately prior to the Effective Time will be unaffected by the Merger, will remain outstanding and no consideration will be delivered in respect thereof.

The closing of the Merger will occur on the third business day after the satisfaction or waiver of the conditions to the Merger provided in the Merger Agreement (other than the conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of those conditions), or at such other date or time as the Partnership and Sprague Holdings agree; provided, however, that without the mutual agreement of the Partnership, Sprague Holdings, Merger Sub and Partnership GP, the closing of the Merger may not occur prior to July 31, 2022.

The conflicts committee (the “Conflicts Committee”) of the board of directors of Partnership GP has (i) determined that the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, are in the best interests of the Partnership and the Partnership’s unaffiliated unitholders (the “Unaffiliated Unitholders”), (ii) approved the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, which action constituted “Special Approval” (as defined in Section 7.9(b) of the Partnership Agreement) by the Conflicts Committee, (iii) resolved to recommend the submission of the Merger Agreement to a vote of the Limited Partners (as defined in the Partnership Agreement) by written consent pursuant to Section 13.11 of the Partnership Agreement and (iv) directed Partnership GP and the Partnership to enter into the Merger Agreement and to consummate the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement. In determining whether to make its recommendation, the Conflicts Committee considered, among other things, the opinion of Jefferies LLC (“Jefferies”), the financial advisor to the Conflicts Committee, to the effect that, as of the date of its opinion, and based upon the assumptions made, matters considered, procedures followed, and qualifications and limitations of the review undertaken in rendering its opinion as set forth therein, the Merger Consideration to be received by the Unaffiliated Unitholders pursuant to the Merger Agreement was fair, from a financial point of view, to the Partnership and the Unaffiliated Unitholders.

Under the applicable provisions of the Partnership Agreement, approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, requires the affirmative vote or consent of the holders of a majority of the outstanding Common Units. As permitted by the Delaware Revised Uniform Limited Partnership Act and the Partnership Agreement, immediately following the execution of the Merger Agreement, Sprague Holdings, as the record and beneficial owner of approximately 74.5% of the issued and outstanding Common Units, which constitutes a “Unit Majority” (as defined in the Partnership Agreement), delivered to the Partnership an irrevocable written consent adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger, pursuant to the terms of the Partnership Agreement. Assuming the timely satisfaction or waiver of the conditions set forth in the Merger Agreement, the Partnership currently anticipates that the Merger will be completed prior to the end of the third quarter of 2022.

Concurrently with the filing of this Transaction Statement, the Partnership is filing an information statement (the “Information Statement”) under Section 14(c) of the Exchange Act relating to the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the Information Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached as Annex A to the Information Statement. All references in this Transaction Statement to Items numbered 1001 to 1016 are references to Items contained in Regulation M-A under the Exchange Act.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Information Statement, including all annexes thereto, is incorporated herein by reference in its entirety and responses to each item herein are qualified in their entirety by the information contained in the Information Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Information Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Information Statement is in preliminary form and is subject to completion. Terms used but not defined in this Transaction Statement have the meanings given to them in the Information Statement.

All information concerning the Partnership contained in, or incorporated by reference into, this Transaction Statement was supplied by the Partnership. Similarly, all information concerning any other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.

ITEM 1.

SUMMARY TERM SHEET

Regulation M-A Item 1001

The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

ITEM 2.

SUBJECT COMPANY INFORMATION

Regulation M-A Item 1002

(a)

Name and Address. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger Agreement”

(b)

Securities. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Action Approved by Written Consent of Unitholders Representing a Unit Majority”

“Unit Ownership of Certain Beneficial Owners and Management”

(c)

Trading Market and Price. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Common Unit Market Price and Distribution Information—Common Unit Market Price Information”

(d)

Dividends. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Common Unit Market Price and Distribution Information—Distribution Information”

(e)

Prior Public Offerings. Not applicable.

(f)

Prior Stock Purchases. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“The Merger—Background of the Merger”

ITEM 3.

IDENTITY AND BACKGROUND OF FILING PERSON

Regulation M-A Item 1003

(a)

through (b) Name and Address; Business and Background of Entities. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger Agreement”

“Information Concerning the Partnership”

“Information Concerning the Hartree Filing Parties—Identity and Background of the Hartree Filing Parties”

ITEM 4.

TERMS OF THE TRANSACTION

Regulation M-A Item 1004

(a)

Material Terms. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Merger—Effects of the Merger”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

“The Merger—Purpose and Reasons of the Hartree Filing Parties for the Merger”

“The Merger—Primary Benefits and Detriments of the Merger”

“The Merger—Ownership of the Partnership After the Merger”

“The Merger—Financing of the Merger”

“The Merger—Provisions for Unaffiliated Unitholders”

“The Merger—No Appraisal Rights”

“The Merger Agreement”

“Certain Purchases and Sales of Common Units”

“Material U.S. Federal Income Tax Consequences of the Merger”

Annex A: Merger Agreement

(c)

Different Terms. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Merger—Effects of the Merger”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger—Financing of the Merger”

“The Merger—Provisions for Unaffiliated Unitholders”

“The Merger—No Appraisal Rights”

“The Merger Agreement”

Annex A: Merger Agreement

(d)

Appraisal Rights. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—No Appraisal Rights”

“Questions and Answers about the Merger”

“The Merger—No Appraisal Rights”

(e)

Provisions for Unaffiliated Security Holders. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“The Merger—Provisions for Unaffiliated Unitholders”

(f)

Eligibility for Listing or Trading. Not applicable.

ITEM 5.

PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Regulation M-A Item 1005

(a)

Transactions. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“Information Concerning the Partnership—About the Partnership”

“Information Concerning the Hartree Filing Parties—Identity and Background of the Hartree Filing Parties”

“Where You Can Find More Information”

Annex C: The Partnership’s Annual Report on Form 10-K for the Year Ended December 31, 2021

(b)

through (c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Merger—Effects of the Merger”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Financing of the Merger”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

“The Merger—Purpose and Reasons of the Hartree Filing Parties for the Merger”

“The Merger Agreement”

“Past Contacts, Transactions and Negotiations”

Annex A: Merger Agreement

Annex C: The Partnership’s Annual Report on Form 10-K for the Year Ended December 31, 2021

(e)

Agreements Involving the Subject Company’s Securities. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Merger—Effects of the Merger”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger Agreement”

“Common Unit Market Price and Distribution Information”

“Where You Can Find More Information”

Annex A: Merger Agreement

Annex C: The Partnership’s Annual Report on Form 10-K for the Year Ended December 31, 2021

ITEM 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Regulation M-A Item 1006

(a)

Purposes. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Merger—Effects of the Merger”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

“The Merger—Purpose and Reasons of the Hartree Filing Parties for the Merger”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

(b)

Use of Securities Acquired. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Merger—Effects of the Merger”

“The Merger—Financing of the Merger”

“The Merger—Primary Benefits and Detriments of the Merger”

“The Merger—Delisting and Deregistration of Common Units”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“Delisting and Deregistration”

Annex A: Merger Agreement

(c)

(1) through (8) Plans. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Merger—Effects of the Merger”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

“The Merger—Purpose and Reasons of the Hartree Filing Parties for the Merger”

“The Merger—Primary Benefits and Detriments of the Merger”

“The Merger—Financing of the Merger”

“Delisting and Deregistration”

“The Merger Agreement”

Annex A: Merger Agreement

ITEM 7.

PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

Regulation M-A Item 1013

(a)

Purposes. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Merger—Effects of the Merger”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

“The Merger—Purpose and Reasons of the Hartree Filing Parties for the Merger”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

(b)

Alternatives. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—No Solicitation by Partnership GP or the Partnership of Alternative Proposals”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Opinion of Financial Advisor to the Conflicts Committee”

“The Merger—Financial Advisor Discussion Materials Provided to Hartree Partners, LP”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

“The Merger—Purpose and Reasons of the Hartree Filing Parties for the Merger”

Annex B: Written Opinion of Jefferies to the Conflicts Committee

(c)

Reasons. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger”

“The Merger—Effects of the Merger”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Opinion of Financial Advisor to the Conflicts Committee”

“The Merger—Financial Advisor Discussion Materials Provided to Hartree Partners, LP”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

“The Merger—Purpose and Reasons of the Hartree Filing Parties for the Merger”

Annex B: Written Opinion of Jefferies to the Conflicts Committee

(d)

Effects. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Merger—Effects of the Merger”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

“The Merger—Purpose and Reasons of the Hartree Filing Parties for the Merger”

“The Merger—Financing of the Merger”

“The Merger—Primary Benefits and Detriments of the Merger”

“The Merger—Ownership of the Partnership After the Merger”

“The Merger—Delisting and Deregistration of Common Units”

“The Merger Agreement”

“Delisting and Deregistration”

“Material U.S. Federal Income Tax Consequences of the Merger”

Annex A: Merger Agreement

ITEM 8.

FAIRNESS OF THE TRANSACTION

Regulation M-A Item 1014

(a)

through (b) Fairness; Factors Considered in Determining Fairness. Evercore Group L.L.C. (“Evercore”) was not asked to deliver and did not deliver an opinion to Hartree, any of the Hartree Filing Parties or any other person as to the fairness, from a financial point of view or otherwise, of the consideration to be paid or received, as the case may be, in connection with the Merger. Evercore’s presentation dated May 14, 2022, was prepared for Hartree and does not constitute a recommendation to any unitholder with respect to the Merger Consideration or as to how to act in connection with the proposed Merger or any other matter.

The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Opinion of Financial Advisor to the Conflicts Committee”

“The Merger—Financial Advisor Discussion Materials Provided to Hartree Partners, LP”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

“The Merger—Purpose and Reasons of the Hartree Filing Parties for the Merger”

Annex B: Written Opinion of Jefferies to the Conflicts Committee

(c)

Approval of Security Holders. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Action Approved by Written Consent of Unitholders Representing a Unit Majority”

“Questions and Answers about the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger Agreement—Unitholder Approval”

(d)

Unaffiliated Representative. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Merger—Effects of the Merger”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Opinion of Financial Advisor to the Conflicts Committee”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger Agreement”

Annex B: Written Opinion of Jefferies to the Conflicts Committee

(e)

Approval of Directors. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

(f)

Other Offers. Not Applicable.

ITEM 9.

REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS

Regulation M-A Item 1015

(a)

through (b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The presentation materials prepared by Jefferies and provided to the Conflicts Committee, dated as of March 3, 2022, March 10, 2022, March 25, 2022, March 29, 2022, April 29, 2022 and June 2, 2022 are set forth as Exhibits (c)(2)-(c)(7) hereto and are incorporated herein by reference. The discussion materials prepared by Evercore and provided to Hartree, dated as of May 14, 2022, is set forth as Exhibit (c)(8) and is incorporated herein by reference. The materials prepared by PricewaterhouseCoopers LLP and provided to the Conflicts Committee, dated as of March 25, 2022, is set forth as Exhibit (c)(9) and is incorporated herein by reference.

The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Opinion of Financial Advisor to the Conflicts Committee”

“The Merger—Effects of the Merger”

“The Merger—Background of the Merger”

“The Merger—Opinion of Financial Advisor to the Conflicts Committee”

“The Merger—Financial Advisor Discussion Materials Provided to Hartree Partners, LP”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

“The Merger—Purpose and Reasons of the Hartree Filing Parties for the Merger”

“The Merger—Fees and Expenses”

“Where You Can Find More Information”

Annex B: Written Opinion of Jefferies to the Conflicts Committee

The written opinion of Jefferies is attached to the Information Statement as Annex B and is incorporated herein by reference.

(c)

Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal executive offices of the Partnership during its regular business hours by any interested equity security holder of Common Units or by any representative who has been so designated in writing.

ITEM 10.

SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

Regulation M-A Item 1007

(a)

through (b), (d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Merger Consideration”

“Summary Term Sheet—Conditions to Consummation of the Merger”

“Summary Term Sheet—Fees and Expenses”

“Summary Term Sheet—Financing of the Merger”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger—Regulatory Approvals and Clearances Required for the Merger”

“The Merger—Financing of the Merger”

“The Merger—Fees and Expenses”

“The Merger Agreement”

(c)

Expenses. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Fees and Expenses”

“The Merger—Financing of the Merger”

“The Merger—Fees and Expenses”

“The Merger Agreement—Expenses”

ITEM 11.

INTEREST IN SECURITIES OF THE SUBJECT COMPANY

Regulation M-A Item 1008

(a)

through (b) Securities Ownership; Securities Transactions. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger Agreement”

“Summary Term Sheet—The Merger”

“Summary Term Sheet—Treatment of Sprague Holdings Units, General Partner Interest and Incentive Distribution Rights”

“The Merger—Effects of the Merger”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger Agreement”

“Certain Purchases and Sales of Common Units”

“Delisting and Deregistration”

“Unit Ownership of Certain Beneficial Owners and Management”

ITEM 12.

THE SOLICITATION OR RECOMMENDATION

Regulation M-A Item 1012

(d)

Intent to Tender or Vote in a Going-Private Transaction. Not applicable.

(e)

Recommendations of Others. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger—Position of the Hartree Filing Parties as to the Fairness of the Merger”

“The Merger—Purpose and Reasons of the Hartree Filing Parties for the Merger”

“The Merger Agreement—Conditions to Consummation of the Merger”

ITEM 13.

FINANCIAL INFORMATION

Regulation M-A Item 1010

(a)

Financial Statements. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“The Merger—Effects of the Merger”

“Selected Historical Consolidated Financial Data”

“Where You Can Find More Information”

Annex C: The Partnership’s Annual Report on Form 10-K for the Year Ended December 31, 2021

The Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021 is incorporated herein by reference.

(b)

Pro Forma Information. The information set forth in the Information Statement under the following captions is incorporated herein by reference: Not applicable.

ITEM 14.

PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

Regulation M-A Item 1009

(a)

through (b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Merger—Background of the Merger”

“The Merger—Recommendation of the Conflicts Committee; Reasons for Recommending Approval of the Merger”

“The Merger—Opinion of Financial Advisor to the Conflicts Committee”

“The Merger—Financial Advisor Discussion Materials Provided to Hartree Partners, LP”

“The Merger—Interests of the Directors and Executive Officers of Partnership GP in the Merger”

“The Merger—Fees and Expenses”

ITEM 15.

ADDITIONAL INFORMATION

Regulation M-A Item 1011

(b)

Golden Parachute Compensation. Not applicable.

(c)

Other Material Information. The information set forth in the Information Statement, including all annexes thereto, is incorporated herein by reference.

ITEM 16.

EXHIBITS

Regulation M-A Item 1016

Exhibit No.		Description
(a)(1)		Information Statement of Sprague Resources LP (the “Information Statement”) (incorporated herein by reference to the Partnership’s Schedule 14C filed concurrently with the SEC).
(a)(2)		Notice of Action of Written Consent of Sprague Resources LP (incorporated herein by reference to the Information Statement).
(a)(3)		Press Release of Sprague Resources LP dated June 2, 2022 (incorporated herein by reference to Exhibit 99.1 to the Partnership’s Current Report on Form 8-K, filed June 2, 2022).
(b)		None.
(c)(1)		Opinion of Jefferies LLC (incorporated herein by reference to Annex B of the Information Statement).
(c)(2)		Presentation materials prepared by Jefferies LLC, dated March 3, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.
(c)(3)		Presentation materials prepared by Jefferies LLC, dated March 10, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.
(c)(4)		Presentation materials prepared by Jefferies LLC, dated March 25, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.
(c)(5)		Presentation materials prepared by Jefferies LLC, dated March 29, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.
(c)(6)		Presentation materials prepared by Jefferies LLC, dated April 29, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.
(c)(7)		Presentation materials prepared by Jefferies LLC, dated June 2, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.
(c)(8)		Presentation materials prepared by Evercore L.L.C., dated May 14, 2022, for each of the Hartree Filing Parties on a non-reliance basis.
(c)(9)		Materials prepared by PricewaterhouseCoopers LLP, dated March 25, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.
(d)		Agreement and Plan of Merger, dated as of June 2, 2022, by and among Sprague HP Holdings, LLC, Sparrow HP Merger Sub, LLC, Sprague Resources LP and Sprague Resources GP LLC (incorporated herein by reference to Annex A of the Information Statement).
(f)(1)		First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, dated as of October 30, 2013, (incorporated by reference to Exhibit 3.1 of Sprague Resources LP’s Current Report on Form 8-K filed November 5, 2013 (File No. 001-36137)).
(f)(2)		Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP dated as of October 30, 2013, effective December 20, 2017 (incorporated by reference to Exhibit 3.1 of Sprague Resources LP’s Current Report on Form 8-K filed December 20, 2017 (File No. 001-36137).
(f)(3)		Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP dated as of October 30, 2013, effective October 25, 2019 (incorporated by reference to Exhibit 3.1 of Sprague Resources LP’s Current Report on Form 8-K filed October 25, 2019 (File No. 001-36137)).
(f)(4)		Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP dated as of October 30, 2013, effective March 1, 2021 (incorporated by reference to Exhibit 3.3 of Sprague Resources LP’s Annual Report on Form 10-K filed March 4, 2021 (File No. 001-36137)).
(f)(5)		Composite copy of the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, dated as of October 30, 2013, as amended by Amendment No. 1, effective December 20, 2017, Amendment No. 2, effective October 25, 2019, and Amendment No. 3, effective March 1, 2021 (incorporated by reference to Exhibit 3.8 of Sprague Resources LP’s Annual Report on Form 10-K filed March 4, 2021 (File No. 001-36137)).
(g)		None.
107		Filing Fee Table.

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of July 7, 2022

	SPRAGUE RESOURCES LP

	By:	Sprague Resources GP LLC, its general partner

	By:	/s/ David Glendon
	Name:	David Glendon
	Title:	President & CEO

	SPRAGUE Resources GP LLC

	By:	/s/ David Glendon
	Name:	David Glendon
	Title:	President & CEO

	SPRAGUE HP HOLDINGS, LLC

	By:	Hartree Partners, LP, its sole member
	By:	Hartree Partners GP, LLC, its general partner

	By:	/s/ Stephen M. Hendel
	Name:	Stephen M. Hendel
	Title:	Authorized Signatory

	SPARROW HP MERGER SUB, LLC

	By:	Sprague HP Holdings, LLC, its sole member
	By:	Hartree Partners, LP, its sole member
	By:	Hartree Partners GP, LLC, its general partner

	By:	/s/ Stephen M. Hendel
	Name:	Stephen M. Hendel
	Title:	Authorized Signatory

	Hartree Partners, LP

	By:	Hartree Partners GP, LLC, its general partner

	By:	/s/ Stephen M. Hendel
	Name:	Stephen M. Hendel
	Title:	Authorized Signatory

	HARTREE PARTNERS GP, LLC

	By:	/s/ Stephen M. Hendel
	Name:	Stephen M. Hendel
	Title:	Authorized Signatory

Exhibit (c)(2)

Presentation to the Conflicts Committee of Sprague Resources GP LLC Discussion Materials March 3, 2022 / Confidential Jefferies LLC Member SIPC

Jefferies LLC March 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

Jefferies LLC March 2022 / Table of Contents Executive Summary 1 Initial Perspectives on the Proposed Transaction 5 Preliminary Perspectives on the Financial Model 10 Preliminary Financial Analysis 18 ii

Jefferies LLC March 2022 / Executive Summary 1

Jefferies LLC March 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 ◼ Proposed consideration of $16.50 per Common Unit implies an aggregate common unit equity purchase price of ~$110 MM ◼ Hartree noted in their letter that there is no interest in selling any of their Common Units or in pursuing other strategic alternatives for Sprague Proposed Transaction Structure Proposed Offer Economics SRLP Common Units Outstanding (MM) 26.2 Less: Common Units Held by Hartree (19.5) Publicly Held SRLP Common Units (MM) 6.7 Offer Price per SRLP Common Unit $16.50 Common Unit Equity Purchase Price ($ MM) $110.3 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 $110.3 MM in Cash ($16.50 per Common Unit) 6.7 MM SRLP Common Units 2

Jefferies LLC March 2022 / Summary of Process To-Date Date Action January 11, 2022 ◼ Sprague received the formal letter outlining Hartree’s proposal to purchase the publicly held common units of SRLP for $16.50 per Common Unit in cash January 11 – 22, 2022 ◼ Hartree’s proposal was delegated to the SRLP Conflicts Committee (the “Committee”) and the Committee engaged legal (Lathan & Watkins LLP) and financial (Jefferies LLC) advisors (collectively, the “Advisors”) January 31, 2022 ◼ Latham & Watkins and Jefferies submitted initial diligence requests to Sprague February 2, 2022 ◼ The Committee and its Advisors received a high-level business overview from Sprague in advance of a to-be-scheduled formal management presentation February 4, 2022 ◼ The Committee and its Advisors meet telephonically to discuss the process and initial observations on the business overview; the decision was made to hold off on the formal management presentation until Sprague had provided responses to the initial round of diligence requests February 18, 2022 ◼ Virtual Data Room (“VDR”) is opened to the Committee and its Advisors; the Advisors began a comprehensive review of the contents ◼ Sprague provides initial responses to the Advisors’ diligence requests March 3, 2022 ◼ Follow-up meeting between the Conflicts Committee and its Advisors to discuss perspectives on Sprague’s financial projections, recent market performance and preliminary valuation Chronology of Key Events Related to the Transaction 3

