RED DEER, AB--(Marketwired - September 16, 2016) -
NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION ON TO UNITED STATES NEWS WIRE SERVICES
(All amounts in Canadian dollars unless specified otherwise)
Parkland Fuel Corporation ("Parkland") (TSX: PKI), Canada's largest and one of North America's fastest growing independent marketer of fuel and petroleum products, announced today the closing of its previously announced private placement of senior unsecured notes due September 16, 2024 (the "Notes") with an aggregate principal amount of $300 million (the "Offering"). The Notes will bear interest at the rate of 5.75% per annum, payable semi-annually in arrears.
The net proceeds of the Offering will be placed in escrow and will be released from escrow upon satisfaction of the applicable release conditions in connection with the previously announced acquisition by Parkland of the majority of the Canadian business and assets of CST Brands, Inc. from Alimentation Couche-Tard Inc. (the "Acquisition"). Once released, the net proceeds will be used by Parkland to fund a portion of the Acquisition's purchase price.
The offering was underwritten by TD Securities and National Bank Financial Markets as joint bookrunners, and RBC Capital Markets, Scotiabank, BMO Capital Markets, CIBC and Canaccord Genuity, as co-managers.
The Notes were conditionally offered for sale in Canada on a private placement basis pursuant to certain prospectus exemptions. The Notes have not been registered under the U.S. Securities Act, or any state securities laws, and were offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and applicable state securities laws and outside the United States in offshore transactions in reliance of Regulation S under the U.S. Securities Act.
This press release does not constitute an offer to sell, constitute an offer, solicitation or sale in any jurisdiction or a solicitation of an offer to buy, any security and shall not in which such an offer, solicitation, or sale would be unlawful.
FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES
Certain information included herein is forward-looking. Many of these forward looking statements can be identified by words such as "believe", "expects", "expected", "will", "intends", "projects", "projected", "anticipates", "estimates", "continues", "objective" or similar words and include, but are not limited to, statements regarding, the use of proceeds of the Offering and the timing and completion of the Acquisition. Parkland believes the expectations reflected in such forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.
The forward-looking statements contained herein are based upon certain assumptions and factors including, without limitation: historical trends, current and future economic and financial conditions, and expected future developments. Parkland believes such assumptions and factors are reasonably accurate at the time of preparing this press release. However, forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties some of which are described in Parkland's annual information form and other continuous disclosure documents. Such forward-looking statements necessarily involve known and unknown risks and uncertainties and other factors, which may cause Parkland's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors include, but are not limited to, risks associated with: failure to obtain necessary regulatory or other third party consents and approvals required to complete the Acquisition; failure to complete the Acquisition; general economic, market and business conditions; industry capacity; the operations of Parkland's assets, competitive action by other companies; refining and marketing margins; the ability of suppliers to meet commitments; actions by governmental authorities and other regulators including increases in taxes; changes and developments in environmental and other regulations; and other factors, many of which are beyond the control of Parkland. There is a specific risk that Parkland may be unable to complete the Acquisition in the manner described in this press release or at all. If Parkland is unable to complete the Acquisition there could be a material adverse impact on Parkland and on the value of its securities. Readers are directed to, and are encouraged to read, Parkland's management discussion and analysis for the six months ended June 30, 2016 (the "Q2 MD&A"), including the disclosure contained under the heading "Risk Factors" therein. The Q2 MD&A is available by accessing Parkland's profile on SEDAR at www.sedar.com and such information is incorporated by reference herein.
Any forward-looking statements are made as of the date hereof and Parkland does not undertake any obligation, except as required under applicable law, to publicly update or revise such statements to reflect new information, subsequent or otherwise. The forward looking statements contained in this press release are expressly qualified by this cautionary statement.
ABOUT PARKLAND FUEL CORPORATION
Parkland delivers gasoline, diesel, propane, lubricants, heating oil and other high-quality petroleum products to motorists, businesses, households and wholesale customers in Canada and the United States. Our mission is to be the partner of choice for our customers and suppliers, and we do this by building lasting relationships through outstanding service, reliability, safety and professionalism.
We are unique in our ability to provide customers with dependable access to fuel and petroleum products, utilizing a portfolio of supply relationships, storage infrastructure, and third-party rail and highway carriers to rapidly respond to supply disruptions in order to protect our customers.