Calgary, Alberta, November 8, 2021 – Parkland Corporation (“Parkland”, "we", the "Company", or "our") (TSX:PKI) announced today that, subject to market and other conditions, it plans to commence a private offering of US$500 million aggregate principal amount of senior unsecured notes due 2030 (the “Offering”).
Parkland intends to use the net proceeds of the Offering, if completed, to redeem all of the outstanding $300 million aggregate principal amount of its 6.5% Senior Notes (the “6.5% Senior Notes”) with a final maturity date of January 21, 2027 and to repay a portion of the drawings under its revolving bank credit facility. Amounts repaid may be redrawn for general corporate purposes, including acquisitions and capital spending. A redemption notice will be delivered by Parkland today for the 6.5% Senior Notes, and the redemption will be conditional on the completion of the Offering.
The notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may be offered and sold outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of the notes in any state, or jurisdiction in which such offer, solicitation, or sale would be unlawful. This announcement does not constitute a notice of redemption with respect to the 6.5% Senior Notes.
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, whether the Offering will proceed, the use of proceeds of the Offering, the timing and successful completion of the Offering and statements regarding the redemption of the 6.5% Senior Notes. 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. 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 redemption of the 6.5% Senior Notes since it is 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 redemption; 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 redemption in the manner described in this press release or at all. If Parkland is unable to complete the Offering and/or redemption, there could be a material adverse impact on Parkland and on the value of its securities. See also the risks and uncertainties described in "Forward-Looking Information" and "Risk Factors" included in Parkland's Annual Information Form dated March 5, 2021, and "Forward-Looking Information" and "Risk Factors" included in the Q3 2021 MD&A dated November 2, 2021 and the Q4 2020 MD&A dated March 4, 2021, each filed on SEDAR and available on the Parkland website at www.parkland.ca.
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 a leading convenience store operator and independent supplier and marketer of fuel and petroleum products. 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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