Jefferies LLC March 2022 / Follow-Up Diligence Items and Proposed Next Steps ◼ Board books and internal MD&A commentary for the last two years ◼ Summary of 2022 YTD performance relative to 2022B? ◼ Commentary on the expected or potential impacts to Sprague of the Ukraine / Russia conflict ─ Expected financial impact of higher commodities prices? ◼ Impact of increasing volatility in NE natural gas markets reflected in the projections? Current projections reflect natural gas volumes increasing and margins decreasing, which isn’t consistent with SRLP’s experience of being able to capture optimization opportunities. ◼ Additional detail on the projects (either specific projects or types of projects) underpinning the projected capex each year ◼ Explanation of modest growth capex plans which are inconsistent with rationale to reduce distributions ◼ Please provide support for the assumed $15.5 MM sales price for the Stamford terminal. What is this value based on and what are the assumed use of proceeds? Follow-Up Diligence Requests Proposed Next Steps ◼ Advisors to continue to advance diligence ◼ Submit follow-up diligence requests (Latham to coordinate) ◼ Schedule formal Management Presentation (Jefferies or Latham to coordinate) ─ In-person or virtual ─ Preferred location and dates ◼ Jefferies to request a financial model diligence call following the management presentation ◼ Set a date / time for weekly process update calls 4

Jefferies LLC March 2022 / Initial Perspectives on the Proposed Transaction 5

Jefferies LLC March 2022 / Proposed Transaction Overview Initial 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 per Draft 10-K. (1) Total debt includes capital lease obligations. (2) EBITDA projections per Sprague Management. SRLP units are currently trading at a premium to Hartree’s offer price of $16.50 per unit; indicating the market’s expectation that the terms of the take-private will be improved Initial Proposal Purchase Price per SRLP Common Unit $16.50 SRLP Common Units Held by Public (MM) 6.7 Common Unit Equity Purchase Price ($ MM) $110 Current Offer Price Purchase Price Metric Unit Price $16.50 Implied Premium / (Discount) to SRLP: Unit Price at Initial Proposal (as of 1/11/22) $15.28 8.0% Closing Unit Price (as of 2/25/22) 17.08 (3.4%) 10-Day VWAP (as of 1/11/22) 14.14 16.7% 20-Day VWAP (as of 1/11/22) 13.59 21.4% 30-Day VWAP (as of 1/11/22) 13.74 20.1% 90-Day VWAP (as of 1/11/22) 16.57 (0.4%) 52-Week High 29.43 (43.9%) 52-Week Low 12.31 34.0% IPO Unit Price (at 10/25/13) 18.00 (8.3%) Purchase Price $16.50 Fully Diluted Units Outstanding (MM) 26.2 Implied Total SRLP Equity Value $433 Plus: Total Debt (1) 692 Less: Cash & Cash Equivalents (1) Implied Total Enterprise Value $1,124 Implied Implied Transaction Statistics Metric (2) TEV Multiple Implied Transaction Total Enterprise Value / 2021E EBITDA $110.7 10.1x Implied Transaction Total Enterprise Value / 2022E EBITDA 110.2 10.2x 6

Jefferies LLC March 2022 / SRLP Historical Unit Price (Last Five Years) $- $5 $10 $15 $20 $25 $30 $35 2/24/17 12/25/17 10/25/18 8/25/19 6/24/20 4/24/21 2/22/22 SRLP Offer Price Offer Price Relative to Historical SRLP Unit Prices Unit Price Premium / (Discount) Offer Price $16.50 Current Price $17.08 (3.4%) 5-Year High $30.10 (45.2%) 5-Year Low $10.27 60.7% Source: Capital IQ. Offer Price: $16.50/unit $17.08 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 $16.64 to $17.72 7

Jefferies LLC March 2022 / Implied Premiums Sensitivity Illustrative Cash Consideration Per Publicly-Held SRLP Common Unit $16.50 $16.75 $17.00 $17.25 $17.50 $17.75 $18.00 $18.25 $18.50 Incremental Cash Consideration from Hartree ($MM) $- $1.7 $3.3 $5.0 $6.7 $8.4 $10.0 $11.7 $13.4 SRLP Unit Price at Initial Offer to the Committee (1) $15.28 Implied Premium / (Discount) to SRLP Unit Price at Offer 8.0% 9.6%11.3%12.9%14.5%16.2%17.8%19.4%21.1% SRLP Unit Price at Current Price (as of 2/25/22) $17.08 Implied Premium / (Discount) to SRLP Unit Price at Offer (3.4%)(1.9%)(0.5%)1.0% 2.5% 3.9% 5.4% 6.9% 8.3% Additional SRLP Premiums Analysis 10-Day VWAP (as of 1/11/22) $14.14 16.7%18.4%20.2%22.0%23.7%25.5%27.3%29.0%30.8% 20-Day VWAP (as of 1/11/22) $13.59 21.4%23.2%25.1%26.9%28.8%30.6%32.4%34.3%36.1% 30-Day VWAP (as of 1/11/22) $13.74 20.1%21.9%23.7%25.5%27.4%29.2%31.0%32.8%34.6% 90-Day VWAP (as of 1/11/22) $16.57 (0.4%)1.1% 2.6% 4.1% 5.6% 7.1% 8.6%10.1%11.6% 52-Week High $29.43 (43.9%)(43.1%)(42.2%)(41.4%)(40.5%)(39.7%)(38.8%)(38.0%)(37.1%) 52-Week Low $12.31 34.0%36.0%38.1%40.1%42.1%44.1%46.2%48.2%50.2% IPO Unit Price (at 10/25/13) $18.00 (8.3%)(6.9%)(5.6%)(4.2%)(2.8%)(1.4%) -% 1.4% 2.8% Analysis at Various Per Unit Offer Prices Source: Capital IQ. (1) Reflects SRLP unit price as of 1/11/22; acquisition proposal was announced after market close. Current Offer 8

Jefferies LLC March 2022 / Investor Commentary Investor Feedback on Hartree’s Proposal Many Investors Have Expressed Their Concerns In Response to Hartree’s $16.50/unit Proposal for Sprague “Here we go again with lowball offers for Sprague. I think the chart reflecting the market’s value of these scarce and long-lived assets tells us that generally Sprague is valued above $16.50 per share… It is nice to see that the manager of these assets sees lots of promise to create value from $16.50 per share. Needless to say current unit holders would like to participate in some of the benefits of even adequate management of Sprague's assets and capital. The proposed offer is clearly undervaluing the company. That such an offer is even on the table reflects poor management of Sprague over the last few years.” Investor 1 January 12, 2022 “I am writing as a long-term shareholder to urge the rejection of this acquisition proposal. For management and Hartree to crater the stock with a dividend cut ahead of an attempted acquisition is certainly unethical and hopefully will catch the ire of regulators as potentially manipulative as well. I will certainly be reaching out to the SEC on this matter. This kind of greedy attempt to rob shareholders had been attempted before and was fortunately avoided and the stock went much higher after the deal fell thru only to fall again following the dividend cut, conveniently setting the stage for a massive and ill-gotten transfer to Hartree at the expense of LPs. Hopefully a robbery can once again be thwarted.” Investor 3 January 11, 2022 “Warren identified himself as a Sprague unitholder and wanted to voice his displeasure for the current offer that was made. He notes he does not want to lose money if this proceeds. He noted he bought SRLP as a long term buy and hold company and should continue to pay distributions. He noted the recent purchase of SRLP by our CFO and that he will make money, whereas Mr. Sestokes will not. He also noted it seemed fishy that the new majority owner dropped the distribution rate and then decides to buy the remainder of the company. Mr. Sestokes noted he did not think what was happening was legal.” Investor 2 January 14, 2022 “The recent buyout offer by Hartree after the recent cut in dividend which dropped stock value is probably smart on their part! Reduction in Stock price of 30% because of Dividend reduction, would say the least be rather disconcerting to long term investors like myself! The board who votes on this is stacked to Hartree favor since they already own 75% but it isn’t right at this price, doesn’t value the company properly! As was stated by your board messages, reduction in dividend was to be able to grow with cash saved by not paying dividends?” Investor 4 January 13, 2022 9

Jefferies LLC March 2022 / Preliminary Perspectives on the Financial Model 10

Jefferies LLC March 2022 / Adjusted Gross Margin ($ MM) $113 $136 $118 $118 $119 $121 $122 $123 $20 $27 $21 $22 $23 $23 $22 $23 $17 $9 $11 $12 $12 $12 $12 $12 $150 $172 $150 $151 $154 $155 $157 $158 2019A 2020A 2021A 2022B 2023E 2024E 2025E 2026E US Terminals Kildair / Wintergreen (Fuel) Sprague PA Volumes (Bbls) 36,257 32,382 35,772 36,585 37,172 37,670 38,124 38,571 2019A 2020A 2021A 2022B 2023E 2024E 2025E 2026E Model Observations: Refined Products Segment Projection Methodology ◼ Projections for US Terminals assume varying growth rates by sub-segment: ─ Wholesale (1% p.a.), Commercial (3% p.a.), Residual divisions (-5% p.a.) ◼ Kildair / Wintergreen (Fuel) projections assume 2.5% p.a. growth in volumes and flat unit margins to 2022B for Export, HFO, Marine Bunker divisions ◼ Sprague PA projections assume volume growth for Commercial (3% p.a.), Residential (1% p.a.) and Energy Field Services (1% p.a.) with margins held flat to 2022B Source: Capital IQ. “Even more substantial are the emerging opportunities in the energy transition, whether it's liquid renewable fuels like biodiesel and renewable diesel or increased reliance upon solar or wind sources, we believe that Sprague is very well positioned to capitalize on these trends, just as we have in every energy transition over the last 150 years” “We're now seeing several northeastern states recognize this dynamic and passing legislation mandating higher use of renewables, which Sprague's extensive infrastructure and experience is well suited to serve. We're making capital investments across our extensive distribution system to provide higher bio blends and other lower carbon fuels to capture this demand.” David Glendon, President & CEO Q3 2021 Earnings Call Historical Forecast 11

Jefferies LLC March 2022 / Adjusted Gross Margin ($ MM) $16 $10 $18 $15 $15 $15 $15 $15 $38 $31 $47 $50 $50 $51 $51 $51 $54 $41 $66 $65 $65 $66 $66 $66 2019A 2020A 2021A 2022B 2023E 2024E 2025E 2026E Natural Gas Supply Natural Gas Marketing Volumes (Bbls) 62,266 55,746 55,122 60,000 61,200 62,424 63,672 64,946 2019A 2020A 2021A 2022B 2023E 2024E 2025E 2026E Model Observations: Natural Gas Segment Key Points ◼ Natural Gas Marketing projections assume a 2% p.a. growth rate for volumes and unit margins that decline from $0.83.MMBtu in 2022B to $0.79/MMBtu by 2026E ◼ Margin from Natural Gas Supply assumes a flat contribution of $15 MM per year ─ Natural Gas Supply gross margin has ranged from ~$9 MM (2015) to ~$20 MM (2016) in the past Source: Capital IQ. Historical Forecast “We're actively investigating the use of tankage at selected terminal locations for conversion to digesters for renewable natural gas production. Based on our initial analysis, we believe that several of our facilities are well suited, proximate to feedstock sources and with existing connections to natural gas pipeline infrastructure to present intriguing conversion prospects. Obviously, the existing tanks and our natural gas marketing capabilities round out the unique infrastructure advantages that Sprague possesses in entering this nascent market.” David Glendon, President & CEO Q3 2021 Earnings Call 12

Jefferies LLC March 2022 / Adjusted Gross Margin ($ MM) $23 $22 $21 $22 $23 $23 $24 $24 $11 $11 $11 $11 $11 $11 $11 $11 $2 $5 $3 $3 $3 $3 $4 $4 $2 $2 $2 $2 $2 $2 $2 $2 $3 $3 $3 $3 $3 $3 $4 $4 $4 $5 $5 $5 $5 $5 $5 $10 $13 $6 $8 $8 $9 $9 $9 $57 $56 $50 $54 $55 $56 $57 $58 2019A 2020A 2021A 2022B 2023E 2024E 2025E 2026E US Terminals: Liquid Bulk US Terminals: Dry Bulk US Terminals: Breakbulk / Heavy Lift US Terminals: Other Kildair: PC Lube Kildair: Asphalt Kildair: Other Model Observations: Materials Handling Segment Key Points ◼ Materials Handling (“MH”) US Terminals projections are based on assumed gross margins across Liquid Bulk, Dry Bulk, Breakbulk / Heavy Lift and Other ─ Primary drivers of growth are Asphalt (+2% CAGR) and Wind (30% CAGR) ◼ MH Kildair projections assume a 2.5% annual growth rate in adj. gross margin for each product Source: Capital IQ. Historical Forecast “Well, you've seen the materials handling is down a touch. Some of that is candidly just timing related issues depending on when cargoes land. Just to respond specifically to the windmills, there’s a lot of enthusiasm and potential projects on the drawing board for windmills off of the East Coast, but there's very little physical activity right now associated with that enthusiasm. So I think that will be a longer developing opportunity. I think it's potentially a very exciting opportunity for us. But I don't think you're going to see offshore wind components handled for a little bit of time. We have continued to handle some onshore components. But really, that activity hasn't grown as much as an enthusiasm for offshore.” David Glendon, President & CEO Q2 2021 Earnings Call 13

Jefferies LLC March 2022 / Adjusted Gross Margin ($ MM) $7 $6 $7 $8 $8 $8 $9 $9 2019A 2020A 2021A 2022B 2023E 2024E 2025E 2026E Model Observations: Other Segment Key Points ◼ Other operations segment primarily includes the marketing and distribution of coal out of Sprague’s Portland, Maine terminal ◼ Also includes certain commercial trucking activities conducted by Kildair ─ The segment accounted for less than 1% of Sprague’s annual net sales for the years 2019 - 2021 ◼ The Other segment projections assume a 1.0% annual decline rate in adjusted gross margin for coal and a 2.5% annual growth rate in adjusted gross margin for Wintergreen and other services Source: Capital IQ. “While all these development efforts in renewables present exciting growth opportunities to leverage Sprague's inherent advantages, we shouldn't lose sight of the continued prospects in long tail of our existing core business, with added benefits from Hartree's support, expertise and extensive network.” Historical Forecast David Glendon, President & CEO Q3 2021 Earnings Call 14

Jefferies LLC March 2022 / Capital Expenditures ($ MM) $8 $6 $12 $14 $10 $10 $10 $10 $6 $4 $2 $4 $5 $5 $5 $5 $14 $10 $14 $18 $15 $15 $15 $15 2019A 2020A 2021A 2022B 2023E 2024E 2025E 2026E Maintenance Capex Growth Capex Financial Project Summary: Management Base Case EBITDA ($ MM) Distributable Cash Flow ($ MM) Total Distributions ($ MM), Total Coverage and Distribution / Unit $56 $71 $65 $63 $66 $65 $66 $66 2019A 2020A 2021A 2022B 2023E 2024E 2025E 2026E $106 $117 $111 $110 $111 $110 $110 $110 $2 $2 $3 $106 $117 $111 $110 $112 $112 $112 $113 2019A 2020A 2021A 2022B 2023E 2024E 2025E 2026E Organic Growth EBITDA Incremental EBITDA from Growth Capex 0.8x 1.4x 1.4x 1.4x 1.4x 1.4x 1.1x 1.0x $67 $70 $58 $46 $46 $46 $46 $46 2019A 2020A 2021A 2022B 2023E 2024E 2025E 2026E $2.67 $1.74 $1.74 $1.74 $1.74 $1.74 $2.20 $2.67 Essentially flat during the projection period Projections are at, or near, historic levels despite the distribution cut to fund growth Distribution reduction of ~$24 MM per year 15

Jefferies LLC March 2022 / Management’s Messaging on Sprague’s Growth Potential Key Points ◼ Management’s public commentary on earnings calls have noted the significant amount of growth projects available to pursue with the Sprague platform – even going so far as to cut the distribution to fund those projects Public Commentary on Growth Potential Management’s Responses Regarding Growth “In wind energy, our Searsport terminal is positioned to be a critical part of the infrastructure, serving the burgeoning offshore market. Additionally, we're exploring the prospect of utilizing some of our tankage at terminal locations for conversion to digesters for renewable natural gas production. All of these opportunities highlight the ongoing value of our infrastructure and our experience in presenting compelling investment prospects… Given these attractive investment prospects, our Board continues to evaluate the distribution policy to more effectively balance current income and a sustainable growth trajectory for the business.” David C. Glendon August 5, 2021 “In the third quarter of 2021, the global tightness in natural gas inventories and attendant price escalation led to optimization opportunities that our team was able to capture…These strong results, coupled with the recent change to our distribution policy, better positions Sprague to capture the plethora of opportunities we're seeing in the current market. These take the form of both consolidation in our core markets as well as reconfiguration of our asset base to serve new energy markets… While most MLPs have made cuts to distributions for defensive purposes, ours is driven by a desire to go on offense in a market ripe with potential. We see great prospects to invest cash from operations in accretive growth projects while still delivering positive operating cash flow.” David C. Glendon November 4, 2021 “Target emerging opportunities in the energy transition, leveraging our asset base and customer franchise. As customers’ demand for lower carbon fuels increase, we will continue to source and provide energy products to meet that demand. We intend to expand our liquid renewable fuels offerings, such as biodiesel and renewable diesel, explore the generation and supply of renewable natural gas at our terminals, expand our program of installing solar panels on our infrastructure, and position for materials handling opportunities in the growing offshore wind market… Acquire additional terminals and marketing and distribution businesses that are accretive. We intend to grow our asset and customer base by acquiring additional marine and inland terminals (both refined products and materials handling) within and adjacent to the geographic markets we currently serve. We also intend to acquire additional refined products and natural gas marketing businesses that can leverage our existing investment in our logistics capabilities and customer service systems to further increase our cash flow.” SRLP Management Relating to SRLP’s business strategy, growth strategies, and objectives “Minimal growth projects in budget / baseline forecast. Longer-term prospects in offshore wind (Searsport) and nascent solar program... Potential for RNG at Everett, and potentially 1-2 tanks in Bridgeport. Addition of larger solar arrays in South Portland and Rensselaer. Potential investment in Searsport to support offshore wind installations.” SRLP Management Relating to identified growth projects by segment and repositioning of existing assets Historical & Projected Growth Capex (1) (1) Reflects base case management projections. $10 $7 $8 $35 $8 $6 $4 $2 $4 $5 $5 $5 $5 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022B 2023E 2024E 2025E 2026E Actual Forecast 16

Jefferies LLC March 2022 / EBITDA ($ MM) $4 $5 $5 $5 $5 $17 $24 $28 $34 $40 2022B 2023E 2024E 2025E 2026E Base Case Illustrative Growth Case $110 $112 $112 $112 $113 $110 $115 $120 $126 $133 2022B 2023E 2024E 2025E 2026E Base Case Illustrative Growth Case Growth Capital Expenditures ($ MM) Sprague Excess Cash Flow Provides Sizeable Growth Capex Opportunity Key Points ◼ The financial projections provided to the Committee contemplate ~$25 MM in total growth capex for 2022 to 2026 ─ The pace of capital spending is reflected in the relatively flat EBITDA profile; EBITDA is projected to grow at a CAGR of 0.6% over the next five years ◼ Illustratively, Jefferies has modeled the impact on SRLP’s EBITDA growth and capex profile of deploying the excess cash coverage to new projects at an assumed 6.0x build multiple ─ Our analysis highlights that SRLP can fund significantly more capex with cash flow, and it is a matter of management identifying opportunities Potential Cumulative Growth Capex: $143 MM Base Case Cumulative Growth Capex: $24 MM 17

Jefferies LLC March 2022 / Preliminary Financial Analysis 18

Jefferies LLC March 2022 / Financial Model Assumptions Summary Key Points ◼ As summarized earlier, Sprague provided Jefferies with financial projections reflecting Management’s “Base Case” view of the business ◼ While there is more diligence to complete, one of our observations is that Sprague is capable of fund more growth than is reflected in the projections ◼ In an effort to illustratively reflect the potential for incremental capex, Jefferies has created a second financial projection case that incorporates incremental capex at an assumed build multiple, with no capital attributed to specific opportunities ◼ EBITDA and Distributable Cash Flow: ─ Same assumptions as above ◼ Distribution Policy and Coverage: ─ Same assumptions as above ◼ Growth Capital Expenditures: ─ Illustratively assumes all excess cash coverage (DCF less Distributions) is allocated to growth projects at an assumed 6.0x capex multiple ◼ Volumes and Adjusted Gross Margin: ─ Model contemplates various annual growth / (decline) rates across business segments and commodities / products ◼ EBITDA and Distributable Cash Flow: ─ Operating expenses similarly modeled with annual growth rates across expense categories attributable to each segment ◼ Management expects to generate $1.5 MM in cost reductions in 2023 ($750k in Terminals, $750k in G&A) ─ Maintenance capex of $14 MM in 2022B is reduced to $10.1 MM in 2023E and held flat thereafter ◼ Distribution Policy and Coverage: ─ Distributions held flat at $1.74/unit throughout the projection period ─ Total coverage of ~1.4x throughout the projection period ◼ Growth Capital Expenditures / Acquisitions & Divestitures: ─ Growth capex of $4.2 MM in 2022B increases to $5 MM in 2023E and is held flat thereafter; all growth capex is allocated to US Terminals and IT ─ No acquisitions assumed ─ Model contemplates the divestiture of the Stamford terminal for $15.5 MM in 2023 Jefferies’ Illustrative Growth Case Base Case 19

