Parkland Closes Previously Announced $662,030,000 Common Share Offering and $500,000,000 Senior Notes Offering
(All financial figures are approximate and in Canadian dollars unless
otherwise noted)
Parkland Fuel Corporation ("Parkland") (TSX:PKI):
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 closed its previously announced offering (the "Common Share
Offering") of common shares (the "Common Shares") for aggregate gross
proceeds of approximately $662 million and its previously announced
private placement of senior notes due May 9, 2025 (the "Notes") with an
aggregate principal amount of $500 million (the "Note Offering" and
collectively with the Common Share Offering, the "Offerings").
The net proceeds of the Offerings will be used by Parkland to fund a
portion of the previously announced agreement with Chevron Canada
Limited to acquire all of the shares of Chevron Canada R&M ULC, which
operates its Canadian integrated downstream fuel business (the
"Acquisition"). The Acquisition is expected to close in Q4 2017. In the
event the Acquisition is not completed, Parkland may use the net
proceeds of the Offerings to reduce indebtedness, fund future
acquisitions and for general corporate purposes.
The Common Share Offering was underwritten by TD Securities Inc. and
National Bank Financial Inc., as joint bookrunners, RBC Dominion
Securities Inc., Scotia Capital Inc., CIBC World Markets Inc., BMO
Nesbitt Burns Inc., AltaCorp Capital Inc. and Canaccord Genuity Corp.
The Note Offering was 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 Common Shares 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 "U.S. Securities Act").
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 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.
The securities offered have not been and will not be registered under
the U.S. Securities Act 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 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 use of
proceeds of the Offerings 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 Q1
management discussion and analysis for the three months ended March 31,
2017 (the "Q1 MD&A"), including the disclosure contained under the
heading "Risk Factors" therein. The Q1 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.
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or visit www.parkland.ca.
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