NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
CALGARY, Alberta, March 09, 2021 (GLOBE NEWSWIRE) -- Parkland Corporation (“Parkland”, "we", the "Company", or "our") (TSX:PKI) announced today that it has entered into an underwriting agreement to sell at par, pursuant to a private placement (the “Offering”), $600 million aggregate principal amount of 4.375% Senior Unsecured Notes due March 2029 (the "Notes").
Parkland intends to use net proceeds of the Offering, together with borrowings under its credit facilities, to redeem: (i) all of the outstanding $300 million aggregate principal amount of its 5.75% Senior Notes (the "5.75% Senior Notes") with a final maturity date of September 16, 2024; and (ii) $300 million of the outstanding $500 million aggregate principal amount of its 5.625% Senior Notes (the "5.625% Senior Notes") with a final maturity date of May 9, 2025 (collectively referred to as the "Redemptions"), in each case, at the applicable redemption price noted below, plus accrued and unpaid interest to the applicable redemption date.
The Offering is being underwritten by Scotiabank, RBC Capital Markets and CIBC World Markets as joint bookrunners, and a syndicate of underwriters, including BMO Capital Markets and TD Securities as co-lead managers, and J.P. Morgan, ATB Capital Markets, Desjardins Securities, HSBC, MUFG, National Bank Financial Markets, Wells Fargo Securities, Peters & Co. Limited, Canaccord Genuity and Goldman Sachs & Co. LLC 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.
Parkland also announced today that conditional redemption notices will be delivered for the full redemption of the 5.75% Senior Notes, with a redemption price of 102.875%, and the partial redemption of the 5.625% Senior Notes, with a redemption price of 102.813%. The redemption date for the 5.75% Senior Notes will be April 9, 2021 and the redemption date for the 5.625% Notes will be May 9, 2021. The Redemptions are conditional on the completion of the Offering.
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 size and terms of the Offering, the use of proceeds of the Offering, the timing and successful completion of the Offering and statements regarding the pricing and timing of the Redemptions. 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 dated March 5, 2021 (the “AIF”) 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 effecting the Redemptions since they are conditional on closing of the Offering; failure to obtain any necessary consents and approvals required to complete the Offering; failure to complete the Offering and Redemptions; and general economic, market and business conditions; 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 Offering and the Redemptions in the manner described in this press release or at all. If Parkland is unable to complete the Offering and/or Redemptions, 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, 2020 (the "MD&A") and the AIF, including the disclosure contained under the heading "Risk Factors" therein (including COVID-19 related risk factors). The MD&A and AIF are 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 Corporation
Parkland is an independent supplier and marketer of fuel and petroleum products and a leading convenience store operator. Parkland services customers across Canada, the United States, the Caribbean region and the Americas through three channels: Retail, Commercial and Wholesale. Parkland optimizes its fuel supply across these three channels by operating and leveraging a growing portfolio of supply relationships and storage infrastructure. Parkland provides trusted and locally relevant fuel brands and convenience store offerings in the communities it serves.
Parkland creates value for shareholders by focusing on its proven strategy of growing organically, realizing a supply advantage and acquiring prudently and integrating successfully. At the core of our strategy are our people, as well as our values of safety, integrity, community and respect, which are embraced across our organization.
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