Jefferies LLC March 2022 / SRLP DCF Projections SRLP EBITDA Projections SRLP Standalone Projections Sprague Resources Financial Summary – Base Case ($ MM, except per unit values) Key Points ◼ SRLP projections as provided by Sprague management on February 18, 2022 $110.2 $111.8 $111.6 $112.0 $112.7 2022B 2023E 2024E 2025E 2026E $63.0 $66.0 $65.3 $66.0 $66.5 2022B 2023E 2024E 2025E 2026E SRLP Financials 2022B 2023E 2024E 2025E 2026E EBITDA 110.2 $ 111.8 $ 111.6 $ 112.0 $ 112.7 $ Less: Cash Interest Expense (27.6) (29.3) (29.2) (28.8) (28.6) Less: Cash Taxes (5.2) (5.5) (5.4) (5.4) (5.5) Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.6) (13.3) (13.4) (13.5) (13.6) Less: Loss (gain) on Sale of Fixed Assets - - - - 0.0 Plus: Equity Based Compensation Expense 2.3 2.3 1.8 1.8 1.5 Plus: Other Non-Cash Adjustments - - - - 0.0 Distributable Cash Flow 63.0 $ 66.0 $ 65.3 $ 66.0 $ 66.5 $ LP Distributable Cash Flow 63.0 66.0 65.3 66.0 66.5 GP Distributable Cash Flow - - - - - Coverage Ratio 1.4x 1.4x 1.4x 1.4x 1.4x Distributed Cash Flow 45.5 $ 45.8 $ 46.0 $ 46.2 $ 46.4 $ Distribution to LP 45.5 45.8 46.0 46.2 46.4 Distribution to GP - - - - - Common Units Outstanding (MM) 26.2 26.4 26.5 26.6 26.8 LP DCF / Unit 2.40 $ 2.50 $ 2.46 $ 2.48 $ 2.48 $ LP Distribution / Unit 1.74 $ 1.74 $ 1.74 $ 1.74 $ 1.74 $ Total Capex 20.8 $ 18.3 $ 18.4 $ 18.5 $ 18.6 $ Total Debt 396.1 $ 365.8 $ 351.8 $ 337.4 $ 322.7 $ Total Debt (incl. Normalized W/C Facility Balance) 682.1 $ 655.9 $ 644.9 $ 633.4 $ 621.8 $ Total Debt / EBITDA 3.6x 3.3x 3.2x 3.0x 2.9x Total Debt (incl. Normalized W/C Facility Balance) / EBITDA 6.2x 5.9x 5.8x 5.7x 5.5x (1) Total debt including the average working capital facility balance each year. (1) 20

Jefferies LLC March 2022 / SRLP DCF Projections SRLP EBITDA Projections SRLP Standalone Projections Sprague Resources Financial Summary – Illustrative Growth Case ($ MM, except per unit values) Key Points ◼ Projections reflect Jefferies’ illustrative growth case as detailed previously $110.2 $115.4 $120.0 $125.8 $133.0 2022B 2023E 2024E 2025E 2026E $63.0 $69.5 $73.7 $79.8 $86.7 2022B 2023E 2024E 2025E 2026E SRLP Financials 2022B 2023E 2024E 2025E 2026E EBITDA 110.2 $ 115.4 $ 120.0 $ 125.8 $ 133.0 $ Less: Cash Interest Expense (27.6) (29.3) (29.2) (28.8) (28.6) Less: Cash Taxes (5.2) (5.5) (5.4) (5.4) (5.5) Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.6) (13.3) (13.4) (13.5) (13.6) Less: Loss (gain) on Sale of Fixed Assets - - - - 0.0 Plus: Equity Based Compensation Expense 2.3 2.3 1.8 1.8 1.5 Plus: Other Non-Cash Adjustments - - - - 0.0 Distributable Cash Flow 63.0 $ 69.5 $ 73.7 $ 79.8 $ 86.7 $ LP Distributable Cash Flow 63.0 69.5 73.7 79.8 86.7 GP Distributable Cash Flow - - - - - Coverage Ratio 1.4x 1.5x 1.6x 1.7x 1.9x Distributed Cash Flow 45.5 $ 45.8 $ 46.0 $ 46.2 $ 46.4 $ Distribution to LP 45.5 45.8 46.0 46.2 46.4 Distribution to GP - - - - - Common Units Outstanding (MM) 26.2 26.4 26.5 26.6 26.8 LP DCF / Unit 2.40 $ 2.64 $ 2.78 $ 3.00 $ 3.24 $ LP Distribution / Unit 1.74 $ 1.74 $ 1.74 $ 1.74 $ 1.74 $ Total Capex 34.1 $ 37.1 $ 41.1 $ 47.1 $ 53.9 $ Total Debt 396.1 $ 365.8 $ 351.8 $ 337.4 $ 322.7 $ Total Debt (incl. Normalized W/C Facility Balance) 682.1 $ 655.9 $ 644.9 $ 633.4 $ 621.8 $ Total Debt / EBITDA 3.6x 3.2x 2.9x 2.7x 2.4x Total Debt (incl. Normalized W/C Facility Balance) / EBITDA 6.2x 5.7x 5.4x 5.0x 4.7x (1) Total debt including the average working capital facility balance each year. (1) 21

Jefferies LLC March 2022 / Hartree Offer: $16.50 Preliminary Valuation Range – Sprague Resources LP Methodology Implied SRLP Unit Price ($/Unit) Assumptions DCF Analysis Discount rate range of 10.1% – 11.1%, terminal exit multiples of 9.5x – 11.5x 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. Premiums Paid Analysis (1) Discount rate range of 10.1% – 11.1%, terminal exit multiples of 9.5x – 11.5x Illustrative Growth Case Based on 2023E EV/EBITDA of 9.5x – 11.0x Based on 2022E EV/EBITDA of 10.0x – 11.5x Based on 2023E EV/EBITDA of 9.5x – 11.0x Base Case Illustrative Growth Case Base Case Selected Public Companies Analysis Based on 2022E EV/EBITDA of 10.0x – 11.5x $13.85 $13.63 $11.44 $15.44 $14.14 $15.66 $16.54 $16.36 $21.45 $18.15 $22.04 $20.53 $21.96 $22.98 $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Take-Private Precedent Transactions Discounted Cash Flows Discounted Cash Flows 2023E EBITDA 2023E EBITDA 2022E EBITDA Midpoint of 2022E Guidance 22

Exhibit (c)(3)

Presentation to the Conflicts Committee of Sprague Resources GP LLC Weekly Update Call March 10, 2022 / Confidential Jefferies LLC Member SIPC

Jefferies LLC March 2022 / Weekly Update Call Agenda March 10, 2022 ◼ General Process Update: ─ Jefferies ─ Latham ◼ Diligence Update: ─ Follow-up diligence requests submitted by Latham on Thursday, March 3rd ─ Board books and MD&A have been provided; currently awaiting responses on the other items ◼ Jefferies Discussion Materials (Following Pages): ─ SRLP trading performance relative to peers since the distribution cut on October 25, 2021 ─ Summary and observations on strategic initiatives as presented in the March 2022 Board materials ─ Discussion of follow-up questions for the Sprague management presentation ◼ Next Steps: ─ Committee availability for a formal management presentation 1

Jefferies LLC March 2022 / SRLP Trading Performance Since the Distribution Cut on 10/25/21 SRLP Trading Performance Relative to the Peer Group Since 10/24/21 50 60 70 80 90 100 110 120 10/24/21 11/15/21 12/8/21 12/30/21 1/22/22 2/13/22 3/8/22 SRLP SUN CAPL SPH BKEP GLP Peer Avg. (24%) (9%) (7%) +13% +4% +3% +1% (Indexed to 100) Implied SRLP Unit Price Adjusted for Average Performance of the Peer Group Since 10/24/21 ($/Unit) $10 $15 $20 $25 10/24/21 11/15/21 12/8/21 12/30/21 1/22/22 2/13/22 3/8/22 SRLP Implied SRLP $16.71 $22.13 +32% Source: Capital IQ. (1) Implied SRLP unit price calculated as SRLP unit price as of 10/24/21 multiplied by the average % change of the peer group. Absent a Distribution Cut and Turnover in the Investor Base, SRLP Could be Trading Above $22/Unit On average, the peer group is relatively flat vs. SRLP’s (24%) decline over the time period 2

Jefferies LLC March 2022 / Summary of Potential Acquisitions and Growth Projects Reflects Strategic Opportunities as Presented to the Board of Directors on March 1, 2022 Opportunity / Project Description / Commentary Financial Metrics Acquisition Opportunities [Redacted] ◼ Currently in negotiations regarding a potential acquisition of a Brooklyn-based distributor of heating oil, diesel, natural gas and electricity ◼ Transaction would offer material SG&A synergies and potential follow-on acquisition opportunities ◼ JEF Commentary: Unknown purchase price and consideration mix; acquisition opportunity is not contemplated in the financial projections despite QofE ongoing and potential April 2022 close Annual EBITDA of ~$20 MM Follow-On Acquisition Potential of ~$50 - $55 MM Growth Prospects / Energy Transition Opportunities Sprague Solar ◼ Sprague to establish solar business in which the company acts as a sales, EPC and service provider of solar across commercial and industrial segments in the U.S. and aggregates and sells the power to downstream customers ◼ Efforts to advance the solar business in 2022 include hiring engineers and project managers, finalizing the roll-out plan for Sprague Solar terminal network, establishing a solar legal entity, and installing solar tank projects ◼ JEF Commentary: Unclear how the solar opportunity is reflected in the financial projections No Explicit Financial Projections in Board Materials Offshore Wind ◼ Materials handling opportunity to utilize the Searsport Terminal to support the development of offshore wind projects in the Gulf of Maine (first projects expected as soon as late 2025) ◼ Sprague is actively engaged in maximizing the utilization of the Searsport Terminal and expect spill-over opportunity from southern New England projects by 2025 as state ports reach capacity ◼ JEF Commentary: Wind contributes Adj. GM of ~$350K in 2022B growing to ~$1 MM by 2026E in the financial model Renewable Diesel and Renewable Natural Gas ◼ Sprague was selected for exclusive negotiations with NYC as a provider of renewable diesel – initial commitment expected to be 5 MM Gal starting in April 2022, with potential growth to up to 15 MM Gal ◼ Placeholder in Board presentation for Hartree to provide an update on Renewable Natural Gas (“RNG”) Opportunities ◼ JEF Commentary: Unclear how renewable diesel and RNG opportunities are included in the financial projections Asset Sales / Terminal Optimization Efforts Stamford Terminal ◼ Received approval to modify the zoning classification to “Residential-High Density” and executed a PSA to sell the site to a residential real estate developer for a minimum sales price of $15.5 MM ─ Proceeds dependent on the number of approved residential rental units (300+ planned) ◼ JEF Commentary: Sprague management indicated proceeds would be used to repay debt Minimum Sales Price of $15.5 MM Everett Terminal ◼ Throughput contract with Aggregate Industries expired on 12/31/21 and parties could not agree on a contract renewal ◼ Sprague commissioned a feedstock study to assess the viability of converting the asset to RNG production; currently evaluating the prospect of obtaining permits for conversion to RNG ◼ JEF Commentary: Asset likely to be sold if unable to repurpose for RNG; financial impact of either option is not clear No Explicit Financial Projections in Board Materials Portland Terminal ◼ Recent changes to consolidate the workforce with S. Portland terminal and to change the product handling offerings have stabilized the terminal to generate ~$1.5 – $2.0 MM per year in pre-tax cash flow ◼ State has approach Sprague to gauge interest in selling the facility with the value expected at ~$15 – $20 MM, with Sprague retaining the right to handle bulk materials ◼ JEF Commentary: ~60x multiple of Potential Sales Price relative to the Potential Cash Flow Impact Potential Sales Price: $15 – $20 MM Potential Cash Flow Impact: ($250K) 3

Jefferies LLC March 2022 / Preliminary Question List for Management Presentation General ◼ Management’s stated rationale for the distribution cut was to provide incremental capital to invest in growth. Projected spending on growth in the model provided to the Conflicts Committee and Jefferies is well below the cash made available through the distribution cut ─ Why is there not spending commensurate with the distribution cut incorporated into the model? ─ Of the opportunities available to Sprague today as described in recent Board materials, which are most likely and actionable? ◼ Can management quantify or provide estimated timing for opportunities described in the Board materials, particularly for Solar, Offshore Wind and Renewable Gas / Renewable Diesel? ◼ Please provide a status update on the two acquisition opportunities recently discussed with the Board: ─ Is the impact of any acquisition reflected in the projections provided to the Conflicts Committee and Jefferies? If not, can the model be updated to reflect the standalone projections for the acquisition provided? ─ What is the likelihood of the follow-on terminal acquisition? What is the expected impact of that acquisition on the projections? ─ Are acquisitions intended to be funded with cash, debt or equity issuance? ◼ What criteria and strategic objectives are Management focused on when selecting potential acquisition targets? Are there other acquisitions under consideration beyond those in the Board materials? ◼ There is quite a bit of activity with regards to potential acquisitions and divestitures within the portfolio. Please provide additional context for how Management thinks about the evolving landscape and the overarching vision for Sprague as a platform Refined Products Segment Natural Gas Segment ◼ How are volumetric growth rates for each sub-segment with Refined Products estimated? Are there macro level assumptions applied to the segment or are the projections a “bottoms-up” build based on current customers and contracts? Similarly, what factors drive future estimated margins? ◼ Please comment on the major growth initiatives within the Refined Products segment, along with expected capital requirements and run-rate EBITDA contributions ◼ What are Management’s current plans with Sprague PA – both in terms of further integration into the broader Refined Products segment and in terms of expanding the platform now that it has been stabilized and is generating positive free cash flow? ─ Management notes the potential to aggressively pursue expansion, or to evaluate exit prospects ◼ What are the key risks associated with achieving the projections for this segment? ◼ How are volumetric growth rates for the Natural Gas Segment estimated? Are there macro level assumptions applied to the segment or are the projections a “bottoms-up” build based on current customers and contracts? Similarly, what factors drive future estimated margins? ◼ Please comment on the major growth initiatives within the Natural Gas segment, along with expected capital requirements and run-rate EBITDA contributions ◼ What is Sprague’s current RNG strategy and development timeline? ◼ Please provide additional detail on the segment’s sensitivity to commodity prices and how increasing natural gas market volatility is reflected in the base case financial projections ◼ What are the key risks associated with achieving the projections for this segment? 4

Jefferies LLC March 2022 / Preliminary Question List for Management Presentation (Cont’d) Materials Handling Segment Other Strategic Initiatives ◼ How are Adj. AGM growth rates for the Materials Handling Segment estimated? Are there macro level assumptions applied to the segment or are the projections a “bottoms-up” build based on current customers and contracts. Similarly, what factors drive future estimated margins? ◼ Please comment on the major growth initiatives within the Materials Handling segment, along with expected capital requirements and run-rate EBITDA contributions ◼ Please discuss the volatility in Wind’s historical contribution to Adj. GM and the rationale for the assumed growth rates going forward ◼ What are Management’s expectations for Wind after 2026? ◼ How is the potential impact of increased U.S. infrastructure spending reflected in the projections? Please comment on the magnitude of a potential upside case ◼ What are the key risks associated with achieving the projections for this segment? ◼ Please comment on the any other strategic initiatives or business segments being considered beyond those referenced in recent Board materials, along with expected capital requirements and run-rate EBITDA contributions ◼ Is the excess cash flow created from the distribution cut and asset sales adequate to fund all the opportunities Management believes are available? If not, would incremental debt likely be used to fund projections beyond available cash flow? ◼ What are the expected cash flow impacts of the Stamford and New Bedford terminal divestitures? 5

Exhibit (c)(4)

Presentation to the Conflicts Committee of Sprague Resources GP LLC Discussion Materials March 25, 2022 / Confidential Jefferies LLC Member SIPC

Jefferies LLC March 2022 / Table of Contents Executive Summary 1 Initial Perspectives on the Proposed Transaction 4 SRLP Growth Project Summary 8 Preliminary Financial Analysis 15 Appendix Valuation Support 22 Weighted Average Cost of Capital Analysis 29 ii

Jefferies LLC March 2022 / Executive Summary 1

Jefferies LLC March 2022 / Summary of Process To-Date Date Action January 11, 2022 ◼ Sprague received the formal letter outlining Hartree’s proposal to purchase the publicly held common units of SRLP for $16.50 per Common Unit in cash January 11 – 22, 2022 ◼ Hartree’s proposal was delegated to the SRLP Conflicts Committee (the “Committee”) and the Committee engaged legal (Lathan & Watkins LLP) and financial (Jefferies LLC) advisors (collectively, the “Advisors”) January 31, 2022 ◼ Latham & Watkins and Jefferies submitted initial diligence requests to Sprague February 2, 2022 ◼ The Committee and its Advisors received a high-level business overview from Sprague in advance of a to-be-scheduled formal management presentation February 4, 2022 ◼ The Committee and its Advisors meet telephonically to discuss the process and initial observations on the business overview; the decision was made to hold off on the formal management presentation until Sprague had provided responses to the initial round of diligence requests February 18, 2022 ◼ Virtual Data Room (“VDR”) is opened to the Committee and its Advisors; the Advisors began a comprehensive review of the contents ◼ Sprague provides initial responses to the Advisors’ diligence requests March 3, 2022 ◼ Follow-up meeting between the Conflicts Committee and its Advisors to discuss perspectives on Sprague’s financial projections, recent market performance and preliminary valuation March 15, 2022 ◼ Presentation from Sprague management to the Committee and its Advisors; Sprague management agreed to provide financial projections for a “growth case” that includes all identified potential projects March 17, 2022 ◼ The Committee and its Advisors received the growth case financial forecast Chronology of Key Events Related to the Transaction 3

Jefferies LLC March 2022 / Initial Perspectives on the Proposed Transaction 4

Jefferies LLC March 2022 / Proposed Transaction Overview Initial Proposal Purchase Price per SRLP Common Unit $16.50 SRLP Common Units Held by Public (MM) 6.7 Common Unit Equity Purchase Price ($ MM) $110 Current Offer Price Purchase Price Metric Unit Price $16.50 Implied Premium / (Discount) to SRLP: Unit Price at Initial Proposal (as of 1/11/22) $15.28 8.0% Closing Unit Price (as of 3/18/22) 16.36 0.9% 10-Day VWAP (as of 1/11/22) 14.14 16.7% 20-Day VWAP (as of 1/11/22) 13.59 21.4% 30-Day VWAP (as of 1/11/22) 13.74 20.1% 90-Day VWAP (as of 1/11/22) 16.57 (0.4%) 52-Week High 29.43 (43.9%) 52-Week Low 12.31 34.0% IPO Unit Price (at 10/25/13) 18.00 (8.3%) Purchase Price $16.50 Fully Diluted Units Outstanding (MM) 26.2 Implied Total SRLP Equity Value $433 Plus: Total Debt (1) 692 Less: Cash & Cash Equivalents (1) Implied Total Enterprise Value $1,124 Implied Implied Transaction Statistics Metric (2) TEV Multiple Implied Transaction Total Enterprise Value / 2021A EBITDA $110.7 10.1x Implied Transaction Total Enterprise Value / 2022E EBITDA 110.2 10.2x Initial Offer Analysis ($ MM, except per unit values) Source: Sprague Management, Public filings, Wall Street research, Capital IQ. Balance sheet data as of 12/31/21 per Draft 10-K. (1) Total debt includes capital lease obligations and a normalized working capital facility balance. (2) EBITDA projections per Sprague Management. 5

Jefferies LLC March 2022 / SRLP Historical Unit Price (Last Five Years) $- $5 $10 $15 $20 $25 $30 $35 3/17/17 1/15/18 11/16/18 9/16/19 7/17/20 5/17/21 3/18/22 SRLP Offer Price Offer Price Relative to Historical SRLP Unit Prices Unit Price Premium / (Discount) Offer Price $16.50 — Current Price $16.36 0.9% 5-Year High $30.10 (45.2%) 5-Year Low $10.27 60.7% Source: Capital IQ as of 3/18/22. Offer Price: $16.50/unit $16.36 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 $16.36 to $17.72 6

Jefferies LLC March 2022 / Implied Premiums Sensitivity Illustrative Cash Consideration Per Publicly-Held SRLP Common Unit $16.50 $17.50 $18.50 $19.50 $20.50 $21.50 $22.50 $23.50 $24.50 Incremental Cash Consideration from Hartree ($MM) $- $6.7 $13.4 $20.1 $26.7 $33.4 $40.1 $46.8 $53.5 SRLP Unit Price at Initial Offer to the Committee (1) $15.28 Implied Premium / (Discount) to SRLP Unit Price at Offer 8.0% 14.5% 21.1% 27.6% 34.2% 40.7% 47.3% 53.8% 60.3% SRLP Unit Price at Current Price (as of 3/18/22) $16.36 Implied Premium / (Discount) to SRLP Unit Price at Offer 0.9% 7.0% 13.1% 19.2% 25.3% 31.4% 37.5% 43.6% 49.8% Additional SRLP Premiums Analysis 10-Day VWAP (as of 1/11/22) $14.14 16.7% 23.7% 30.8% 37.9% 45.0% 52.0% 59.1% 66.2% 73.2% 20-Day VWAP (as of 1/11/22) $13.59 21.4% 28.8% 36.1% 43.5% 50.8% 58.2% 65.6% 72.9% 80.3% 30-Day VWAP (as of 1/11/22) $13.74 20.1% 27.4% 34.6% 41.9% 49.2% 56.5% 63.8% 71.0% 78.3% 90-Day VWAP (as of 1/11/22) $16.57 (0.4%) 5.6% 11.6% 17.7% 23.7% 29.8% 35.8% 41.8% 47.9% 52-Week High $29.43 (43.9%)(40.5%)(37.1%)(33.7%)(30.3%)(26.9%)(23.5%)(20.1%)(16.7%) 52-Week Low $12.31 34.0% 42.1% 50.2% 58.4% 66.5% 74.6% 82.7% 90.8% 99.0% IPO Unit Price (at 10/25/13) $18.00 (8.3%)(2.8%) 2.8% 8.3% 13.9% 19.4% 25.0% 30.6% 36.1% Analysis at Various Per Unit Offer Prices Source: Capital IQ as of 3/18/22. (1) Reflects SRLP unit price as of 1/11/22; acquisition proposal was announced after market close. Current Offer 7

