EX-99.(C)(8) 2 tm2220322d7_ex99-c8.htm EXHIBIT 99.(C)(8)

Exhibit (c)(8)

 

CONFIDENTIAL

GRAPHIC

Presentation to the Conflicts Committee of Sprague Resources GP LLC Discussion Materials August 26, 2022 / Confidential Jefferies LLC Member SIPC CONFIDENTIAL

GRAPHIC

Jefferies LLC August 2022 / SRLP is Outperforming Management’s Base Case Financial Forecast Comparison of FY2022 Financial Projections vs. Actual Results Financial Results – Comparison Highlights ◼ Recent financial results and revised FY2022 projections provided to the SRLP Board of Directors show that SRLP continues to outperform expectations in a volatile market ◼ Notably, the 2022YTD results and re-forecast of FY2022 projections are well ahead of Management’s projections provided as part of the take-private process ─ Current projected FY2022 Adjusted EBITDA of ~$124 MM vs. Management’s Base Case of ~$111 MM; outperformance of ~12% ─ Current projected FY2022 Cash Flow Available for Distributions of ~$73 MM vs. Management’s Base Case of ~$63 MM; outperformance of ~16% ─ Current projected FY2022 Excess cash coverage of ~$50 MM vs. Management’s Base Case of ~$41 MM; outperformance of 24% Actual vs. Projected – Favorable / (Unfavorable) Note: Quarterly Actual and Projected figures are approximate and based on recent Board materials. Current Management $ Variance % Variance Actual Actual Projected Projected BoD Materials Projections Fav / (Unfav) Fav / (Unfav) Q1-22 Q2-22 Q3-22 Q4-22 FY2022 FY2022 FY2022 FY2022 Total Adjusted Gross Margin $141.5 $49.2 $41.8 $69.2 $301.8 $278.4 $23.4 8.4% Adjusted EBITDA $89.6 $5.2 $1.0 $28.0 $123.8 $110.5 $13.2 12.0% Cash Flow Available for Distributions $83.6 ($9.8) ($14.1) $13.4 $73.1 $63.3 $9.8 15.5% Excess / (Shortfall) $72.2 ($21.2) ($14.1) $13.4 $50.3 $40.5 $9.8 24.2% Distribution Coverage 7.3x (0.9x) -x -x 3.2x 2.8x 0.4x 15.5% DCF / LP Unit $3.19 ($0.37) ($0.54) $0.51 $2.79 $2.41 $0.37 15.5% 1

GRAPHIC

Jefferies LLC August 2022 / Framing Hartree’s Request for a 3-Month Delayed Close ◼ Based on the agreed upon consideration of $19.00/unit, the total consideration payable to SRLP public unitholders is ~$127 MM ◼ It seems reasonable that Hartree would have cash available to fund $127 MM of consideration Consideration Payable to Public Unitholders is $127 MM 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 ◼ Hartree is proposing to pay an incremental quarterly distribution of $0.4338/unit as compensation for a 3-month delay ◼ Based on the number of publicly held units, this amounts to a total of ~$3 MM, or ~$1 MM per month Proposed Q3 Dividend Payment of $0.4338/Unit is a Small Price for a 3-Month Option Proposed Incremental Cash Consideration SRLP Common Units Held by Public (MM) 6.7 Q3-2022 Proposed Distribution / Unit $0.4338 Total Incremental Consideration Paid for Delay $2.9 Incremental Consideration per Month of Delay $1.0 ◼ Prior to Hartree’s take-private proposal, SRLP units traded at a distribution yield of 11.4% ─ This implies the unitholders’ cost of capital was a minimum 11.4% ◼ Hartree’s revised proposal implies they should accept a cost of capital of less than 10% Implied Discount Rate Required to Make Proposals Equivalent Likely Below Cost of Capital ($ MM, except per unit amounts) 2 Implied Cost of Capital of Revised Proposal Total Unitholder Proceeds if Closed on 11/28 $19.43 Total Unitholder Proceeds if Closed on 9/1 $19.00 Equivalent Discount Rate 9.8%