RED DEER, AB--(Marketwired - September 07, 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 independent marketer of fuel and petroleum products, announced today that it has closed its previously announced offering (the "Offering") of subscription receipts (the "Subscription Receipts") exchangeable into common shares of Parkland ( the "Shares") on a one-for-one basis.
On August 22, 2016, Parkland announced that it had entered into an agreement with a syndicate of underwriters (the "Underwriters"), led by TD Securities Inc. and National Bank Financial Inc., to sell, on a bought deal private placement basis, 8,200,000 Subscription Receipts at a price of $24.50 per Subscription Receipt. Subsequently, the Underwriters exercised, in full, their underwriters' option to acquire an additional 1,230,000 Subscription Receipts on the same terms and conditions, such that a total of 9,430,000 Subscription Receipts were issued today at closing of the Offering for total gross proceeds of $231,035,000.
Each Subscription Receipt represents the right to receive one Share, at no additional consideration, upon the closing of 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"). If the closing of the Acquisition (the "Acquisition Closing") occurs on or before August 22, 2017, and record dates for one or more cash dividends on the Shares shall have occurred since the closing of the Offering and prior to the Acquisition Closing, each holder of a Subscription Receipt will also be entitled to receive cash payments per Subscription Receipt equal to the amount of such per-Share dividends, and paid on the later of the Acquisition Closing or the date the applicable dividend is paid to shareholders.
The net proceeds from the Offering will be deposited in escrow pending the Acquisition Closing. If the Acquisition Closing occurs on or before August 22, 2017, the escrowed proceeds from the Offering will be released to Parkland and used by Parkland to pay a portion of the purchase price of the Acquisition. If the Acquisition Closing does not occur by August 22, 2017, holders of the Subscription Receipts will receive the full purchase price of such Subscription Receipts together with their pro rata portion of the interest earned on the escrowed proceeds.
The Subscription Receipts were offered by way of private placement exemptions to accredited investors in all provinces of Canada, and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended. The Subscription Receipts are subject to a four month hold period, under applicable securities laws in Canada.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act. This release does not constitute an offer to sell or a solicitation to buy such securities in the United States, Canada or in any other jurisdiction where such offer is 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 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: closing of the Acquisition; 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 Fuel Corporation is one of North America's fastest growing independent marketers of fuel and petroleum products. We deliver 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.
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