Jefferies LLC March 2022 / SRLP Growth Project Summary 8

Jefferies LLC March 2022 / Growth Project Summary Key Points ◼ Sprague Management provided discrete projections for each of the actionable growth projects and potential acquisitions that had previously been presented to the SRLP Board ◼ Based on Sprague Management’s guidance, risking was applied to each of the opportunities to account for the probability that certain acquisitions / projects may not materialize ◼ In total, on an un-risked basis, Sprague Management provided projections for growth projects that would require an incremental ~$188 MM of capital and would contribute ~$65 MM of run-rate EBITDA ◼ On a risked, expected value basis, the projections contemplate ~$83 MM of incremental capex and ~$30 MM of run-rate EBITDA Un-Risked Growth Project Economics ($ MM) Risked Growth Project Economics ($ MM) Risking Methodology Project Acquisition 1 Solar Offshore Wind Bio-Refinery Wood Pellets Risking % 50% 50% 50% 25% 25% Source: SRLP Management Projections. $1 $24 $31 $40 $44 $50 $59 $62 $63 $64 $66 $94 $9 $7 $10 $0 $30 $35 $0 $0 $0 $0 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E EBITDA Capex $0 $12 $15 $20 $22 $25 $28 $29 $30 $30 $31 $47 $5 $3 $3 $0 $15 $9 $0 $0 $0 $0 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E EBITDA Capex 9

Jefferies LLC March 2022 / Growth Project Detail: Acquisition 1 50% Probability Key Points ◼ Acquisition 1 is a competitor of Sprague’s in the New York area ◼ Represents a key strategic bolt-on acquisition for Sprague’s Refined Products segment ◼ Sprague Management has been in dialogue with Acquisition 1 for a year on a potential sale to Sprague for ~$90 MM at 4.5x ◼ Currently preparing a quality of earnings report, but initial estimates show $20 MM of earnings with $5 MM in synergy potential Un-risked Growth Case Financial Projections ($ MM) Risked Growth Case Financial Projections ($ MM) Source: SRLP Management Projections. EBITDA Capital Expenditures $- $20.0 $22.5 $25.0 $25.0 $25.0 $25.0 $25.0 $25.0 $25.0 $90.0 $0.4 $0.4 $0.4 $0.4 $0.4 $0.4 $0.4 $0.4 $0.4 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E $- $10.0 $11.3 $12.5 $12.5 $12.5 $12.5 $12.5 $12.5 $12.5 $45.0 $0.2 $0.2 $0.2 $0.2 $0.2 $0.2 $0.2 $0.2 $0.2 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 10

Jefferies LLC March 2022 / Growth Project Detail: Solar 50% Probability Key Points ◼ Sprague aspires to become a leading sales, EPC, and service provider in solar across multiple commercial and industrial segments in the U.S. ◼ Terminal opportunity remains as a short-term goal, while the retail downstream and EPC business is further out ◼ 2022 initiatives include sourcing of solar panels and inverters for next phase of projects, establishment of a solar legal entity, entity development and soft launch of solar tanks and community solar program, and incremental scaling of business as required ◼ At more than a >20 MW capacity, Sprague expects to generate >$3 MM in revenue annually ─ ~$20 MM capital investment Un-risked Growth Case Financial Projections ($ MM) Risked Growth Case Financial Projections ($ MM) Source: SRLP Management Projections. EBITDA Capital Expenditures $0.7 $3.8 $8.1 $11.5 $15.0 $17.0 $19.1 $21.2 $22.2 $23.3 $4.1 $9.0 $6.3 $- $- $- $- $- $- $- 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E $0.4 $1.9 $4.1 $5.8 $7.5 $8.5 $9.5 $10.6 $11.1 $11.6 $2.0 $4.5 $3.2 $- $- $- $- $- $- $- 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 11

Jefferies LLC March 2022 / Growth Project Detail: Offshore Wind 50% Probability Key Points ◼ Sprague has historically handled onshore business in wind, but growth in the wind sector lies primarily in offshore wind ◼ Sprague’s offshore wind project is advancing towards trial of first floating units ─ Currently negotiating a term sheet for first unit construction and launch from Searsport terminal ─ Construction expected to begin in Q2 2023 with completion in 2024 with an option to extend timeline ─ Expected pad rentals profit generation of $2.5 MM over 3 years in addition to the leasehold improvement of about $850K ─ Ability to earn additional revenue by providing loading services of components to barge Un-risked Growth Case Financial Projections ($ MM) Risked Growth Case Financial Projections ($ MM) Source: SRLP Management Projections. EBITDA Capital Expenditures $- $- $- $0.3 $1.0 $5.0 $5.0 $5.4 $5.0 $5.0 $- $- $- $- $- $30.0 $- $- $- $- 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E $- $- $- $0.2 $0.5 $2.5 $2.5 $2.7 $2.5 $2.5 $- $- $- $- $- $15.0 $- $- $- $- 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 12

Jefferies LLC March 2022 / Growth Project Detail: Bio-Refinery 25% Probability Key Points ◼ Sprague is targeting the construction of a wood bio- mass refinery in inland Maine ─ Infrastructure capital requirement of ~$10 MM ─ Currently of the opinion that the market size does not support the build ─ 5-year timeline in best case scenario ◼ New York City had selected Sprague for exclusive negotiations concerning widespread use of renewable diesel by city agencies ─ Discussions protracted due to several issues including pricing, disagreement on volume optionality, and city’s position on tax credits ─ Recent progress on commitment for 5 MM gallons beginning April 1st Un-risked Growth Case Financial Projections ($ MM) Risked Growth Case Financial Projections ($ MM) Source: SRLP Management Projections. EBITDA Capital Expenditures $- $- $- $3.0 $3.1 $3.2 $3.2 $3.3 $3.4 $3.5 $- $- $- $10.0 $- $- $- $- $- $- 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E $- $- $- $0.8 $0.8 $0.8 $0.8 $0.8 $0.8 $0.9 $- $- $- $2.5 $- $- $- $- $- $- 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 13

Jefferies LLC March 2022 / Growth Project Detail: Wood Pellets 25% Probability Key Points ◼ Historically, major pellet manufacturing and export facilities have been built in FL, LA, GA, and VA ◼ Sprague has engaged in conversations with multiple market players from the largest power plant in the UK about using Searsport and Portland for pellet export ◼ Goal is to redeploy papermill biomass resources to pellet production for transport to the port ◼ Sprague spent ~$125K for front end engineering design to build out 2 silos capable of exporting 30,000 ton shipments ─ $35 MM capital spend ─ Targeting a 5-year timeline ◼ Concerns exist on market size capable of supporting build at this moment in time Un-risked Growth Case Financial Projections ($ MM) Risked Growth Case Financial Projections ($ MM) Source: SRLP Management Projections. EBITDA Capital Expenditures $- $- $- $- $- $- $7.0 $7.2 $7.4 $7.5 $- $- $- $- $- $- $35.0 $- $- $- 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E $- $- $- $- $- $- $1.8 $1.8 $1.8 $1.9 $- $- $- $- $- $- $8.8 $- $- $- 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 14

Jefferies LLC March 2022 / Preliminary Financial Analysis 15

Jefferies LLC March 2022 / SRLP Standalone Projections SRLP DCF Projections SRLP EBITDA Projections Sprague Resources Financial Summary – Base Case ($ MM, except per unit values) Key Points ◼ SRLP projections as provided by Sprague management on February 18, 2022 (1) Total debt including the average working capital facility balance each year. (1) SRLP Financials 2022E 2023E 2024E 2025E 2026E EBITDA 110.2 $ 111.8 $ 111.6 $ 112.0 $ 112.7 $ Less: Cash Interest Expense (27.6) (29.3) (29.2) (28.8) (28.6) Less: Cash Taxes (5.2) (5.5) (5.4) (5.4) (5.5) Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.6) (13.3) (13.4) (13.5) (13.6) Less: Loss (Gain) on Sale of Fixed Assets - - - - 0.0 Plus: Equity Based Compensation Expense 2.3 2.3 1.8 1.8 1.5 Plus: Other Non-Cash Adjustments - - - - 0.0 Distributable Cash Flow 63.0 $ 66.0 $ 65.3 $ 66.0 $ 66.5 $ LP Distributable Cash Flow 63.0 66.0 65.3 66.0 66.5 GP Distributable Cash Flow - - - - - Coverage Ratio 1.4x 1.4x 1.4x 1.4x 1.4x Distributed Cash Flow 45.5 $ 45.8 $ 46.0 $ 46.2 $ 46.4 $ Distribution to LP 45.5 45.8 46.0 46.2 46.4 Distribution to GP - - - - - Common Units Outstanding (MM) 26.2 26.4 26.5 26.6 26.8 LP DCF / Unit 2.40 $ 2.50 $ 2.46 $ 2.48 $ 2.48 $ LP Distribution / Unit 1.74 $ 1.74 $ 1.74 $ 1.74 $ 1.74 $ Total Capex 20.8 $ 18.3 $ 18.4 $ 18.5 $ 18.6 $ Total Debt 396.1 $ 365.8 $ 351.8 $ 337.4 $ 322.7 $ Total Debt (incl. Normalized W/C Facility Balance) 682.1 $ 655.9 $ 644.9 $ 633.4 $ 621.8 $ Total Debt / EBITDA 3.6x 3.3x 3.2x 3.0x 2.9x Total Debt (incl. Normalized W/C Facility Balance) / EBITDA 6.2x 5.9x 5.8x 5.7x 5.5x $110.2 $111.8 $111.6 $112.0 $112.7 2022E 2023E 2024E 2025E 2026E $63.0 $66.0 $65.3 $66.0 $66.5 2022E 2023E 2024E 2025E 2026E 17

Jefferies LLC March 2022 / SRLP DCF Projections SRLP EBITDA Projections SRLP Financial Projections Sprague Resources Financial Summary – Risked Growth Case ($ MM, except per unit values) Key Points ◼ Projections reflect Base Case as provided by Sprague Management with the inclusion of the risked growth opportunities (1) Total debt including the average working capital facility balance each year. (1) SRLP Financials 2022E 2023E 2024E 2025E 2026E EBITDA 110.5 $ 123.7 $ 126.9 $ 131.9 $ 134.8 $ Less: Cash Interest Expense (27.6) (31.3) (31.1) (30.2) (29.1) Less: Cash Taxes (5.2) (5.5) (5.4) (5.4) (5.5) Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.7) (15.1) (15.6) (16.3) (16.7) Less: Loss (Gain) on Sale of Fixed Assets - - - - 0.0 Plus: Equity Based Compensation Expense 2.3 2.3 1.8 1.8 1.5 Plus: Other Non-Cash Adjustments - - - - 0.0 Distributable Cash Flow 63.3 $ 74.1 $ 76.6 $ 81.8 $ 85.0 $ LP Distributable Cash Flow 63. 3 74. 1 76. 6 81. 8 85. 0 GP Distributable Cash Flow - - - - - Coverage Ratio 1.4x 1.6x 1.7x 1.8x 1.8x Distributed Cash Flow 45.5 $ 45.8 $ 46.0 $ 46.2 $ 46.4 $ Distribution to LP 45.5 45.8 46.0 46.2 46.4 Distribution to GP - - - - - Common Units Outstanding (MM) 26.2 26.4 26.5 26.6 26.8 LP DCF / Unit 2.41 $ 2.81 $ 2.89 $ 3.07 $ 3.17 $ LP Distribution / Unit 1.74 $ 1.74 $ 1.74 $ 1.74 $ 1.74 $ Total Capex 67.9 $ 24.4 $ 23.6 $ 23.6 $ 21.5 $ Total Debt 442.9 $ 408.7 $ 386.5 $ 358.5 $ 325.2 $ Total Debt (incl. Normalized W/C Facility Balance) 728.8 $ 698.8 $ 679.5 $ 654.5 $ 624.2 $ Total Debt / EBITDA 4.0x 3.3x 3.0x 2.7x 2.4x Total Debt (incl. Normalized W/C Facility Balance) / EBITDA 6.6x 5.6x 5.4x 5.0x 4.6x $110.5 $123.7 $126.9 $131.9 $134.8 2022E 2023E 2024E 2025E 2026E $63.3 $74.1 $76.6 $81.8 $85.0 2022E 2023E 2024E 2025E 2026E 18

Jefferies LLC March 2022 / Base Case Financial Projections Summary Summary Comparison of Sprague Management’s Base Case and Risked Growth Case Key Points ◼ Base Case reflects Management’s views on the Company’s status quo operations ◼ Risked Growth Case contemplates the financial impact of the growth opportunities layered into the Company’s status quo projections with the application of the Company’s risking methodology to the growth opportunities Adj. EBITDA ($ MM) Distributable Cash Flow ($ MM) Total Capital Expenditures ($ MM) Distributions Paid ($ MM) and Total Coverage (x) Source: SRLP Management Projections. Risked Growth Case 1.4x 1.4x 1.4x 1.4x 1.4x 1.4x 1.8x 1.8x 1.7x 1.6x $110 $112 $112 $112 $113 $111 $124 $127 $132 $135 2022E 2023E 2024E 2025E 2026E $63 $66 $65 $66 $66 $63 $74 $77 $82 $85 2022E 2023E 2024E 2025E 2026E $21 $18 $18 $19 $19 $68 $24 $24 $24 $21 2022E 2023E 2024E 2025E 2026E $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 2022E 2023E 2024E 2025E 2026E 19

Jefferies LLC March 2022 / $13.85 $20.39 $15.34 $18.45 $14.14 $15.80 $15.66 $16.54 $16.36 $29.46 $22.95 $25.52 $20.53 $22.12 $21.96 $22.98 $- $10.00 $20.00 $30.00 $40.00 Take-Private Precedent Transactions Risked Growth Case Base Case Risked Growth Case Base Case Risked Growth Case Base Case Midpoint of 2022E Guidance Hartree Offer: $16.50 Preliminary Valuation Range – Sprague Resources LP Methodology Implied SRLP Unit Price ($/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 7.5% – 8.5%, 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 7.5% – 8.5%, terminal exit multiples of 9.5x – 11.5x Premiums Paid Analysis (1) TEV / 2023E EBITDA 20

Jefferies LLC March 2022 / Appendix 21

Jefferies LLC March 2022 / Valuation Support 22

Jefferies LLC March 2022 / Share / Unit Price Total '22E-'24E Price on vs. LTM Equity Market Enterprise EV / EBITDA Distribution Yield EBITDA Company 3/18/22 High Low Value Value(1) 2022E 2023E Current 2022E CAGR Sunoco LP 41.21 $ 87.8% 133.7% 4,125 $ 8,414 $ 10.4x 9.9x 8.0% 8.0% 3.1% Global Partners LP 26.68 95.3% 137.2% 907 2 ,654 10.4x 10.1x 8.8% 8.8% N/A Suburban Propane Partners, L.P. 1 5.13 92.3% 109.4% 953 2 ,252 8.2x 8.0x 8.6% 9.1% 1.0% CrossAmerica Partners LP 1 9.68 84.7% 114.0% 746 1 ,543 9.7x 9.2x 10.7% 10.9% N/A Blueknight Energy Partners, L.P. 3 .36 78.9% 112.0% 141 490 9.9x NA 5.1% 4.8% N/A Average 9.7x 9.3x 8.2% 8.3% 2.0% Median 9.9x 9.6x 8.6% 8.8% 2.0% Sprague Resources LP 16.36 $ 55.6% 132.9% 429 $ 1,120 $ 10.2x 10.0x 10.6% 10.6% 0.6% 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, capital leases, and the normalized working capital facility balance over the last the last two years. EBITDA estimates reflect Base Case projections 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 ($691) $434 - $603 $16.54 - $22.98 2022E Base Case 110 10.0x - 11.5x 1,102 - 1,267 (691) 411 - 576 15.66 - 21.96 2022E Risked Growth Case 111 10.0x - 11.5x 1,105 - 1,271 (691) 414 - 580 15.80 - 22.12 2023E Base Case 112 9.5x - 11.0x 1,062 - 1,230 (691) 371 - 539 14.14 - 20.53 2023E Risked Growth Case 124 9.5x - 11.0x 1,175 - 1,361 (691) 484 - 670 18.45 - 25.52 23

Jefferies LLC March 2022 / Discount Rate 7.5% 8.0% 8.5% Terminal EBITDA Multiple 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 2026E EBITDA 112.7 $ 112.7 $ 112.7 $ 112.7 $ 112.7 $ 112.7 $ 112.7 $ 112.7 $ 112.7 $ Terminal Value 1,071.0 $ 1,183.7 $ 1,296.5 $ 1,071.0 $ 1,183.7 $ 1,296.5 $ 1,071.0 $ 1,183.7 $ 1,296.5 $ PV of Terminal Value 747.1 $ 825.8 $ 904.4 $ 730.0 $ 806.9 $ 883.7 $ 713.3 $ 788.4 $ 863.5 $ PV of Free Cash Flow 388.6 388.6 388.6 384.3 384.3 384.3 380.1 380.1 380.1 Implied Enterprise Value 1,135.7 $ 1,214.4 $ 1,293.0 $ 1,114.3 $ 1,191.2 $ 1,268.0 $ 1,093.5 $ 1,168.6 $ 1,243.6 $ Implied Equity Value 444.7 523.4 602.0 423.3 500.2 577.0 402.5 477.6 552.6 Implied Per Unit Value 16.95 $ 19.95 $ 22.95 $ 16.14 $ 19.06 $ 21.99 $ 15.34 $ 18.20 $ 21.07 $ Discounted Cash Flow Analysis – Base Case ($ MM, except per unit amounts) Source: SRLP Management Projections. (1) Total debt includes the acquisition facility, capital leases, and the normalized working capital facility balance over the last the last two years. (1) For the Years Ending December 31, Terminal 2022E 2023E 2024E 2025E 2026E Value Adjusted EBITDA 110.2 $ 111.8 $ 111.6 $ 112.0 $ 112.7 $ Terminal EBITDA 112.7 $ Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.6) (13.3) (13.4) (13.5) (13.6) Less: Growth Capital Expenditures (4.2) (5.0) (5.0) (5.0) (5.0) Terminal Exit Multiple 10.5x Free Cash Flow 89.4 $ 93.4 $ 93.1 $ 93.5 $ 94.1 $ Terminal Value 1,183.7 $ Discount Period (Mid-Period Convention) 0.500 1.500 2.500 3.500 4.500 5.000 7.5% Discount Rate PV of Free Cash Flow 86.2 $ 83.9 $ 77.8 $ 72.6 $ 68.1 $ PV of Terminal Value 825.8 $ Implied Enterprise Value 1,214.4 $ 8.5% Discount Rate PV of Free Cash Flow 85.8 $ 82.7 $ 76.0 $ 70.3 $ 65.3 $ PV of Terminal Value 788.4 $ Implied Enterprise Value 1,168.6 $ Discount Rate Range 7.5% - 8.5% Sum of PV of Interim FCF $388.6 - $380.1 PV of Terminal Value 825.8 - 788.4 Implied Enterprise Value $1,214.4 - $1,168.6 Implied Enterprise Value $1,214.4 $1,168.6 Less: Total Debt (691.7) - (691.7) Less: Preferred Equity 0.0 - 0.0 Plus: Cash & Cash Equivalents 0.7 - 0.7 Implied Equity Value $523.4 - $477.6 Divided by: Fully Diluted Units Outstanding 26.2 - 26.2 Implied Unit Value $19.95 - $18.20 24

Jefferies LLC March 2022 / Discounted Cash Flow Analysis – Risked Growth Case ($ MM, except per unit amounts) Source: SRLP Management Projections. (1) Total debt includes the acquisition facility, capital leases, and the normalized working capital facility balance over the last the last two years. (1) For the Years Ending December 31, Terminal 2022E 2023E 2024E 2025E 2026E Value Adjusted EBITDA 110.5 $ 123.7 $ 126.9 $ 131.9 $ 134.8 $ Terminal EBITDA 134.8 $ Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.7) (15.1) (15.6) (16.3) (16.7) Less: Growth Capital Expenditures (51.2) (9.3) (8.0) (7.3) (4.8) Terminal Exit Multiple 10.5x Free Cash Flow 42.6 $ 99.3 $ 103.3 $ 108.3 $ 113.3 $ Terminal Value 1,415.1 $ Discount Period (Mid-Period Convention) 0.500 1.500 2.500 3.500 4.500 5.000 7.5% Discount Rate PV of Free Cash Flow 41.1 $ 89.1 $ 86.3 $ 84.2 $ 81.9 $ PV of Terminal Value 987.2 $ Implied Enterprise Value 1,369.8 $ 8.5% Discount Rate PV of Free Cash Flow 40.9 $ 87.9 $ 84.3 $ 81.5 $ 78.6 $ PV of Terminal Value 942.5 $ Implied Enterprise Value 1,315.7 $ Discount Rate Range 7.5% - 8.5% Sum of PV of Interim FCF $382.6 - $373.2 PV of Terminal Value 987.2 - 942.5 Implied Enterprise Value $1,369.8 - $1,315.7 Implied Enterprise Value $1,369.8 $1,315.7 Less: Total Debt (691.7) - (691.7) Less: Preferred Equity 0.0 - 0.0 Plus: Cash & Cash Equivalents 0.7 - 0.7 Implied Equity Value $678.8 - $624.7 Divided by: Fully Diluted Units Outstanding 26.2 - 26.2 Implied Unit Value $25.87 - $23.81 Discount Rate 7.5% 8.0% 8.5% Terminal EBITDA Multiple 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 2026E EBITDA 134.8 $ 134.8 $ 134.8 $ 134.8 $ 134.8 $ 134.8 $ 134.8 $ 134.8 $ 134.8 $ Terminal Value 1,280.3 $ 1,415.1 $ 1,549.8 $ 1,280.3 $ 1,415.1 $ 1,549.8 $ 1,280.3 $ 1,415.1 $ 1,549.8 $ PV of Terminal Value 893.2 $ 987.2 $ 1,081.2 $ 872.7 $ 964.5 $ 1,056.4 $ 852.7 $ 942.5 $ 1,032.3 $ PV of Free Cash Flow 382.6 382.6 382.6 377.8 377.8 377.8 373.2 373.2 373.2 Implied Enterprise Value 1,275.8 $ 1,369.8 $ 1,463.8 $ 1,250.5 $ 1,342.4 $ 1,434.2 $ 1,225.9 $ 1,315.7 $ 1,405.4 $ Implied Equity Value 584.8 678.8 772.8 559.5 651.4 743.2 534.9 624.7 714.4 Implied Per Unit Value 22.29 $ 25.87 $ 29.46 $ 21.33 $ 24.83 $ 28.33 $ 20.39 $ 23.81 $ 27.23 $ 25

