SPRAGUE RESOURCES LP (NASDAQ:SRLP) Files An 8-K Entry into a Material Definitive Agreement

On December 30, 2016, Sprague Operating Resources LLC and Sprague
Energy Solutions Inc., wholly owned subsidiaries of Sprague
Resources LP (“Sprague”), entered into an Asset Purchase
Agreement with Global Montello Group Corp. and Global Energy
Marketing LLC (collectively, “Global), wholly owned subsidiaries
of Global Partners LP, to acquire the assets of Globals natural gas
and electricity brokerage businesses. Terms used but not otherwise
defined herein are used as defined in the Asset Purchase Agreement.

The aggregate purchase price for the Purchased Assets will be (i)
Seventeen Million Two Hundred Fifty Thousand Dollars ($17,250,000)
plus>(ii) the Total Basis Valuation Amount (it being understood
that, if the Total Basis Valuation Amount is negative, the purchase
price shall be reduced by such amount), plus>(iii) the Total
Fixed Price Valuation Amount (it being understood that, if the
Total Fixed Price Valuation Amount is negative, the purchase price
shall be reduced by such amount), plus>(iv) the Natural Gas
Inventory Amount, plus>(v) the Security Deposit Amount,
minus>(vi) an amount equal to the aggregate of the Assumed
Customer Credit Balances, minus>(vii) an amount equal to the
aggregate of the Assumed Customer Deposits, plus>(viii) the
assumption of the Assumed Liabilities (other than the Assumed
Customer Credit Balances and the Assumed Customer Deposits). The
purchase price shall be subject to adjustment to the terms of the
Asset Purchase Agreement.

Each of the parties have agreed to certain customary
representations, warranties and covenants in the Asset Purchase
Agreement. The consummation of the transaction is subject to the
satisfaction or waiver of customary conditions, as set forth in the
Asset Purchase Agreement, including, among other things, receipt of
third party and any applicable regulatory approvals.

The Asset Purchase Agreement may be terminated at any time prior to
the Closing by mutual written agreement of the parties; by any
party if any of the conditions in Sections 7.01, or 7.02 , as
applicable, shall not have been fulfilled by March 1, 2017; by any
party if the transactions contemplated by the Asset Purchase
Agreement become illegal or are prohibited by law; by the
non-breaching party if a party breaches certain obligations under
the Asset Purchase Agreement, and if capable of being cured, such
breach is not cured within the time periods set forth in the Asset
Purchase Agreement. If the Asset Purchase Agreement is terminated
for any reason other than the reasons set forth in 6.04(b),
9.01(a), 9.01(b), 9.01(c) or 9.01(d) and all the conditions to
closing under 7.02 and 7.03 have been satisfied, the
Non-terminating Parties shall pay the Terminating Parties a
Termination Fee in the amount of $1,500,000.00 as liquidated
damages.

A copy of the Asset Purchase Agreement is attached hereto as
Exhibit 2.1 and a copy of the press release of Sprague regarding
the Asset Purchase Agreement is attached hereto as Exhibit 99.1.
Each of the foregoing exhibits is incorporated herein by reference.
The descriptions of the Asset Purchase Agreement contained in this
Current Report on Form 8-K are qualified in their entirety by
reference to the full text of the Asset Purchase Agreement.

The Asset Purchase Agreement has been included to provide security
holders with information regarding their terms. These agreements
are not intended to provide any other factual information about the
parties thereto. The representations, warranties and covenants
contained in the Asset Purchase Agreement were made solely for
purposes of such agreements and as of specific dates, were solely
for the benefit of the parties to the Asset Purchase Agreement and
may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made
for the purposes of allocating contractual risk between the parties
to the Asset Purchase Agreement instead of establishing these
matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to security holders. Security holders are not
third-party beneficiaries under the Asset Purchase Agreement and
should not rely on the representations, warranties and covenants or
any descriptions thereof as characterizations of the actual state
of facts or condition of the parties thereto. Moreover, information
concerning the subject matter of the representations and warranties
may change after the date of the Asset Purchase Agreement which
subsequent information may or may not be fully reflected in
Spragues public disclosures.

Item 7.01 Regulation FD Disclosure.

Beginning on January 3, 2017, Sprague will be sharing a
presentation with its investors highlighting key points associated
with the Global natural gas and electricity brokerage assets. The
presentation will be posted to the Investor Relations section of
Sprague’s website, www.spragueenergy.com. A copy of the
presentation to be discussed is furnished herewith as Exhibit 99.2
and incorporated herein by reference in its entirety.

The information in this Item 7.01 and in Exhibit 99.2 attached to
this Current Report on Form 8-K shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), nor shall this Item 7.01, such Exhibit
99.2 or any of the information contained herein or therein be
deemed incorporated by reference in any filing under the Exchange
Act or the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

Any statements in this Current Report on Form 8-K or press release
about future expectations, plans and prospects for Sprague,
including statements about the expected timetable for consummation
of the proposed transaction, and any other statements about
Sprague, or about Spragues future expectations, beliefs, goals,
plans or prospects, constitute forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934.
Any statements that are not statements of historical fact
(including statements containing the words believes, plans,
anticipates, expects, estimates and similar expressions) should
also be considered forward-looking statements. A number of
important factors could cause actual results or events to differ
materially from those indicated by such forward-looking statements,
including the parties ability to consummate the transaction; the
conditions to the completion of the transaction, including the
receipt of certain consents required in connection with the
transaction which may not be obtained on the terms expected or on
the anticipated schedule; the parties ability to meet expectations
regarding the timing, completion and accounting and tax treatments
of the transaction; the possibility that the parties may be unable
to achieve expected synergies and operating efficiencies within the
expected time-frames or at all or be unable to successfully
integrate Global’s operations into those of Sprague; the
possibility that the integration of Global into Sprague may be more
difficult, time consuming or costly than expected; resulting
increases in operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers or suppliers); and, the
ability of Sprague to retain certain key employees of Global. Other
applicable risks and uncertainties related to our business have
been described more fully in Spragues most recent Annual Report on
Form 10-K filed with the U.S. Securities and Exchange Commission
(SEC) on March 10, 2016, and in our subsequent Form 10-Q filings,
and Form 8-K and other documents filed with the SEC. Sprague
undertakes no obligation and does not intend to update any
forward-looking statements to reflect new information or future
events. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release.

Non-GAAP Measures

To supplement the financial information presented in accordance
with United States generally accepted accounting principles (GAAP),
Spragues management uses certain non-GAAP financial measurements.
You can find disclosures on our use of these non-GAAP measures, as
well as reconciliations between GAAP and these non-GAAP measures,
in Sprague’s “Non-GAAP Measures Quarterly Supplement” located in
the Investor Relations section of Spragues website,
www.spragueenergy.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated: January 3, 2017

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