Parkland Announces $500 Million Senior Note Offering
Offering proceeds will be used to fund a portion of Parkland’s purchase of all of the shares of Chevron
Canada R&M ULC
(All financial figures are approximate and in Canadian dollars unless otherwise noted)
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Parkland Fuel Corporation (“Parkland”) (TSX:PKI), Canada’s largest independent marketer of fuel and petroleum products,
announced today that it has entered into an underwriting agreement to sell, pursuant to a private placement (the “Offering”), $500
million aggregate principal amount of 5.625% senior notes due May 9, 2025 (the "Notes").
On April 18, 2017, Parkland announced that it had entered into an agreement with Chevron Canada Limited (“CCL”) to acquire all
of the shares of Chevron Canada R&M ULC, which operates its Canadian integrated downstream fuel business (the
“Acquisition”).
The net proceeds of the Offering will be used by Parkland to fund a portion of the Acquisition’s purchase price. Subject to the
satisfaction of customary closing conditions, the Offering is expected to close on May 9, 2017.
The Offering is being underwritten by TD Securities Inc., National Bank Financial Inc. and Merrill Lynch Canada Inc. as joint
bookrunners and joint lead managers, Scotia Capital Inc. as joint lead manager, and RBC Dominion Securities Inc., CIBC World
Markets Inc., BMO Nesbitt Burns Inc. and Wells Fargo Securities Canada, Ltd. as co-managers.
The Notes are being 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 are being offered
and sold 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 on Regulation S under the U.S.
Securities Act.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
Forward-Looking Statements
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 size and terms of the Offering, the use
of proceeds of the Offering and the timing and completion of the Offering or 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 Offering and Acquisition; failure
to obtain necessary regulatory or other third party consents and approvals required to complete the Acquisition and/or the
Offering; failure to complete the Acquisition or the Offering; 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 or the Offering in the manner described in this press
release or at all. If Parkland is unable to complete the Acquisition or the Offering, 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 year ended December 31, 2016 (the "MD&A"), including the disclosure contained under the heading "Risk
Factors" therein. The 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 largest 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 in 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.
To sign up for Parkland news alerts, please go to https://goo.gl/mNY2zj or visit www.parkland.ca.
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Parkland Fuel Corporation
Investor Inquiries
Ben Brooks, 403-567-2534
Vice President Treasury & Investor Relations
Ben.Brooks@parkland.ca
or
Media Inquiries
Annie Cuerrier, 403-567-2579
Director, Corporate Communications
Annie.Cuerrier@parkland.ca
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