Jefferies LLC March 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 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 N/A 7.6% 22.5% N/A 10/22/18 EnLink Midstream EnLink Midstream Partners Affiliate Cash 18.46 18.26 18.31 N/A 1.1% 0.8% N/A 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 N/A 6.5% 7.2% N/A 9/18/18 Enbridge Inc Enbridge Energy Partners Affiliate Stock 11.48 11.25 11.42 N/A 2.1% 0.6% N/A 8/24/18 Enbridge Inc Spectra Energy Partners Affiliate Stock 40.00 37.85 37.50 N/A 5.7% 6.7% N/A 8/1/18 Energy Transfer Equity Energy Transfer Partners Affiliate Stock 23.59 21.21 20.83 N/A 11.2% 13.3% N/A 6/19/18 Cheniere Energy, Inc. Cheniere Partners Holdings Affiliate Stock 30.93 30.28 30.02 N/A 2.2% 3.0% N/A 5/17/18 Williams Williams Partners Affiliate Stock 40.89 38.42 37.48 N/A 6.4% 9.1% N/A 4/26/18 EQT Midstream Partners Rice Midstream Partners Affiliate Stock 20.66 18.82 18.44 N/A 9.8% 12.1% N/A 3/27/18 Tallgrass Energy GP Tallgrass Energy Partners Affiliate Stock 35.42 35.20 36.93 N/A 0.6% (4.1%) N/A 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% 7.6% Mean 6.0% 6.5% 5.3% Median 5.8% 5.1% 5.2% 25% Quartile 1.6% 1.9% 1.4% Min (17.3%) (12.3%) (12.8%) 1/11/22 Hartree Partners Sprague Resources Partners Affiliate Cash $16.50 $15.28 $14.13 $13.66 8.0% 16.8% 20.8% 26

Jefferies LLC March 2022 / % Premium One-Day 10-Trading Day 20-Trading Day Implied Price per Unit Prior Spot Prior Average Prior Average SRLP Unit Prices (as of 01/11/22) $15.28 $14.13 $13.66 High 56.4% 45.3% 35.7% 75% Quartile 7.1% 8.7% 7.6% Mean 6.0% 6.5% 5.3% Median 5.8% 5.1% 5.2% 25% Quartile 1.6% 1.9% 1.4% Low (17.3%) (12.3%) (12.8%) Implied Value per SRLP Unit: High $23.90 $20.52 $18.54 75% Quartile 16.36 15.35 14.69 Mean 16.20 15.05 14.38 Median 16.17 14.85 14.36 25% Quartile 15.52 14.40 13.85 Low 12.63 12.39 11.91 Implied Unit Price Selected Take-Privates – Premiums Paid Analysis (Cont’d) 27

Jefferies LLC March 2022 / Midstream Distribution Coverage 1.09x 1.08x 1.10x 1.20x 1.12x 1.15x 1.19x 1.20x 1.17x 1.21x 1.25x 1.30x 1.37x 1.50x 1.57x 1.75x 1.90x 1.83x 1.82x 1.82x 1.83x 1.84x 1.84x Yield-Based Valuation Methodologies Becoming Less Relevant Current Distribution Yield Source: Wells Fargo Midstream Monthly Outlook: March 2022 and Capital IQ as of 3/18/22. Key Points ◼ MLP sector valuations have shifted to a focus on EV / EBITDA multiples and away from yield-based methodologies as companies have increased distribution coverage levels 2022E EV / EBITDA 10.4x 10.4x 10.2x 9.9x 9.7x 8.2x GLP SUN SRLP BKEP CAPL SPH 8.8% 8.0% 10.6% 5.1% 10.7% 8.6% GLP SUN SRLP BKEP CAPL SPH 28

Jefferies LLC March 2022 / Weighted Average Cost of Capital Analysis 29

Jefferies LLC March 2022 / Unlevered Beta Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis Source: Public filings, Bloomberg and Capital IQ. (1) Represents common equity value. (2) Based on total debt balance. (3) Two-year historical, weekly adjusted beta per Bloomberg as of 2/18/22. (4) Unlevered Beta = Levered Beta / (1+D/(E+P)*(1-t)); reflects 0.0% tax rate for non-tax paying partnerships. (5) Relevered based on selected companies’ average capital structure. (6) 20-year U.S. government bond yield as of 3/18/22 per Bloomberg. (7) Historical long-term equity risk premium per Duff & Phelps Cost of Capital Navigator as of 3/18/22. (8) Ninth decile size premium per Duff & Phelps Cost of Capital Navigator as of 3/18/22. (9) Pre-tax cost of debt based on the weighted average YTW of peers’ outstanding notes as of 3/18/22. Equity Total Debt Preferred Total D / E Total Debt / Levered Unlevered Company Value(1) Value(2) Equity Cap. Ratio Total Cap. Beta(3) Beta(4) Sunoco 4,125 $ 3,249 $ - $ 7,374 $ 78.8% 44.1% 0.75 0 .46 Global Partners 907 1,572 140 2 ,619 173.4% 60.0% 0 .77 0 .27 Suburban Propane Partners 953 1,302 - 2 ,255 136.7% 57.8% 0 .79 0 .34 CrossAmerica Partners 746 805 - 1 ,551 107.9% 51.9% 0 .41 0 .22 Sprague Resources 429 692 - 1 ,121 161.2% 61.7% 0 .26 0 .10 Blueknight Energy Partners 141 99 249 488 70.1% 20.2% 0 .83 0 .24 Mean 121.3% 49.3% 0 .63 0 .27 Cost of Equity Component Weight Pre-Tax After-Tax Contribution Unlevered Beta(4) 0.27 Debt(9) 49.3% 6.1% 6.1% 3.0% Relevered Beta(5) (β) 0.69 Equity 50.7% 9.7% 9.7% 4.9% Risk-Free Rate(6) (Rf) 2.5% Market Risk Premium(7) (Rm) 7.5% WACC 8.0% Equity Size Premium(8) (Re) 2.1% Cost of Common Equity = Rf + β*(Rm)+Re 9.7% ($ MM) 30

Exhibit (c)(5)

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

Jefferies LLC March 2022 / Financial Model Assumptions Summary Key Points ◼ Sprague provided Jefferies with financial projections reflecting Management’s “Base Case” view of the business ◼ Sprague also provided project-level financial projections for five growth opportunities, including a potential Refined Products acquisition and projects in solar, offshore wind, bio-refinery and wood pellets projects ◼ In an effort to capture the uncertainty of these opportunities, the Company risked EBITDA and capital expenditure projections for each upside opportunity ◼ Volumes and Adjusted Gross Margin: ─ Model contemplates various annual growth / (decline) rates across business segments and commodities / products ◼ EBITDA and Distributable Cash Flow: ─ Operating expenses similarly modeled with annual growth rates across expense categories attributable to each segment ◼ Management expects to generate $1.5 MM in cost reductions in 2023 ($750k in Terminals, $750k in G&A) ─ Maintenance capex of $14 MM in 2022E is reduced to $10.1 MM in 2023E and held flat thereafter ◼ Distribution Policy and Coverage: ─ Distributions held flat at $1.74/unit throughout the projection period ─ Total coverage of ~1.4x throughout the projection period ◼ Growth Capital Expenditures / Acquisitions & Divestitures: ─ Growth capex of $4.2 MM in 2022E increases to $5 MM in 2023E and is held flat thereafter; all growth capex is allocated to US Terminals and IT ─ No acquisitions assumed ─ Model contemplates the divestiture of the Stamford terminal for $15.5 MM in 2023 Base Case ◼ Assumes Base Case projections for status quo operations ◼ Assumes Company Risking on upside opportunities ◼ Assumes 50% risking on incremental EBITDA resulting from a 6.0x capex build applied to the growth capex at a minimum of $24 MM growth capex per year to account for the total annual savings from the distribution cut Growth Case Lower Risking ◼ Assumes Base Case projections for status quo operations ◼ Assumes 25% risking for the acquisition opportunity ◼ Assumes 25% risking for Solar and Offshore Wind projects ◼ Assumes 50% risking for Bio-Refinery and Wood Pellets ◼ Assumes Base Case projections for status quo operations ◼ Assumes 50% risking for the acquisition opportunity ◼ Assumes 50% risking for Solar and Offshore Wind projects ◼ Assumes 75% risking for Bio-Refinery and Wood Pellets Growth Case Company Risking Growth Case Higher Risking ◼ Assumes Base Case projections for status quo operations ◼ Assumes 75% risking for the acquisition opportunity ◼ Assumes 75% risking for Solar and Offshore Wind projects ◼ Assumes 100% risking for Bio-Refinery and Wood Pellets Risked Growth Case Assuming $24 MM Minimum Un-Risked Growth Capex Per Year Lower Risking Methodology Project Acquisition 1 Solar Offshore Wind Bio-Refinery Wood Pellets % Credit 75% 75% 75% 50% 50% Company Risking Methodology Project Acquisition 1 Solar Offshore Wind Bio-Refinery Wood Pellets % Credit 50% 50% 50% 25% 25% Higher Risking Methodology Project Acquisition 1 Solar Offshore Wind Bio-Refinery Wood Pellets % Credit 25% 25% 25% 0% 0% 1

Jefferies LLC March 2022 / $13.85 $21.45 $17.90 $20.39 $22.88 $15.34 $18.45 $14.14 $15.80 $15.66 $16.54 $16.36 $30.94 $26.24 $29.46 $32.68 $22.95 $25.52 $20.53 $22.12 $21.96 $22.98 $- $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: $16.50 Preliminary Valuation Range – Sprague Resources LP Methodology Implied SRLP Unit Price ($/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 7.5% – 8.5%, 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 7.5% – 8.5%, terminal exit multiples of 9.5x – 11.5x Premiums Paid Analysis (1) TEV / 2023E EBITDA Discount rate range of 7.5% – 8.5%, terminal exit multiples of 9.5x – 11.5x, risking adjusted up for each upside opportunity by 25% Discount rate range of 7.5% – 8.5%, terminal exit multiples of 9.5x – 11.5x, risking adjusted down for each upside opportunity by 25% Discount rate range of 7.5% – 8.5%, 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 2

Jefferies LLC March 2022 / Discount Rate 7.5% 8.0% 8.5% Terminal EBITDA Multiple 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 2026E EBITDA 145.8 $ 145.8 $ 145.8 $ 145.8 $ 145.8 $ 145.8 $ 145.8 $ 145.8 $ 145.8 $ Terminal Value 1,385.0 $ 1,530.7 $ 1,676.5 $ 1,385.0 $ 1,530.7 $ 1,676.5 $ 1,385.0 $ 1,530.7 $ 1,676.5 $ PV of Terminal Value 966.2 $ 1,067.9 $ 1,169.6 $ 944.0 $ 1,043.4 $ 1,142.7 $ 922.5 $ 1,019.6 $ 1,116.7 $ PV of Free Cash Flow 378.6 378.6 378.6 373.6 373.6 373.6 368.8 368.8 368.8 Implied Enterprise Value 1,344.8 $ 1,446.5 $ 1,548.2 $ 1,317.7 $ 1,417.0 $ 1,516.4 $ 1,291.2 $ 1,388.3 $ 1,485.4 $ Implied Equity Value 653.8 755.5 857.2 626.6 726.0 825.4 600.2 697.3 794.4 Implied Per Unit Value 24.92 $ 28.80 $ 32.68 $ 23.89 $ 27.67 $ 31.46 $ 22.88 $ 26.58 $ 30.28 $ Discounted Cash Flow Analysis: Growth Case – Lower Risking ($ MM, except per unit amounts) Source: SRLP Management Projections. (1) Total debt includes the acquisition facility, capital leases, and the normalized working capital facility balance over the last the last two years. (1) For the Years Ending December 31, Terminal 2022E 2023E 2024E 2025E 2026E Value Adjusted EBITDA 110.7 $ 129.6 $ 134.6 $ 141.9 $ 145.8 $ Terminal EBITDA 145.8 $ Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.7) (15.8) (16.6) (17.5) (18.0) Less: Growth Capital Expenditures (74.7) (11.6) (9.7) (9.9) (4.9) Terminal Exit Multiple 10.5x Free Cash Flow 19.3 $ 102.2 $ 108.3 $ 114.5 $ 122.9 $ Terminal Value 1,530.7 $ Discount Period (Mid-Period Convention) 0.500 1.500 2.500 3.500 4.500 5.000 7.5% Discount Rate PV of Free Cash Flow 18.6 $ 91.7 $ 90.5 $ 89.0 $ 88.9 $ PV of Terminal Value 1,067.9 $ Implied Enterprise Value 1,446.5 $ 8.5% Discount Rate PV of Free Cash Flow 18.5 $ 90.5 $ 88.4 $ 86.1 $ 85.2 $ PV of Terminal Value 1,019.6 $ Implied Enterprise Value 1,388.3 $ Discount Rate Range 7.5% - 8.5% Sum of PV of Interim FCF $378.6 - $368.8 PV of Terminal Value 1,067.9 - 1,019.6 Implied Enterprise Value $1,446.5 - $1,388.3 Implied Enterprise Value $1,446.5 $1,388.3 Less: Total Debt (691.7) - (691.7) Less: Preferred Equity 0.0 - 0.0 Plus: Cash & Cash Equivalents 0.7 - 0.7 Implied Equity Value $755.5 - $697.3 Divided by: Fully Diluted Units Outstanding 26.2 - 26.2 Implied Unit Value $28.80 - $26.58 3

Jefferies LLC March 2022 / Discount Rate 7.5% 8.0% 8.5% Terminal EBITDA Multiple 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 2026E EBITDA 134.8 $ 134.8 $ 134.8 $ 134.8 $ 134.8 $ 134.8 $ 134.8 $ 134.8 $ 134.8 $ Terminal Value 1,280.3 $ 1,415.1 $ 1,549.8 $ 1,280.3 $ 1,415.1 $ 1,549.8 $ 1,280.3 $ 1,415.1 $ 1,549.8 $ PV of Terminal Value 893.2 $ 987.2 $ 1,081.2 $ 872.7 $ 964.5 $ 1,056.4 $ 852.7 $ 942.5 $ 1,032.3 $ PV of Free Cash Flow 382.6 382.6 382.6 377.8 377.8 377.8 373.2 373.2 373.2 Implied Enterprise Value 1,275.8 $ 1,369.8 $ 1,463.8 $ 1,250.5 $ 1,342.4 $ 1,434.2 $ 1,225.9 $ 1,315.7 $ 1,405.4 $ Implied Equity Value 584.8 678.8 772.8 559.5 651.4 743.2 534.9 624.7 714.4 Implied Per Unit Value 22.29 $ 25.87 $ 29.46 $ 21.33 $ 24.83 $ 28.33 $ 20.39 $ 23.81 $ 27.23 $ Discounted Cash Flow Analysis: Growth Case – Company Risking ($ MM, except per unit amounts) Source: SRLP Management Projections. (1) Total debt includes the acquisition facility, capital leases, and the normalized working capital facility balance over the last the last two years. (1) For the Years Ending December 31, Terminal 2022E 2023E 2024E 2025E 2026E Value Adjusted EBITDA 110.5 $ 123.7 $ 126.9 $ 131.9 $ 134.8 $ Terminal EBITDA 134.8 $ Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.7) (15.1) (15.6) (16.3) (16.7) Less: Growth Capital Expenditures (51.2) (9.3) (8.0) (7.3) (4.8) Terminal Exit Multiple 10.5x Free Cash Flow 42.6 $ 99.3 $ 103.3 $ 108.3 $ 113.3 $ Terminal Value 1,415.1 $ Discount Period (Mid-Period Convention) 0.500 1.500 2.500 3.500 4.500 5.000 7.5% Discount Rate PV of Free Cash Flow 41.1 $ 89.1 $ 86.3 $ 84.2 $ 81.9 $ PV of Terminal Value 987.2 $ Implied Enterprise Value 1,369.8 $ 8.5% Discount Rate PV of Free Cash Flow 40.9 $ 87.9 $ 84.3 $ 81.5 $ 78.6 $ PV of Terminal Value 942.5 $ Implied Enterprise Value 1,315.7 $ Discount Rate Range 7.5% - 8.5% Sum of PV of Interim FCF $382.6 - $373.2 PV of Terminal Value 987.2 - 942.5 Implied Enterprise Value $1,369.8 - $1,315.7 Implied Enterprise Value $1,369.8 $1,315.7 Less: Total Debt (691.7) - (691.7) Less: Preferred Equity 0.0 - 0.0 Plus: Cash & Cash Equivalents 0.7 - 0.7 Implied Equity Value $678.8 - $624.7 Divided by: Fully Diluted Units Outstanding 26.2 - 26.2 Implied Unit Value $25.87 - $23.81 4

Jefferies LLC March 2022 / Discount Rate 7.5% 8.0% 8.5% Terminal EBITDA Multiple 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 2026E EBITDA 123.8 $ 123.8 $ 123.8 $ 123.8 $ 123.8 $ 123.8 $ 123.8 $ 123.8 $ 123.8 $ Terminal Value 1,175.6 $ 1,299.4 $ 1,423.1 $ 1,175.6 $ 1,299.4 $ 1,423.1 $ 1,175.6 $ 1,299.4 $ 1,423.1 $ PV of Terminal Value 820.2 $ 906.5 $ 992.8 $ 801.3 $ 885.7 $ 970.0 $ 783.0 $ 865.5 $ 947.9 $ PV of Free Cash Flow 386.6 386.6 386.6 382.0 382.0 382.0 377.6 377.6 377.6 Implied Enterprise Value 1,206.7 $ 1,293.0 $ 1,379.4 $ 1,183.4 $ 1,267.7 $ 1,352.1 $ 1,160.6 $ 1,243.1 $ 1,325.5 $ Implied Equity Value 515.7 602.0 688.4 492.4 576.7 661.1 469.6 552.1 634.5 Implied Per Unit Value 19.66 $ 22.95 $ 26.24 $ 18.77 $ 21.98 $ 25.20 $ 17.90 $ 21.04 $ 24.18 $ Discounted Cash Flow Analysis: Growth Case – Higher Risking ($ MM, except per unit amounts) Source: SRLP Management Projections. (1) Total debt includes the acquisition facility, capital leases, and the normalized working capital facility balance over the last the last two years. (1) For the Years Ending December 31, Terminal 2022E 2023E 2024E 2025E 2026E Value Adjusted EBITDA 110.4 $ 117.7 $ 119.2 $ 122.0 $ 123.8 $ Terminal EBITDA 123.8 $ Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.7) (14.4) (14.7) (15.1) (15.3) Less: Growth Capital Expenditures (27.7) (7.0) (6.3) (4.7) (4.7) Terminal Exit Multiple 10.5x Free Cash Flow 66.0 $ 96.4 $ 98.2 $ 102.1 $ 103.7 $ Terminal Value 1,299.4 $ Discount Period (Mid-Period Convention) 0.500 1.500 2.500 3.500 4.500 5.000 7.5% Discount Rate PV of Free Cash Flow 63.7 $ 86.5 $ 82.0 $ 79.4 $ 75.0 $ PV of Terminal Value 906.5 $ Implied Enterprise Value 1,293.0 $ 8.5% Discount Rate PV of Free Cash Flow 63.4 $ 85.3 $ 80.2 $ 76.8 $ 71.9 $ PV of Terminal Value 865.5 $ Implied Enterprise Value 1,243.1 $ Discount Rate Range 7.5% - 8.5% Sum of PV of Interim FCF $386.6 - $377.6 PV of Terminal Value 906.5 - 865.5 Implied Enterprise Value $1,293.0 - $1,243.1 Implied Enterprise Value $1,293.0 $1,243.1 Less: Total Debt (691.7) - (691.7) Less: Preferred Equity 0.0 - 0.0 Plus: Cash & Cash Equivalents 0.7 - 0.7 Implied Equity Value $602.0 - $552.1 Divided by: Fully Diluted Units Outstanding 26.2 - 26.2 Implied Unit Value $22.95 - $21.04 5

