CALGARY, Alberta--(BUSINESS WIRE)--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.
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.