News Americas, CALGARY, Alberta, March 29, 2021: Designated News Release – Parkland Corporation (“Parkland”, “we”, the “Company”, or “our”) (TSX:PKI) announced today a private offering of US$800 million aggregate principal amount of senior unsecured notes (the “Offering”). The notes will bear interest at 4.500% per annum and are due October 1, 2029.
Parkland intends to use the net proceeds of the Offering to (i) redeem on April 14, 2021 all of the outstanding US$500 million aggregate principal amount of its 6.000% senior notes with a final maturity date of April 1, 2026, (ii) redeem on May 10, 2021 the remaining C$200 million of its C$500 million aggregate principal amount of 5.625% senior notes with a final maturity date of May 9, 2025 not already called for redemption (with conditional redemption notices for such redemptions issued today), and (iii) repay certain amounts outstanding under its revolving bank credit facility.
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 to a non-U.S. person 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 of these notes, 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 news release is neither an offer to purchase nor a solicitation of an offer to sell any of the 6.000% senior notes or the 5.625% senior notes and this press release shall not constitute a notice of redemption in respect thereof.
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 completion of the Offering, the use of proceeds of the Offering and statements regarding the redemptions for the 6.000% senior notes and the 5.625% 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 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.