Jefferies LLC March 2022 / Discount Rate 7.5% 8.0% 8.5% Terminal EBITDA Multiple 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 2026E EBITDA 141.6 $ 141.6 $ 141.6 $ 141.6 $ 141.6 $ 141.6 $ 141.6 $ 141.6 $ 141.6 $ Terminal Value 1,345.5 $ 1,487.2 $ 1,628.8 $ 1,345.5 $ 1,487.2 $ 1,628.8 $ 1,345.5 $ 1,487.2 $ 1,628.8 $ PV of Terminal Value 938.7 $ 1,037.5 $ 1,136.3 $ 917.1 $ 1,013.7 $ 1,110.2 $ 896.2 $ 990.5 $ 1,084.9 $ PV of Free Cash Flow 366.5 366.5 366.5 362.0 362.0 362.0 357.5 357.5 357.5 Implied Enterprise Value 1,305.2 $ 1,404.0 $ 1,502.8 $ 1,279.1 $ 1,375.7 $ 1,472.2 $ 1,253.7 $ 1,348.1 $ 1,442.4 $ Implied Equity Value 614.2 713.0 811.8 588.1 684.6 781.2 562.7 657.0 751.4 Implied Per Unit Value 23.41 $ 27.18 $ 30.94 $ 22.42 $ 26.10 $ 29.78 $ 21.45 $ 25.05 $ 28.64 $ DCF Analysis: Risked Growth Case with Minimum Growth Capex Per Year ($ MM, except per unit amounts) Source: SRLP Management Projections. (1) Total debt includes the acquisition facility, capital leases, and the normalized working capital facility balance over the last the last two years. (1) For the Years Ending December 31, Terminal 2022E 2023E 2024E 2025E 2026E Value Adjusted EBITDA 110.5 $ 123.7 $ 127.7 $ 133.8 $ 137.4 $ Terminal EBITDA 141.6 $ Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.7) (15.1) (15.6) (16.3) (16.7) Less: Growth Capital Expenditures (51.2) (14.3) (14.3) (11.8) (14.3) Terminal Exit Multiple 10.5x Free Cash Flow 42.6 $ 94.2 $ 97.8 $ 105.7 $ 106.4 $ Terminal Value 1,487.2 $ Discount Period (Mid-Period Convention) 0.500 1.500 2.500 3.500 4.500 5.000 7.5% Discount Rate PV of Free Cash Flow 41.1 $ 84.6 $ 81.7 $ 82.1 $ 77.0 $ PV of Terminal Value 1,037.5 $ Implied Enterprise Value 1,404.0 $ 8.5% Discount Rate PV of Free Cash Flow 40.9 $ 83.4 $ 79.8 $ 79.5 $ 73.8 $ PV of Terminal Value 990.5 $ Implied Enterprise Value 1,348.1 $ Discount Rate Range 7.5% - 8.5% Sum of PV of Interim FCF $366.5 - $357.5 PV of Terminal Value 1,037.5 - 990.5 Implied Enterprise Value $1,404.0 - $1,348.1 Implied Enterprise Value $1,404.0 $1,348.1 Less: Total Debt (691.7) - (691.7) Less: Preferred Equity 0.0 - 0.0 Plus: Cash & Cash Equivalents 0.7 - 0.7 Implied Equity Value $713.0 - $657.0 Divided by: Fully Diluted Units Outstanding 26.2 - 26.2 Implied Unit Value $27.18 - $25.05 6

Exhibit (c)(6)

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

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

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

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

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

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

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

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

Jefferies LLC April 2022 / Appendix 7

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

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

Exhibit (c)(7)

Presentation to the Conflicts Committee of Sprague Resources GP LLC Discussion Materials June 2, 2022 / Confidential Jefferies LLC Member SIPC

Jefferies LLC June 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”), the general partner of Sprague Resources LP (“Sprague”), by Jefferies LLC (“Jefferies”) in connection with the Committee’s consideration of the proposal by Hartree Partners, LP (“Hartree”) to acquire all of the outstanding Common Units of Sprague not owned by Hartree or its affiliates. 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 the internal use of the Committee in its evaluation of the Proposed Transaction and may not be used for any other purpose, or disclosed, quoted, or referred to, reproduced or disseminated, in whole or in part, to any party without Jefferies’ prior written consent. These materials are not intended to provide the sole basis for evaluating and should not be considered a recommendation with respect to any transaction. The information contained in this presentation is based solely on publicly available information or information furnished to Jefferies by management of the General Partner. 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. To the extent such information includes estimates or forecasts of future financial performance prepared by management of the General Partner, Jefferies has assumed that such forecasts have been reasonably prepared on a basis representing the best currently available estimates and judgments of the General Partner’s management. 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 do not constitute a fairness opinion and should not be relied on by the Committee as such. i

Jefferies LLC June 2022 / Table of Contents Executive Summary 1 Financial Analysis 4 Appendix Weighted Average Cost of Capital Analysis 18 ii

Jefferies LLC June 2022 / Executive Summary 1

Jefferies LLC June 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 ◼ Following negotiations between Hartree and the Conflicts Committee, Hartree agreed to increase its proposed consideration to $19.00 in cash per Common Unit, representing a premium of 24% to the January 11, 2022 Common Unit price 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 $127.1 MM in Cash ($19.00 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 (19.5) Publicly Held SRLP Common Units (MM) 6.7 Offer Price per SRLP Unit $19.00 Common Unit Equity Purchase Price ($ MM) $127.1 2

Jefferies LLC June 2022 / Proposed Transaction Overview Offer Analysis ($ MM, except per unit values) Source: Sprague Management, Public filings, Wall Street research, Capital IQ. (1) Total debt includes the acquisition facility, the normalized working capital facility balance, and the present value of deferred consideration related to the Carbo acquisition. (2) EBITDA projections per Sprague Management’s Risked Growth Case. Proposal Purchase Price per SRLP Common Unit $19.00 SRLP Common Units Held by Public (MM) 6.7 Common Unit Equity Purchase Price ($ MM) $127.1 Current Offer Price Purchase Price Metric Unit Price $19.00 Implied Premium / (Discount) to SRLP: Unit Price at Initial Proposal (as of 1/11/22) $15.28 24.3% Closing Unit Price (as of 6/1/22) 15.98 18.9% 10-Day VWAP (as of 1/11/22) 14.14 34.3% 20-Day VWAP (as of 1/11/22) 13.59 39.8% 30-Day VWAP (as of 1/11/22) 13.74 38.3% 90-Day VWAP (as of 1/11/22) 16.57 14.7% 52-Week High 29.43 (35.4%) 52-Week Low 12.31 54.3% IPO Unit Price (at 10/25/13) 18.00 5.6% Purchase Price $19.00 Fully Diluted Units Outstanding (MM) 26.2 Implied Total SRLP Equity Value $499 Plus: Total Debt (1) 714 Less: Cash & Cash Equivalents (5) Implied Total Enterprise Value $1,208 Implied Implied Transaction Statistics Metric (2) TEV Multiple Implied Transaction Total Enterprise Value / 2021A EBITDA $110.7 10.9x Implied Transaction Total Enterprise Value / 2022E EBITDA 110.5 10.9x 3

Jefferies LLC June 2022 / Financial Analysis 4

Jefferies LLC June 2022 / Financial Model Assumptions Summary Key Points ◼ Sprague provided Jefferies with financial projections prepared by management of the general partner of Sprague, reflecting management’s “Base Case” view of the business ◼ Sprague also provided project-level financial projections prepared by management of the general partner of Sprague, for five growth opportunities, including a potential Refined Products acquisition and projects in solar, offshore wind, bio-refinery and wood pellets projects ◼ In an effort to capture the uncertainty of these opportunities, management risked EBITDA and capital expenditure projections for each upside opportunity ◼ Volumes and Adjusted Gross Margin: ─ Model contemplates various annual growth / (decline) rates across business segments and commodities / products ◼ EBITDA and Distributable Cash Flow: ─ Operating expenses similarly modeled with annual growth rates across expense categories attributable to each segment ◼ Management expects to generate $1.5 MM in cost reductions in 2023 ($750k in Terminals, $750k in G&A) ─ Maintenance capex of $14 MM in 2022E is reduced to $10.1 MM in 2023E and held flat thereafter ◼ Distribution Policy and Coverage: ─ Distributions held flat at $1.74/unit throughout the projection period ─ Total coverage of ~1.4x throughout the projection period ◼ Growth Capital Expenditures / Acquisitions & Divestitures: ─ Growth capex of $4.2 MM in 2022E increases to $5 MM in 2023E and is held flat thereafter; all growth capex is allocated to US Terminals and IT ─ No acquisitions assumed ─ Model contemplates the divestiture of the Stamford terminal for $15.5 MM in 2023 Management Base Case ◼ Assumes Base Case projections for status quo operations ◼ Assumes 50% risking for the acquisition opportunity ◼ Assumes 50% risking for Solar and Offshore Wind projects ◼ Assumes 75% risking for Bio-Refinery and Wood Pellets Management Risked Growth Case 5

Jefferies LLC June 2022 / SRLP Management Financial Projections SRLP DCF Projections SRLP Adjusted EBITDA Projections Sprague Resources Financial Summary – Base Case ($ MM, except per unit values) Key Points ◼ SRLP projections as prepared by Sprague management and provided to Jefferies on February 18, 2022 SRLP Financials 2022E 2023E 2024E 2025E 2026E Adjusted EBITDA 110.2 $ 111.8 $ 111.6 $ 112.0 $ 112.7 $ Less: Cash Interest Expense (27.6) (29.3) (29.2) (28.8) (28.6) Less: Cash Taxes (5.2) (5.5) (5.4) (5.4) (5.5) Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.6) (13.3) (13.4) (13.5) (13.6) Less: Loss (Gain) on Sale of Fixed Assets - - - - 0.0 Plus: Equity Based Compensation Expense 2.3 2.3 1.8 1.8 1.5 Plus: Other Non-Cash Adjustments - - - - 0.0 Distributable Cash Flow 63.0 $ 66.0 $ 65.3 $ 66.0 $ 66.5 $ LP Distributable Cash Flow 63.0 66.0 65.3 66.0 66.5 GP Distributable Cash Flow - - - - - Coverage Ratio 1.4x 1.4x 1.4x 1.4x 1.4x Distributed Cash Flow 45.5 $ 45.8 $ 46.0 $ 46.2 $ 46.4 $ Distribution to LP 45.5 45.8 46.0 46.2 46.4 Distribution to GP - - - - - Common Units Outstanding (MM) 26.2 26.4 26.5 26.6 26.8 LP DCF / Unit 2.40 $ 2.50 $ 2.46 $ 2.48 $ 2.48 $ LP Distribution / Unit 1.74 $ 1.74 $ 1.74 $ 1.74 $ 1.74 $ Growth Capex 4.2 $ 5.0 $ 5.0 $ 5.0 $ 5.0 $ Total Debt 396.1 $ 365.8 $ 351.8 $ 337.4 $ 322.7 $ $110.2 $111.8 $111.6 $112.0 $112.7 2022E 2023E 2024E 2025E 2026E $63.0 $66.0 $65.3 $66.0 $66.5 2022E 2023E 2024E 2025E 2026E 6

Jefferies LLC June 2022 / SRLP DCF Projections SRLP Adjusted EBITDA Projections SRLP Management Financial Projections Sprague Resources Financial Summary – Risked Growth Case ($ MM, except per unit values) Key Points ◼ Projections reflect Base Case as prepared by Sprague management with the inclusion of the risked growth opportunities SRLP Financials 2022E 2023E 2024E 2025E 2026E Adjusted EBITDA 110.5 $ 123.7 $ 126.9 $ 131.2 $ 134.0 $ Less: Cash Interest Expense (27.6) (31.3) (31.1) (30.2) (29.2) Less: Cash Taxes (5.2) (5.5) (5.4) (5.4) (5.5) Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.7) (14.9) (15.5) (16.0) (16.4) Less: Loss (Gain) on Sale of Fixed Assets - - - - 0.0 Plus: Equity Based Compensation Expense 2.3 2.3 1.8 1.8 1.5 Plus: Other Non-Cash Adjustments - - - - 0.0 Distributable Cash Flow 63.3 $ 74.3 $ 76.7 $ 81.3 $ 84.4 $ LP Distributable Cash Flow 63.3 74.3 76.7 81.3 84.4 GP Distributable Cash Flow - - - - - Coverage Ratio 1.4x 1.6x 1.7x 1.8x 1.8x Distributed Cash Flow 45.5 $ 45.8 $ 46.0 $ 46.2 $ 46.4 $ Distribution to LP 45.5 45.8 46.0 46.2 46.4 Distribution to GP - - - - - Common Units Outstanding (MM) 26.2 26.4 26.5 26.6 26.8 LP DCF / Unit 2.41 $ 2.82 $ 2.89 $ 3.05 $ 3.15 $ LP Distribution / Unit 1.74 $ 1.74 $ 1.74 $ 1.74 $ 1.74 $ Growth Capex 51.2 $ 9.5 $ 8.2 $ 7.5 $ 5.0 $ Total Debt 442.9 $ 408.7 $ 386.5 $ 359.2 $ 326.6 $ $110.5 $123.7 $126.9 $131.2 $134.0 2022E 2023E 2024E 2025E 2026E $63.3 $74.3 $76.7 $81.3 $84.4 2022E 2023E 2024E 2025E 2026E 7

Jefferies LLC June 2022 / Base Case Financial Projections Summary Summary Comparison of Sprague Management’s Base Case and Management’s Risked Growth Case Key Points ◼ Base Case reflects management’s views on Sprague’s status quo operations ◼ Risked Growth Case includes management’s view on the financial impact of the growth opportunities layered into Sprague’s status quo projections with the application of management’s risking methodology to the growth opportunities Adj. EBITDA ($ MM) Distributable Cash Flow ($ MM) Total Capital Expenditures ($ MM) Distributions Paid ($ MM) and Total Coverage (x) Source: SRLP Management Projections provided to Jefferies on February 18, 2022. Risked Growth Case 1.4x 1.4x 1.4x 1.4x 1.4x 1.4x 1.8x 1.8x 1.7x 1.6x $46 $46 $46 $46 $46 $46 $46 $46 $46 $46 2022E 2023E 2024E 2025E 2026E $110 $112 $112 $112 $113 $111 $124 $127 $131 $134 2022E 2023E 2024E 2025E 2026E $63 $66 $65 $66 $66 $63 $74 $77 $81 $84 2022E 2023E 2024E 2025E 2026E $21 $18 $18 $19 $19 $68 $24 $24 $24 $21 2022E 2023E 2024E 2025E 2026E 8

Jefferies LLC June 2022 / Summary of Valuation Methodologies ◼ Jefferies’ approach to analyzing potential consideration in connection with a possible transaction entails several standard and customary analyses, including, but not limited to, the following: ─ Selected Public Companies Analysis, a method of valuing an entity relative to publicly-traded companies and partnerships with similar products or services, similar operating or financial characteristics or similar customers or markets ─ Discounted Cash Flow Analysis, a method of valuing an entity relative to the estimated present value of future cash flows ◼ Jefferies did not attribute any particular weight to any analysis, methodology or factor considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor; accordingly, Jefferies’ analyses must be considered as a whole. Considering any portion of the analyses or the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of Jefferies’ analyses 9

Jefferies LLC June 2022 / $14.36 $17.99 $13.26 $17.73 $13.42 $15.08 $14.94 $16.78 $17.36 $26.84 $20.72 $24.80 $19.81 $21.40 $21.24 $23.35 $- $10.00 $20.00 $30.00 Take-Private Precedent Transactions Risked Growth Case Base Case Risked Growth Case Base Case Risked Growth Case Base Case Midpoint of 2022E Guidance Acquisition Consideration: $19.00/Unit Financial Analysis Summary – Sprague Resources LP Methodology Implied SRLP Unit Price ($/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 7.8% – 8.8%, 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 7.8% – 8.8% terminal exit multiples of 9.5x – 11.5x Premiums Paid Analysis (1) TEV / 2023E EBITDA 10

Jefferies LLC June 2022 / Share / Unit Price '22E-'24E Price on vs. LTM Equity Enterprise EV / EBITDA Distribution Yield EBITDA Company 6/1/22 High Low Value Value 2022E 2023E Current 2022E CAGR Sunoco LP 41.36 $ 88.1% 119.5% 3,464 $ 7,935 $ 9.8x 9.4x 8.0% 8.0% 3.7% Global Partners LP 30.03 99.2% 154.4% 1,021 2,429 8.5x 8.8x 7.9% 8.0% NA Suburban Propane Partners, L.P. 17.29 97.4% 125.0% 1,089 2,203 7.9x 7.9x 7.5% 7.5% 0.6% CrossAmerica Partners LP 22.17 95.2% 128.4% 841 1,631 10.5x 10.2x 9.5% 9.5% NA Blueknight Energy Partners, L.P. 4.55 98.9% 151.7% 190 601 12.1x NA 3.7% 3.5% NA Average 9.8x 9.1x 7.3% 7.3% 2.1% Median 9.8x 9.1x 7.9% 8.0% 2.1% Sprague Resources LP 15.98 $ 54.3% 129.8% 419 $ 1,130 $ 10.2x 9.1x 10.9% 10.9% 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, the normalized working capital facility balance, and the present value of deferred consideration related to the Carbo acquisition.. EBITDA estimates reflect Management’s Risked Growth Case projections. (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 $115 10.0x - 11.5x $1,150 - $1,323 ($710) $440 - $613 $16.78 - $23.35 2022E Base Case 110 10.0x - 11.5x 1,102 - 1,267 (710) 392 - 557 14.94 - 21.24 2022E Risked Growth Case 111 10.0x - 11.5x 1,105 - 1,271 (710) 396 - 561 15.08 - 21.40 2023E Base Case 112 9.5x - 11.0x 1,062 - 1,230 (710) 352 - 520 13.42 - 19.81 2023E Risked Growth Case 124 9.5x - 11.0x 1,175 - 1,361 (710) 465 - 651 17.73 - 24.80 11

Jefferies LLC June 2022 / Discount Rate 7.8% 8.3% 8.8% Terminal EBITDA Multiple 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 2026E EBITDA 112.7 $ 112.7 $ 112.7 $ 112.7 $ 112.7 $ 112.7 $ 112.7 $ 112.7 $ 112.7 $ Terminal Value 1,071.0 $ 1,183.7 $ 1,296.5 $ 1,071.0 $ 1,183.7 $ 1,296.5 $ 1,071.0 $ 1,183.7 $ 1,296.5 $ PV of Terminal Value 735.4 $ 812.9 $ 890.3 $ 718.6 $ 794.3 $ 869.9 $ 702.3 $ 776.2 $ 850.1 $ PV of Free Cash Flow 363.2 363.2 363.2 359.2 359.2 359.2 355.3 355.3 355.3 Implied Enterprise Value 1,098.6 $ 1,176.0 $ 1,253.4 $ 1,077.8 $ 1,153.5 $ 1,229.1 $ 1,057.6 $ 1,131.5 $ 1,205.4 $ Implied Equity Value 388.8 466.3 543.7 368.1 443.7 519.4 347.8 421.8 495.7 Implied Per Unit Value 14.82 $ 17.77 $ 20.72 $ 14.03 $ 16.91 $ 19.79 $ 13.26 $ 16.07 $ 18.89 $ Discounted Cash Flow Analysis – Management’s Base Case ($ MM, except per unit amounts) Source: SRLP Management Projections. (1) Total debt includes the acquisition facility, the normalized working capital facility balance, and the present value of deferred consideration related to the Carbo acquisition. (1) For the Years Ending December 31, Terminal 2022E 2023E 2024E 2025E 2026E Value Adjusted EBITDA 110.2 $ 111.8 $ 111.6 $ 112.0 $ 112.7 $ Terminal EBITDA 112.7 $ Less: Cash Taxes (5.2) (5.5) (5.4) (5.4) (5.5) Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.6) (13.3) (13.4) (13.5) (13.6) Less: Growth Capital Expenditures (4.2) (5.0) (5.0) (5.0) (5.0) Terminal Exit Multiple 10.5x Free Cash Flow 84.1 $ 88.0 $ 87.7 $ 88.1 $ 88.6 $ Terminal Value 1,183.7 $ Discount Period (Mid-Period Convention) 0.500 1.500 2.500 3.500 4.500 5.000 7.8% Discount Rate PV of Free Cash Flow 81.0 $ 78.6 $ 72.7 $ 67.7 $ 63.2 $ PV of Terminal Value 812.9 $ Implied Enterprise Value 1,176.0 $ 8.8% Discount Rate PV of Free Cash Flow 80.7 $ 77.5 $ 71.0 $ 65.5 $ 60.6 $ PV of Terminal Value 776.2 $ Implied Enterprise Value 1,131.5 $ Discount Rate Range 7.8% - 8.8% Sum of PV of Interim FCF $363.2 - $355.3 PV of Terminal Value 812.9 - 776.2 Implied Enterprise Value $1,176.0 $1,131.5 Less: Total Debt (714.3) - (714.3) Plus: Cash & Cash Equivalents 4.6 - 4.6 Implied Equity Value $466.3 - $421.8 Divided by: Fully Diluted Units Outstanding 26.2 - 26.2 Implied Unit Value $17.77 - $16.07 12

