Parkland Fuel Corporation

Parkland Fuel Corporation

November 08, 2013 08:05 ET

Parkland Fuel Corporation Enters the United States With Acquisition of 1.1 Billion Litre (300 Million Gallon) Fuel Distribution Business, and Provides Updated 2014 Guidance

SPF Energy Inc.'s Operations are Contiguous with Parkland's Western Canadian Presence, Shares the Same Supply Orbit and Business Mix as Parkland's Core Operations

RED DEER, ALBERTA--(Marketwired - Nov. 8, 2013) - Parkland Fuel Corporation ("Parkland" or the "Corporation") (TSX:PKI), Canada's largest independent supplier and reseller of fuels and petroleum products, today announced that it has entered into a definitive agreement to acquire all outstanding shares of North Dakota's SPF Energy Inc. ("the Acquisition" or "SPF"), the parent company of Farstad Oil Inc. and Superpumper Inc.

All financial figures have been converted to Canadian dollars.

Subject to satisfaction of closing conditions, the outstanding shares of SPF will be purchased for approximately $110 million consisting of approximately $89 million cash and approximately $21 million in common shares of Parkland. Parkland intends to leverage its strong balance sheet position to fund the majority of the transaction.

SPF's Adjusted EBITDA for the four quarters ending June 30, 2013 was approximately $20 million.

"Our strategy is to grow in areas with strong future prospects where we can immediately add value through our strong supply capability. Extending our operations into the Northwest United States, an area experiencing strong economic growth, fits both these parameters," said Bob Espey, President and Chief Executive Officer of Parkland. "Parkland's acquisition plan has progressed faster than originally anticipated due to a strong acquisition pipeline that continues to present us with a number of very attractive opportunities. Investors should expect us to continue to acquire companies and adhere to our disciplined approach while we continue our pursuit of accretive growth."

Inclusive of the Acquisition, in the first year and a half of its five year strategic plan, Parkland will have successfully added approximately 1.7 billion litres in fuel volumes and $47 million in annualized Adjusted EBITDA through acquisitions. Parkland's acquisitions over the past year have been completed at an average multiple of less than five times Adjusted EBITDA. Parkland has also identified approximately $8 million in synergies across its acquisitions this year and identified savings of $11 million with its Give me five! initiative for a total of $66 million in annualized progress towards Parkland's goal of adding an additional $125 million in Adjusted EBITDA by 2016.

Acquisition Highlights:


  • Assets are located in markets experiencing the strongest GDP growth in North America;
  • Scalable growth platform in the Northwest United States; and
  • Accretive to Parkland shareholders at an estimated $0.13/share in net earnings and $0.12/share in distributable cash flow on an annualized basis.


  • Export opportunity for excess refined product in Western Canada; and
  • Enhanced supply capability leveraging Elbow River Marketing's rail assets.


  • Similar business mix to Parkland; and
  • High quality personnel with strong customer relationships.

SPF supplies and distributes 1.1 billion litres (300 million gallons) of refined petroleum products throughout North Dakota, Montana, Minnesota, South Dakota and Wyoming. Their primary products include gasoline, distillates and lubricating oils. The company services more than 200 independent gasoline stations, 60 of which carry a major's brand. SPF also has rail trans-loading facilities and 40,000 barrels of bulk storage in Minot, North Dakota.

SPF has established a proud legacy of service since 1938, growing from a family-operated bulk fuels business into the largest distributor in North Dakota. Parkland is committed to ensuring that SPF continues to be locally operated by the same great leaders and employees that customers have come to know and trust over the years.

"As I retire, it is comforting to know that our employees are joining a family that cares about customer service, cares about their employees, and has the integrity to always do the right thing," said Jeff Farstad, Chief Executive Officer of SPF. "Having met Parkland's management team, I am confident that our employees will have great opportunities to grow with Parkland, and that they will be treated very well."

The acquisition is subject to the receipt of all necessary third party and regulatory consents and approvals, including the approval of Toronto Stock Exchange, which are expected in the coming weeks with closing expected to be effective January 1, 2014.

2014-2016 Adjusted EBITDA Guidance Update:

The Parkland Penny Plan is part of a five year strategic plan that aims to double 2011 normalized Adjusted EBITDA of $125 million by the end of 2016 (normalized Adjusted EBITDA excludes one-time costs and irregular profits). The plan is expected to derive $70 million through a one cent per litre increase in profitability, plus $55 million through new acquisitions.

As a result of the acquisition of SPF, part of which was risk weighted in the original forecast, Parkland is increasing its 2014 expected case by $10 million per year to $200 million, and raised both the low and high case to $185 million and $209 million respectively. Similar adjustments have also been made to the long-term forecast for 2015 and 2016 respectively.

The assumptions that support these forecasts have not changed from what was outlined in previous guidance. Parkland today also announced, in a separate news release, its financial results for the third quarter of 2013.

Conference Call Information

Parkland Fuel Corporation will host a webcast and conference call at 7:00 a.m. MT (9:00 a.m. ET) on November 8th, 2013 to discuss the acquisition of SPF and Parkland's third quarter 2013 results.

President and CEO Bob Espey, Senior Vice President and CFO Mike Lambert, and Vice President of Strategy and Corporate Development Irfhan Rawji will be available to take questions from securities analysts, brokers and investors following their formal comments.

Please log into the webcast slide presentation 10 minutes before the start time at:

To access the conference call by telephone from within Canada dial toll free 1-888-241-0394. International callers or callers from the Toronto area should use (647) 427-3413. Please connect approximately 10 minutes prior to the beginning of the call and quote the conference ID: 7439 0265.

The webcast will be available for replay within 24 hours of the end of the conference call.

Forward-Looking Information

Certain information included herein is forward-looking. Forward-looking statements include, without limitation, statements regarding the value of the common shares to be issued and cash to be paid in consideration for the Acquisition, the successful completion of the Acquisition and the timing thereof, the anticipated benefits, including, without limitation, the opportunities, capabilities and synergies, that may result as a consequence of the Acquisition, the sources of funding for the Acquisition, the accretive impact of the Acquisition, the operations of SPF and Parkland following the completion of the Acquisition, the satisfaction of all conditions to the completion of the Acquisition, including, without limitation, obtaining all necessary third party and regulatory consents and approvals, Parkland's expectation of its future financial position, business and growth strategies, including the manner in which such strategies will be implemented, budgets, projected costs, sources of growth, capital expenditures, financial results, future acquisitions and the efficiencies to be derived therefrom and plans and objectives of or involving Parkland. Many of these statements can be identified by looking for words such as "believe", "expects", "expected", "will", "intends", "projects", "projected", "anticipates", "estimates", "continues", or similar words and include, but are not limited to, statements regarding the accretive effects of acquisitions and the anticipated benefits of acquisitions. 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.

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: failure to complete the Acquisition, failure to obtain the necessary regulatory or other third party approvals, failure to achieve the anticipated benefits of the Acquisition, failure to meet financial, operational and strategic objectives and plans, general economic, market and business conditions; industry capacity; competitive action by other companies; refining and marketing margins; the ability of suppliers to meet commitments; actions by governmental authorities including increases in taxes; changes in environmental and other regulations; and other factors, many of which are beyond the control of Parkland. 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.

About Parkland Fuel Corporation

Parkland Fuel Corporation is an independent supplier and reseller of petroleum products, empowered by a continent-wide logistics, supply and trading platform. We provide motorists, businesses, consumers and wholesale customers with a safe and dependable source of gasoline, diesel, propane, lubricants, heating oil and other products through a network of locations across North America that are run by community based operators who care.

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