Jefferies LLC June 2022 / Discount Rate 7.8% 8.3% 8.8% Terminal EBITDA Multiple 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 9.5x 10.5x 11.5x 2026E EBITDA 134.0 $ 134.0 $ 134.0 $ 134.0 $ 134.0 $ 134.0 $ 134.0 $ 134.0 $ 134.0 $ Terminal Value 1,273.0 $ 1,407.0 $ 1,541.0 $ 1,273.0 $ 1,407.0 $ 1,541.0 $ 1,273.0 $ 1,407.0 $ 1,541.0 $ PV of Terminal Value 874.2 $ 966.2 $ 1,058.2 $ 854.2 $ 944.1 $ 1,034.0 $ 834.7 $ 922.6 $ 1,010.5 $ PV of Free Cash Flow 355.9 355.9 355.9 351.4 351.4 351.4 347.1 347.1 347.1 Implied Enterprise Value 1,230.0 $ 1,322.1 $ 1,414.1 $ 1,205.6 $ 1,295.5 $ 1,385.4 $ 1,181.8 $ 1,269.7 $ 1,357.6 $ Implied Equity Value 520.3 612.3 704.3 495.8 585.8 675.7 472.1 559.9 647.8 Implied Per Unit Value 19.83 $ 23.34 $ 26.84 $ 18.90 $ 22.32 $ 25.75 $ 17.99 $ 21.34 $ 24.69 $ Discounted Cash Flow Analysis – Management’s Risked Growth Case ($ MM, except per unit amounts) Source: SRLP Management Projections. (1) Total debt includes the acquisition facility, the normalized working capital facility balance, and the present value of deferred consideration related to the Carbo acquisition. (1) For the Years Ending December 31, Terminal 2022E 2023E 2024E 2025E 2026E Value Adjusted EBITDA 110.5 $ 123.7 $ 126.9 $ 131.2 $ 134.0 $ Terminal EBITDA 134.0 $ Less: Cash Taxes (5.2) (5.5) (5.4) (5.4) (5.5) Less: Maintenance Capex (incl. Capital Leases Princ. Pmts.) (16.7) (14.9) (15.5) (16.0) (16.4) Less: Growth Capital Expenditures (51.2) (9.5) (8.2) (7.5) (5.0) Terminal Exit Multiple 10.5x Free Cash Flow 37.4 $ 93.8 $ 97.9 $ 102.3 $ 107.1 $ Terminal Value 1,407.0 $ Discount Period (Mid-Period Convention) 0.500 1.500 2.500 3.500 4.500 5.000 7.8% Discount Rate PV of Free Cash Flow 36.0 $ 83.8 $ 81.1 $ 78.6 $ 76.4 $ PV of Terminal Value 966.2 $ Implied Enterprise Value 1,322.1 $ 8.8% Discount Rate PV of Free Cash Flow 35.9 $ 82.6 $ 79.2 $ 76.1 $ 73.3 $ PV of Terminal Value 922.6 $ Implied Enterprise Value 1,269.7 $ Discount Rate Range 7.8% - 8.8% Sum of PV of Interim FCF $355.9 - $347.1 PV of Terminal Value 966.2 - 922.6 Implied Enterprise Value $1,322.1 $1,269.7 Less: Total Debt (714.3) - (714.3) Plus: Cash & Cash Equivalents 4.6 - 4.6 Implied Equity Value $612.3 - $559.9 Divided by: Fully Diluted Units Outstanding 26.2 - 26.2 Implied Unit Value $23.34 - $21.34 13

Jefferies LLC June 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, L.P. Affiliate Cash 4.65 $ 3.07 $ 3.08 $ 3.11 $ 51.5% 51.0% 49.6% 12/20/21 BP BP Midstream Partners Affiliate Stock 14.75 13.01 13.79 13.93 13.4% 7.0% 5.9% 10/27/21 Phillips 66 Phillips 66 Partners Affiliate Stock 41.11 39.21 39.52 38.53 4.8% 4.0% 6.7% 3/5/21 Chevron Noble Midstream Partners Affiliate Stock 15.18 12.47 12.00 12.30 21.8% 26.5% 23.5% 12/15/20 TC Energy Corp TC Pipeline LP Affiliate Stock 30.95 25.90 26.42 27.45 19.5% 17.1% 12.7% 7/27/20 CNX Resources Corporation CNX Midstream Partners Affiliate Stock 8.47 6.61 6.52 6.51 28.1% 29.9% 30.1% 12/17/19 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 26.49 27.33 28.79 18.6% 14.9% 9.1% 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 39.87 35.10 36.59 37.26 13.6% 9.0% 7.0% 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% 3/26/18 Tallgrass Energy GP Tallgrass Energy Partners Affiliate Stock 35.42 35.20 37.97 38.40 0.6% (6.7%) (7.8%) 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% 51.0% 49.6% 75% Quartile 13.6% 14.9% 13.3% Mean 11.5% 11.4% 10.7% Median 7.6% 7.0% 7.6% 25% Quartile 4.8% 4.0% 5.2% Min (17.3%) (12.3%) (12.8%) 1/11/22 Hartree Partners Sprague Resources Partners Affiliate Cash $19.00 $15.28 $14.13 $13.66 24.3% 34.5% 39.1% 14

Jefferies LLC June 2022 / Implied Unit Price Current % Premium One-Day 10-Trading Day 20-Trading Day Implied Price per Unit Prior Spot Prior Average Prior Average SRLP Unit Prices (as of 01/11/22) $15.28 $14.13 $13.66 High 56.4% 51.0% 49.6% 75% Quartile 13.6% 14.9% 13.3% Mean 11.5% 11.4% 10.7% Median 7.6% 7.0% 7.6% 25% Quartile 4.8% 4.0% 5.2% Low (17.3%) (12.3%) (12.8%) Implied Value per SRLP Unit: High $23.90 $21.33 $20.43 75% Quartile 17.36 16.24 15.47 Mean 17.03 15.74 15.12 Median 16.44 15.11 14.69 25% Quartile 16.02 14.70 14.36 Low 12.63 12.39 11.91 Selected Take-Privates – Premiums Paid Analysis (Cont’d) 15

Jefferies LLC June 2022 / Appendix 16

Jefferies LLC June 2022 / Midstream Distribution Coverage 1.09x 1.08x 1.10x 1.20x 1.12x 1.15x 1.19x 1.20x 1.17x 1.21x 1.25x 1.30x 1.37x 1.50x 1.57x 1.75x 1.90x 1.83x 1.82x 1.82x 1.83x 1.84x 1.84x Yield-Based Valuation Methodologies Becoming Less Relevant Current Distribution Yield Source: Wells Fargo Midstream Monthly Outlook: March 2022 and Capital IQ as of 6/1/22. Key Points ◼ MLP sector valuations have shifted to a focus on EV / EBITDA multiples and away from yield-based methodologies as companies have increased distribution coverage levels 2022E EV / EBITDA 12.1x 10.5x 10.2x 9.8x 8.5x 7.9x BKEP CAPL SRLP SUN GLP SPH 3.7% 9.5% 10.9% 8.0% 7.9% 7.5% BKEP CAPL SRLP SUN GLP SPH 17

Jefferies LLC June 2022 / Weighted Average Cost of Capital Analysis 18

Jefferies LLC June 2022 / Unlevered Beta Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis Source: Public filings, Bloomberg and Capital IQ. (1) Represents common equity value. (2) Based on total debt balance. (3) Two-year historical, weekly adjusted beta per Bloomberg as of 6/1/22. (4) Unlevered Beta = Levered Beta / (1+((1-t)*D/E)+P/E); reflects 0.0% tax rate for non-tax paying partnerships. (5) Relevered based on selected companies’ average capital structure. (6) 20-year U.S. government bond yield as of 6/1/22 per Bloomberg. (7) Historical long-term equity risk premium per Duff & Phelps Cost of Capital Navigator as of 6/1/22. (8) Ninth decile size premium per Duff & Phelps Cost of Capital Navigator as of 6/1/22. (9) Pre-tax cost of debt based on the weighted average YTW of peers’ outstanding notes as of 6/1/22. ($ MM) Equity Total Debt Preferred Total D / E Total Debt / Levered Unlevered Company Value(1) Value(2) Equity Cap. Ratio Total Cap. Beta(3) Beta(4) Sunoco LP 3,464 $ 3,680 $ - $ 7,144 $ 106.2% 51.5% 0.61 0.29 Global Partners LP 1,021 1,392 152 2,564 136.3% 54.3% 0.71 0.28 Suburban Propane Partners, L.P. 1,089 1,121 - 2,210 103.0% 50.7% 0.55 0.27 CrossAmerica Partners LP 841 802 - 1,642 95.4% 48.8% 0.70 0.36 Sprague Resources 419 714 - 1,134 170.4% 63.0% 0.24 0.09 Blueknight Energy Partners, L.P. 190 110 297 598 57.8% 18.4% 0.58 0.18 Mean 111.5% 47.8% 0.56 0.25 Cost of Equity Component Weight Pre-Tax After-Tax Contribution Unlevered Beta(4) 0.25 Debt(9) 47.8% 6.7% 6.7% 3.2% Relevered Beta(5) (β) 0.59 Equity 52.2% 9.8% 9.8% 5.1% Risk-Free Rate(6) (Rf) 3.3% Market Risk Premium(7) (Rm) 7.5% WACC 8.3% Equity Size Premium(8) (Re) 2.1% Cost of Common Equity = Rf + β*(Rm)+Re 9.8% 19

Exhibit (c)(8)

Discussion Materials May 14, 2022

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for Hartree Partners, LP (“Hartree” or the “Company”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Company. These materials were compiled on a confidential basis for use of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.

Our Understanding of Key Differences Between Valuation Approaches 1 Evercore and Jefferies have spent considerable time comparing notes on valuation approaches and methodology – our understanding of key differences are outlined below 1. Calculation of EBITDA and Treatment of Working Capital Facility Interest/Inventory Costs and Canadian Income Taxes Evercore’s approach is to calculate EBITDA by including (i) interest expense associated with the working capital facility and (ii) Canadian taxes Borrowings on Sprague’s working capital facility are the cost of carrying inventory for Sprague’s marketing business and should be treated as a reduction in margin as opposed to being treated as long-term financing Sprague’s Canadian operations are treated as corporations for Canadian tax purposes and dividends from the Partnership’s Canadian entities are subject to withholding taxes resulting in a reduction in cash flow available to Sprague from those operations to fund US obligations Jefferies’ approach is to exclude these two items as part of EBITDA calculation Given differences in how EBITDA is being calculated by advisors, the recommended resolution is to evaluate implied offer metrics on a Distributable Free Cash Flow Yield basis—this is a widely accepted and indisputable approach to evaluate both Hartree’s Proposals and the Conflicts Committee Counterproposals 2. Growth Opportunities Identified by Management, but Not Included in Sprague Management’s Long-term Forecast Sprague Management was asked by Jefferies to put forward independent EBITDA and capital expenditure forecasts for the five opportunities that were mentioned in prior Board materials Sprague Management, prior to Jefferies’ request, did not have forecasts for these opportunities given their preliminary nature, and such forecasts were only constructed once requested The projections for each of the different growth projects were independent in nature and were never integrated with Sprague Management’s forecast for the broader business Since these projections were assembled in February, the viability of these opportunities have changed, with many of these opportunities (i) not being actionable, (ii) extremely pre-mature or (iii) no longer viable due to low return expectations 1 2

I. Calculation of EBITDA and Treatment of Working Capital Facility Interest / Inventory Costs and Canadian Income Taxes 1

Comparison of Approaches 2 ($ in millions) 1. Metrics based on 5-year average estimates from 5-Year Management Case (February 2022) forecast included in data room Despite differences in approach for how EBITDA can be calculated, the metrics that are comparable between both approaches and are widely accepted are the “Distributable Cash Flow” metrics Financial Metrics in Millions1 Evercore Approach Jefferies Approach Normalized EBITDA $111.7 $111.7 Less: Working Capital Facility Interest (15.0) -- Less: Canadian Taxes (5.4) -- Adjusted EBITDA $91.3 $111.7 Less: Working Capital Facility Interest Included Above (15.0) Less: Canadian Taxes Included Above (5.4) Less: Acquisition Facility Interest (13.7) (13.7) Less: Maintenance Capex (14.1) (14.1) Less: Carbo Note Repayment ($3.8mm/yr through 2026) (3.8) (3.8) Distributable Cash Flow $59.7 $59.7 Distributions to LPs at Current Level ($1.74/unit, per year) (45.5) (45.5) Excess Cash $14.2 $14.2 Different approaches on including/excluding Working Capital Interest and Canadian Taxes yield different EBITDA metrics and ultimately, the calculation of EBITDA Multiples Despite different approaches to calculate EBITDA, the calculation of Distributable Cash Flow is widely accepted and comparable

Distributable Cash Flow Yield at Relevant Offer Prices 3 The implied distributable cash flow yields for Sprague at Hartree’s most recent offer of $18.00 per common unit reflects (i) an extremely attractive distributable cash flow yield vs. comparable companies and (ii) a significant premium to Sprague’s common unit price Hartree Offers Conflicts Committee Counteroffers Financial Metrics in Millions $16.50 $17.00 $18.00 $20.25 $20.85 $23.80 Offer Price ($/Common Unit) $16.50 $17.00 $18.00 $20.25 $20.85 $23.80 Unit Count 26.2 26.2 26.2 26.2 26.2 26.2 Equity Value [A] $432.9 $446.0 $472.2 $531.2 $547.0 $624.4 Distributable Cash Flow1 [B] $59.7 $59.7 $59.7 $59.7 $59.7 $59.7 Distributable Cash Flow Yield [B] / [A] 13.8% 13.4% 12.6% 11.2% 10.9% 9.6% Premium to Original Offer [$16.50] -- 3.0% 9.1% 22.7% 26.4% 44.2% Premium to January 10 Px2 [$14.93] 10.6% 13.9% 20.6% 35.7% 39.7% 59.5% Premium to 30-day VWAP2 [$13.47] 22.5% 26.2% 33.6% 50.3% 54.85 76.7% Premium to Current Unit Px3 [$15.41] 7.1% 10.3% 16.8% 31.4% 35.3% 54.4% Hartree’s Most Recent Offer of $18.00 per Unit reflects a 12.6% Distributable Cash Flow Yield and a Significant Premium to Sprague’s Current and Common Unit Price Prior to Hartree’s Original Offer on January 11, 2022 1. Refer to prior page 2. January 10, 2022 was day preceding Hartree’s original offer for Sprague. 30-day VWAP reflects the volume-weighted average price of the Sprague’s common units over the last 30 calendar days through January 10, 2022 3. Trading price as of close on May 12, 2022 ($ in millions, except per unit amounts)

Implied Distributable Cash Flow Yield vs. Comparable Companies 4 Hartree’s most recent offer at $18.00 per common unit has an implied distributable cash flow yield that is far below nearly every one of its peers 12.6% 17.0% 14.7% 16.3% 10.7% 22.2% 19.2% 19.3% 21.1% Sprague (HT Offer at $18/Unit) Global Partners Sunoco Holly Energy Partners Magellan Midstream Partners NuStar Energy PBF Logistics Plains All American Energy Transfer Refined Fuel Marketing Comps Storage Comps Sprague Diversified Note: FactSet as of 5/13/22 Most comparable peer to Sprague

Implied Premium vs. Precedent Buy-In Transactions (30-Day VWAP) 5 Hartree’s $18.00 per unit offer implies a 33.6% premium, which is above average for cash-for-unit MLP take-privates 33.6% 46.8% 35.6% 22.7% 9.8% 22.9% 32.0% 8.6% 11.9% SRLP Ergon / Blueknight Landmark Dividend / Landmark Infrastructure Blackstone Infrastructure / Tallgrass Brookfield / Teekay IFM / Buckeye ArcLight / American ArcLight / TransMontaigne Valero Energy Corp. / Valero Energy Partners Note: Includes cash-for-Unit/Stock transactions only Median Premium: 22.8% Average Premium: 23.8%

II. Growth Opportunities Identified by Management, but Not Included in Sprague Management’s Long-term Forecast 2

Sprague Management Forecast Has Limited Capital Available for Growth 6 Per Sprague Management’s forecast, the excess cash that is available for growth averages ~$14 million per annum, not $24 million (i.e., the full value of cash savings from the distribution cut announced in 3Q 2021) 1. Per Sprague management forecast, the excess cash that is available for growth averages ~$14 million per annum 2. Per Sprague and Hartree discussions with lead financing bank, in a situation whereby Sprague’s $377 million acquisition facilityis converted into a term loan (which would require debt amortization) no excess cash will be available for growth Financial Metrics in Millions1 Evercore Approach Jefferies Approach Distributable Cash Flow $59.7 $59.7 Distributions to LPs at Current Level ($1.74/unit, per year) (45.5) (45.5) Excess Cash $14.2 $14.2 In Millions Debt Amortization Cash Available for Growth (No Change to Current Distribution Policy) Acquisition Facility – Outstanding $377.0 Illustrative 0% Annual Amortization $0 $14.2mm Available for Growth (Status Quo) Illustrative 5% Annual Amortization ($18.8) $(4.6)mm Available for Growth Illustrative 10% Annual Amortization ($37.7) $(23.5)mm Available for Growth Illustrative 15% Annual Amortization ($56.6) $(42.4)mm Available for Growth Note: Refer to prior page for additional details 1, Metrics based on 5-year average estimates from 5-Year Management Case (February 2022) forecast included in data room ($ in millions)

Sprague Management was asked by Jefferies to put forward independent EBITDA and capital expenditure forecasts for the five opportunities that were mentioned in prior Board materials Solar Windmill Staging Bio-Refinery / RNG at Everett, MA Wood Pellets Approved Oil Sprague Management, prior to Jefferies’ request, did not have forecasts for these opportunities given their preliminary nature, and such forecasts were only constructed once requested The projections for each of the different growth projects were independent in nature and were never integrated with Sprague Management’s forecast for the broader business Since these projections were assembled in February, the viability of these opportunities have changed, with many of these opportunities (i) not being actionable, (ii) extremely pre-mature or (iii) no longer viable due to low return expectations Hartree’s Understanding of the Growth Project Forecasts 7 The Sprague Management forecast did not include growth projects for valid reasons—the growth projects that Jefferies requested independent EBITDA forecasts for are very preliminary in nature, many of which are no longer viable opportunities and/or are extremely long-dated (i.e., beyond 2026) 1 2 3 4 5

Hartree’s Understanding of the Growth Project Forecasts 8 Capital Expenditures EBITDA Hartree Commentary Solar $41.7mm Between 2022-2024 (Pre-Federal/ Tax Incentives) $0.7mm scaling to $24.5mm Two businesses are included in Solar projections: 1. Installation of solar on Sprague Tanks Sprague’s first solar project was structured as a lease and generated minimal value for Sprague (~$300k NPV at Management’s 12% discount rate) Sprague is not able to realize tax benefits given MLP nature and thus the projections are incorrect in this respect, as they assume that Sprague will realize these tax benefits Going forward, the projections utilize a capital expenditure assumption of $1.60 per watt Dave Long/Jay Leduc have received recent estimates that cost is approximately $2.60 to $2.75 per watt given higher installation costs resulting from inflation Excluding the tax incentives, the unlevered returns to Sprague have decreased from 13.5% (at $1.60 per watt assumption) to 5.1% ($2.60 per watt assumption) Sprague’s phase II solar project at Albany has now decreased to 5.4%, excluding federal tax incentives (including tax benefits, the returns are still only 9.0%) 2. Creation of EPC Business to Install Solar on 3rd Party Tanks No business plan or market research has been put together by Sprague management on creating a 3rd party EPC business The projections are an exponential growth curve of selling EPC services to third parties based on unverified (i) margin assumptions, (ii) operating cost/headcount assumptions or (iii) understanding of value proposition / sizing of market Given that Sprague economics on solar panel projects have decreased significantly, the economics / value proposition to 3rd parties can be assumed to also have decreased substantially Sprague has educated multiple peers, who have been contacting solar panel manufacturer directly, eliminating any potential knowledge advantage 1

Hartree’s Understanding of the Growth Project Forecasts 9 Capital Expenditures EBITDA Hartree Commentary Windmill Staging $30.0mm in 2027 ~$5.0mm Extremely preliminary in nature, as it is unknown how, when, or to what extent, offshore wind will be incorporated into Maine’s power future Sprague does not have assurance that its facilities will be used as a staging site for any potential projects Unclear as to the capital requirements required for this opportunity, if it materializes Bio-refinery / RNG at Everett, MA $10.0mm in 2027 ~$3.5mm Everett site has recently been rezoned and thus cannot be used for purposes of bio-refining and RNG production—no longer an opportunity Wood Pellets $35.0mm in 2027 ~$7.5mm Hartree is unclear as to the genesis of this project/opportunity Opportunity is improbable as no discussions are currently ongoing Approved Oil $90.0mm in 2027 ~$20.0mm + $5.0mm of synergies Large uncertainty still exists as Sprague is waiting on initial diligence materials and quality of earnings analysis, which has still yet to be completed Approved has gone silent in recent weeks and has stalled on providing information for the quality of earnings analysis Approved only has a lease until 2024, and therefore has no fuel delivery business beyond this period Large gap remains on value and cash flow generation of the business, presenting further transaction risk If deal was not to get consummated and Approved lost its lease in 2024, Sprague could get uplift on wholesale margins in the Bronx as Approved Oil would no longer be able to service their wholesale customers (but would likely keep their residential customers) Total ~$206.7mm ~$66mm by 2028 2 3 4 5

III. Key Takeaways 3

Despite differences in approach between Advisors on how to calculate EBITDA, “Distributable Cash Flow” is a widely accepted and indisputable metric that can be compared to public comparable companies The implied Distributable Cash Flow yield of Hartree’s most recent $18.00 per Common Unit Offer (i.e., 12.6%) is far below the yield of nearly every peer of Sprague Hartree’s $18.00 per unit offer implies a 33.6% premium, which is above average for cash-for-unit MLP take-privates Sprague Management’s forecast only assumes $14 million per year of excess cash for growth purposes Sprague Management’s forecast did not include growth projects for valid reasons—the $205+ million of growth projects that Jefferies requested independent EBITDA forecasts for are preliminary in nature, many of which are no longer viable opportunities and/or are extremely long-dated (i.e., beyond 2026) Hartree believes that Sprague will continue to face headwinds in the near- and long-term: Long-term demand for heating oil, Sprague’s primary business, is negative Business will face operating expense and SG&A inflationary pressures Steep backwardation of market creates potential losses for holding inventory in-tank (as can currently be seen with Kildair’s inventory). So far Sprague NH has managed hedges extraordinarily well and margins are holding up to compensate Increase in interest rates will result in higher borrowing costs for Working Capital and Acquisition Facility The future of Sprague’s Acquisition Facility is uncertain—a conversion of this facility to a Term Loan that requires debt amortization will significantly reduce any excess cash available for growth, or perhaps even for distributions to limited partners Key Takeaways 10

Exhibit (c)(9)

Notwithstanding anything to the contrary in Client's executed engagement letter, you have no obligation of confidentiality with respect to any portion of any materials, advice or deliverables to the extent they concern the tax structure or tax treatment of any transaction. If Client makes a disclosure, Client will only disclose information directly related to the tax structure or tax treatment of the transaction and Client will (a) provide PwC with the name of the person to whom the disclosure was made and a description of the information and materials disclosed; (b) notify such person that they may not rely upon such information and that PwC has no obligation, duty, liability or responsibility to such person; and (c) use commercially reasonable efforts to obtain an executed third party access letter from such person, as determined by PwC, other than Client's professional advisors. Professional advisors do not include any advisors that are providing or may provide insurance, financing, capital in any form, a fairness opinion, or selling or underwriting securities, or who may obtain a financial interest in Client in connection with any advice related to the Services. The Services and Deliverables, including any oral advice or comments, should not be associated with PwC in any financial statements, offering memorandum, prospectus, registration statement, public filing, loan or other agreements. You are responsible for all management functions and decisions relating to the services and deliverables, including evaluating and accepting the adequacy of the scope of the Services in addressing your needs. You are also responsible for the results achieved from using any Services or deliverables, and it is your responsibility to establish and maintain your internal controls. You will designate a competent member of your management to oversee the Services. You are responsible for making any decisions regarding Prospective Financial Information (PFI). As events and circumstances frequently do not occur as expected, there may be material differences between PFI and actual results. PwC disclaims responsibility and liability for PFI and any results achieved. Proposed Roll-Up Transaction Sprague Resources, LP Roll-Up Estimated Gain/(Loss) Allocation - Price: 16.50 DRAFT - March 25, 2022 For Discussion Purposes Only This document has been prepared pursuant to an engagement between PricewaterhouseCoopers LLP and its client under the provisions of the engagement letter dated December 13, 2019 and is intended solely for the use and benefit of such client and not for reliance by any other person. The contents of this document are limited to the matters specifically addressed herein and do not address any other potential tax consequences, or the potential application of tax penalties, to any matter other than as set forth herein. The contents of this document are not binding upon any taxing authority or the courts and there is no assurance that any relevant taxing authority will not successfully assert a contrary position. In addition, your ability to use this document for purposes of demonstrating reasonable cause with respect to any tax penalties is based on a variety of factors, and there can be no guarantee that this document alone will provide such protection. Further, no exceptions (including the reasonable cause exception) are available for any federal or state penalties imposed if any portion of a transaction is determined to lack economic substance or fails to satisfy any similar rule of law, and our advice will not protect you from any such penalties. This document may contain inputs, formulas, macros or other electronic tools that if edited or manipulated may change the calculations or conclusions contained herein. If the version of this document you receive is capable of being modified and you or another party edit or manipulate any elements of this document, PwC cannot and does not take any responsibility for the resulting calculations or conclusions.

Assumptions Sprague Resources, LP Tax Year 12/31/2021 General - Price of Purchase is assumed to be: $16.50 - Net income, tax depreciation, and distributions are accounted for through 12/31/2021 - Fair Market Value of tangible property was consistent with values used to process 2021 K-1s - The tax balance sheet used for this analysis was as of 12/31/2021 - All units are deemed to have been sold on 12/31/2021 - No adjustment has been made for overreporting. Active units are shown at gross amounts, as this work is currently being performed for tax year 2021 - Estimates include the potential passive activity losses, for which unitholders may be able to avail themselves to - - Outstanding units at SRLP on 12/31/2021 6,685,698 Limited Partner Units 19,548,849 Hartree Units 26,234,547 Total Outstanding Units We made certain assumptions and estimates when preparing this analysis. If these assumptions and estimates were to change or we were to discover additional facts that had not been considered in arriving at these assumptions and estimates, we would likely encounter significant changes to the calculations. The assumptions used for this calculation include, but are not limited to the following: For purposes of this analysis, Ownership is based on the units held on 12/31/2021. Ownership does not take into account changes made at the call center.

IPO TRD201311 Outside Group 17.3600 TRD201312 Outside Group 16.8900 TRD201401 Outside Group 17.0100 TRD201402 Outside Group 17.8500 TRD201403 Outside Group 18.0900 TRD201404 Outside Group 18.3000 TRD201510 TRD201602 TRD201603 Outside Group 15.8500 TRD201604 Outside Group 16.8100 Per face="Arial" style="color:white;font-size:1.0pt;">Estimated Gain/Loss on Public Buyout - Price $16.50 to Capital Information Group Price EOY Cumulative 12.2238 (11.2418) 16.50 11.519 16.2223 27.7418 (0.92) 909,147 3.4655% Inside Group 18.0000 18.4463 1.4906 16.50 12.443 2.5665 15.0094 - 39,399 0.1502% 18.4463 0.8519 16.50 12.443 3.2052 15.6481 - 90,857 0.3463% 18.4463 0.5823 16.50 12.429 3.4886 15.9177 - 27,436 0.1046% 18.4463 0.5723 16.50 12.419 3.5089 15.9277 - 20,655 0.0787% 18.4463 0.5694 16.50 12.410 3.5203 15.9306 - 11,730 0.0447% 18.4463 0.3950 16.50 12.404 3.7007 16.1050 - 27,781 0.1059% 18.1638 0.5660 16.50 12.395 3.5387 15.9340 - 36,999 0.1410% NAME="FIS_UNIDENTIFIED_TABLE_115">TRD201405 Outside Group 19.2600 18.1638 0.8400 16.50 12.350 3.3104 15.6600 (0.26) 46,523 0.1773% 18.1638 0.8641 16.50 12.302 3.3336 15.6359 (1.21) 28,263 0.1077% 17.7513 2.9990 16.50 12.258 1.2429 13.5010 (2.85) 94,849 0.3615% 17.7513 3.3590 16.50 12.227 0.9140 13.1410 (3.58) 11,739 0.0447% 17.7513 2.9635 16.50 12.207 1.3293 13.5365 (3.28) 9,005 0.0343% 17.7513 1.7936 16.50 12.206 2.5004 14.7064 (2.93) 12,416 0.0473% 17.3238 3.5541 16.50 12.182 0.7638 12.9459 (4.13) 1,529 0.0058% 17.3238 2.5514 16.50 12.170 1.7786 13.9486 (3.70) 5,730 0.0218% 17.3238 3.9614 16.50 12.094 0.4442 12.5386 (2.56) 3,675 0.0140% 17.3238 3.1744 16.50 12.104 1.2214 13.3256 (1.87) 5,744 0.0219% 17.3238 2.5537 16.50 12.095 1.8510 13.9463 (1.94) 35,894 0.1368% 16.8813 2.8411 16.50 11.730 1.9293 13.6589 (0.53) 13,468 0.0513% 16.8813 4.0147 16.50 11.730 0.7554 12.4853 (1.55) 16,197 0.0617% 16.8813 2.2859 16.50 11.706 2.5086 14.2141 (2.23) 38,360 0.1462% 16.8813 3.2634 16.50 11.591 1.6455 13.2366 (2.02) 18,556 0.0707% 16.4238 4.4772 16.50 11.549 0.4743 12.0228 (3.17) 90,246 0.3440% 16.4238 4.5208 16.50 11.531 0.4481 11.9792 (4.16) 5,946 0.0227% 16.4238 3.6796 16.50 11.514 1.3067 12.8204 (4.55) 8,900 0.0339% 15.9513 4.4871 16.50 11.496 0.5166 12.0129 (5.26) 8,863 0.0338% 15.9513 3.1023 16.50 11.156 2.2413 13.3977 (4.31) 16,054 0.0612% 15.9513 1.3685 16.50 11.132 3.9993 15.1315 (3.93) 20,236 0.0771% Outside Group 18.3700 15.4638 (0.0746) 16.50 11.125 5.4500 16.5746 (2.98) 17,896 0.0682% NAME="FIS_UNIDENTIFIED_TABLE_116">TRD201511 Outside Group 19.1300 15.4638 0.2104 16.50 11.025 5.2643 16.2896 (3.46) 17,450 0.0665% 15.4638 1.2708 16.50 10.732 4.4970 15.2292 (4.73) 14,283 0.0544% 14.9613 1.2502 16.50 10.809 4.4412 15.2498 (3.96) 24,663 0.0940% Outside Group 16.6700 14.9613 (0.5603) 16.50 10.799 6.2614 17.0603 (2.27) 64,784 0.2469% 14.9613 (0.9480) 16.50 10.659 6.7887 17.4480 (1.84) 14,288 0.0545% 14.4438 (0.4056) 16.50 11.001 5.9046 16.9056 (2.77) 124,540 0.4747% NAME="FIS_UNIDENTIFIED_TABLE_117">TRD201605 Outside Group 18.3400 14.4438 0.2002 16.50 11.089 5.2105 16.2998 (3.70) 35,320 0.1346% 14.4438 1.9131 16.50 11.051 3.5361 14.5869 (5.83) 17,958 0.0685% 13.9113 2.7726 16.50 11.119 2.6089 13.7274 (6.67) 14,461 0.0551% 13.9113 2.7560 16.50 11.089 2.6547 13.7440 (6.89) 7,024 0.0268% Unit G/L Group Informational Items

TRD201609 Outside Group 23.7800 13.9113 2.5355 16.50 11.060 2.9044 13.9645 (7.33) 9,449 0.0360% TRD201610 Outside Group 23.4200 13.3638 2.7822 16.50 11.031 2.6869 13.7178 (7.27) 6,784 0.0259% TRD201611 Outside Group 23.7800 13.3638 2.8896 16.50 11.001 2.6092 13.6104 (7.53) 6,225 0.0237% TRD201612 Outside Group 22.5500 13.3638 1.7420 16.50 10.971 3.7865 14.7580 (7.44) 5,838 0.0223% TRD201701 Outside Group 23.9500 12.8013 3.3881 16.50 10.835 2.2769 13.1119 (7.76) 17,312 0.0660% TRD201702 Outside Group 25.9000 12.8013 5.3717 16.50 10.497 0.6318 11.1283 (7.73) 73,443 0.2799% TRD201703 Outside Group 26.4000 12.8013 5.5342 16.50 10.336 0.6301 10.9658 (8.06) 19,376 0.0739% TRD201704 Outside Group 25.2500 12.2238 4.6913 16.50 10.208 1.6009 11.8087 (8.33) 24,674 0.0941% TRD201705 Outside Group 25.1500 12.2238 4.6483 16.50 10.144 1.7075 11.8517 (8.28) 13,594 0.0518% TRD201706 Outside Group 25.1500 12.2238 4.4537 16.50 10.010 2.0361 12.0463 (8.47) 20,533 0.0783% TRD201707 Outside Group 25.8500 11.6313 5.1929 16.50 10.043 1.2645 11.3071 (9.03) 38,168 0.1455% TRD201708 Outside Group 26.7500 11.6313 6.3002 16.50 9.921 0.2790 10.1998 (8.82) 58,324 0.2223% TRD201709 Outside Group 25.4500 11.6313 4.6269 16.50 9.921 1.9516 11.8731 (9.19) 45,593 0.1738% TRD201710 Outside Group 24.2500 11.0238 5.3399 16.50 9.825 1.3347 11.1601 (7.89) 74,973 0.2858% TRD201711 Outside Group 24.5000 11.0238 7.3078 16.50 8.869 0.3237 9.1922 (6.17) 27,359 0.1043% TRD201712 Outside Group 24.0000 11.0238 6.2693 16.50 9.611 0.6195 10.2307 (6.71) 59,619 0.2273% TRD201801 Outside Group 23.2000 10.4013 5.7251 16.50 9.416 1.3587 10.7749 (7.07) 14,761 0.0563% TRD201802 Outside Group 24.9500 10.4013 7.0645 16.50 8.897 0.5387 9.4355 (7.48) 118,776 0.4527% TRD201803 Outside Group 23.3500 10.4013 4.8692 16.50 8.759 2.8721 11.6308 (8.08) 41,307 0.1575% TRD201804 Outside Group 23.1500 9.7638 6.1028 16.50 8.606 1.7907 10.3972 (7.28) 16,952 0.0646% TRD201805 Outside Group 23.0000 9.7638 6.5590 16.50 8.459 1.4817 9.9410 (6.68) 18,041 0.0688% TRD201806 Outside Group 22.6000 9.7638 6.2499 16.50 8.256 1.9943 10.2501 (6.59) 32,612 0.1243% TRD201807 Outside Group 21.9000 9.1113 6.9406 16.50 8.065 1.4940 9.5594 (5.85) 38,826 0.1480% TRD201808 Outside Group 24.6500 9.1113 8.4642 16.50 8.413 (0.3770) 8.0358 (7.07) 16,410 0.0626% TRD201809 Outside Group 24.4000 9.1113 8.5210 16.50 8.330 (0.3511) 7.9790 (6.77) 23,833 0.0908% TRD201810 Outside Group 25.5000 8.4438 10.7559 16.50 8.176 (2.4320) 5.7441 (6.30) 8,004 0.0305% TRD201811 Outside Group 24.7500 8.4438 9.7950 16.50 8.072 (1.3674) 6.7050 (6.51) 47,702 0.1818% TRD201812 Outside Group 23.7000 8.4438 9.1260 16.50 7.971 (0.5970) 7.3740 (6.13) 9,018 0.0344% TRD201812-2 Outside Group 17.4600 7.7763 6.3604 16.50 7.121 3.0189 10.1396 (3.32) 85,084 0.3243% TRD201901 Outside Group 14.2300 7.7763 3.9580 16.50 7.060 5.4820 12.5420 (2.50) 100,447 0.3829% TRD201902 Outside Group 16.4100 7.7763 6.2758 16.50 6.853 3.3716 10.2242 (2.36) 27,722 0.1057% TRD201903 Outside Group 15.6500 7.7763 5.9665 16.50 6.678 3.8553 10.5335 (1.91) 34,448 0.1313% TRD201904 Outside Group 14.6700 7.1088 5.2412 16.50 6.496 4.7631 11.2588 (2.32) 86,810 0.3309% TRD201905 Outside Group 18.2300 7.1088 8.9853 16.50 5.672 1.8427 7.5147 (2.14) 43,151 0.1645% TRD201906 Outside Group 17.1500 7.1088 5.4036 16.50 7.129 3.9671 11.0964 (4.64) 66,388 0.2531% TRD201907 Outside Group 17.0000 6.4413 6.2701 16.50 6.848 3.3817 10.2299 (4.29) 29,630 0.1129% TRD201908 Outside Group 17.8200 6.4413 6.7523 16.50 6.734 3.0138 9.7477 (4.63) 37,120 0.1415% TRD201909 Outside Group 15.3600 6.4413 4.5182 16.50 6.621 5.3611 11.9818 (4.40) 256,325 0.9771% TRD201910 Outside Group 16.1000 5.7738 6.4875 16.50 6.310 3.7027 10.0125 (3.84) 16,115 0.0614% TRD201911 Outside Group 16.9500 5.7738 7.2303 16.50 6.134 3.1353 9.2697 (3.95) 44,982 0.1715% TRD201912 Outside Group 15.9900 5.7738 6.0012 16.50 5.969 4.5302 10.4988 (4.22) 217,764 0.8301% TRD202001 Outside Group 15.9600 5.1063 8.1532 16.50 5.070 3.2764 8.3468 (2.70) 51,321 0.1956% TRD202002 Outside Group 16.5600 5.1063 7.1346 16.50 4.978 4.3873 9.3654 (4.32) 55,668 0.2122% TRD202003-1 Outside Group 14.8500 4.4388 6.1221 16.50 4.951 5.4270 10.3779 (4.29) 49,057 0.1870% TRD202003-2 Outside Group 12.2900 4.4388 4.0734 16.50 4.894 7.5322 12.4266 (3.78) 57,971 0.2210%

TRD202004-1 Outside Group 11.2800 4.4388 3.1066 16.50 4.788 8.6058 13.3934 (3.73) 866,822 3.3041% TRD202004-2 Outside Group 10.2700 4.4388 2.3627 16.50 4.750 9.3875 14.1373 (3.47) 983,276 3.7480% TRD202005 Outside Group 12.7500 4.4388 4.1890 16.50 4.802 7.5089 12.3110 (4.12) 71,255 0.2716% TRD202006 Outside Group 13.0000 4.4388 4.7769 16.50 4.753 6.9701 11.7231 (3.78) 41,629 0.1587% TRD202007 Outside Group 14.3000 3.7713 7.1355 16.50 4.686 4.6782 9.3645 (3.39) 150,419 0.5734% TRD202008 Outside Group 15.0500 3.7713 7.7835 16.50 4.605 4.1113 8.7165 (3.50) 93,348 0.3558% TRD202009 Outside Group 15.0000 3.1038 7.5613 16.50 4.524 4.4145 8.9387 (4.33) 99,902 0.3808% TRD202010 Outside Group 14.9500 3.1038 7.4884 16.50 4.446 4.5657 9.0116 (4.36) 101,797 0.3880% TRD202011 Outside Group 15.0200 3.1038 7.6965 16.50 3.784 5.0196 8.8035 (4.22) 42,482 0.1619% TRD202012 Outside Group 15.8400 3.1038 9.5544 16.50 3.518 3.4278 6.9456 (3.18) 102,669 0.3913% TRD202101 Outside Group 17.5000 2.4363 12.6197 16.50 2.751 1.1294 3.8803 (2.44) 79,351 0.3025% TRD202102 Outside Group 19.9900 2.4363 14.2309 16.50 1.891 0.3782 2.2691 (3.32) 83,507 0.3183% TRD202103 Outside Group 20.3400 1.7688 15.5910 16.50 1.619 (0.7095) 0.9090 (2.98) 78,051 0.2975% TRD202104 Outside Group 18.7500 1.7688 13.2339 16.50 2.334 0.9321 3.2661 (3.75) 266,403 1.0155% TRD202105 Outside Group 22.3800 1.7688 17.4652 16.50 1.080 (2.0456) (0.9652) (3.15) 82,740 0.3154% TRD202106 Outside Group 22.8900 1.1013 18.5483 16.50 1.045 (3.0928) (2.0483) (3.24) 158,205 0.6030% TRD202107 Outside Group 25.2600 1.1013 21.2831 16.50 0.716 (5.4992) (4.7831) (2.88) 110,629 0.4217% TRD202108 Outside Group 25.4900 1.1013 21.9518 16.50 0.565 (6.0170) (5.4518) (2.44) 75,171 0.2865% TRD202109-2 Outside Group 15.3100 0.4338 13.7009 16.50 1.750 1.0487 2.7991 (1.18) 238,906 0.9107% TRD202109-1 Outside Group 25.1400 0.4338 22.8840 16.50 0.456 (6.8400) (6.3840) (1.82) 53,932 0.2056% TRD202110 Outside Group 17.4900 0.4338 18.6078 16.50 0.836 (2.9438) (2.1078) - 130,380 0.4970% TRD202111 Outside Group 18.2500 0.4338 17.4359 16.50 0.319 (1.2550) (0.9359) (0.38) 323,416 1.2328% TRD202112 Outside Group 13.9200 0.4338 12.1916 16.50 0.445 3.8631 4.3084 (1.29) 436,609 1.6643% TRD202201 Outside Group 12.7900 - 12.7900 16.50 - 3.7100 3.7100 - 454,955 1.7342% Adjusted Tax Basis: Ordinary Income Recapture: Estimated Cumulative Gain / (Losses): This represents our estimate of cumulative gains (or losses) throughout the Unitholders' ownership. Note, these amounts may include historical allocations of portfolio income, tax-exempt income and nondeductible expenses. Based upon a review of prior years, we believe portfolio income, tax-exempt income and non-deductible expenses are zero or immaterial for all unitholders. This represents our best estimate of the Unitholders' adjusted tax basis as of December 31, 2021. The estimate is based upon (i) the low close for the month of purchase, (ii) the income, gain, loss and deductions allocated to the Unitholders on the Tax Packages issued, and (iii) the cash distributions the Unitholder should have received. This represents the portion of a unitholder's gain (or loss) that will be treated as ordinary income pursuant to Treas Reg. § 1.751-1. In short, the ordinary income is attributable to potential IRC Section 1245 recapture on the partnership's property.

(10.0000) (5.0000) - 5.0000 10.0000 15.0000 20.0000 25.0000 30.0000 Unitholder Summary Chart Group Price Potential Ordinary Income Recapture: Proceeds Per Unit Capital Gain/ (Loss)

Exhibit 107

Calculation of Filing Fee Tables

Table 1—Transaction Valuation

	Transaction Valuation			Fee Rate		Amount of Filing Fee
Fees to Be Paid	$	127,098,277	(1)		0.0000927	$	11,782.01	(2)
Fees Previously Paid	$	127,098,277				$	11,782.01	(3)
Total Transaction Valuation	$	127,098,277
Total Fees Due for Filing						$	0
Total Fees Previously Paid						$	11,782.01
Total Fee Offsets						$	11,782.01
Net Fee Due						$	0

Table 2—Fee Offset Claims and Sources

Registrant
or Filer
Name

Form or
Filing
Type

File
Number

Initial
Filing
Date

Filing
Date

Fee
Offset
Claimed

Fee Paid
with Fee
Offset
Source

Fee Offset Claims

PRER 14C

001-36137

July 7, 2022

11,782.01

Fee Offset Sources

Sprague Resources LP

PRER 14C

001-36137

July 7, 2022

$11,782.01

(3)

(1)

Solely for the purpose of calculating the filing fee, the maximum aggregate value was determined based upon: 6,689,383 Common Units multiplied by $19.00 per Common Unit.

(2)

In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the product calculated in footnote (1) by 0.0000927.

(3)

The Partnership previously paid $11,782.01 upon the filing of its Preliminary Information Statement on Schedule 14C on July 7, 2022, in connection with the transaction reported hereby.