Transformational Business Combination Establishes Strong International Growth Platform; SOL’s Simpson Group to Own 9.9% of Parkland

Parkland Fuel Corporation (“Parkland”, “We”, “Our” or “Us”), (PKI) Canada’s largest and one of North America’s fastest growing independent marketers of fuel and petroleum products and a leading convenience store operator, and SOL Limited have entered into an agreement to complete a business combination (the “Business Combination” or “Transaction”) between Parkland and SOL Investments Limited ()SIL”) and its subsidiaries ()SOL”). A privately-held company owned by the Simpson Group, SOL is the largest independent fuel marketer in the Caribbean and a wholly-owned subsidiary of SOL Limited.

SOL supplies and markets a total of 4.8 billion liters of fuel volume annually across 23 countries in the Caribbean and generated US$215 million (approximately C$280 million [i] ) in adjusted earnings before taxes, depreciation and amortization (“Adjusted EBITDA”) in the 12-month period ending June 2018.

The Transaction will result in Parkland acquiring 75% of the issued and outstanding shares in the capital of SIL (the “SIL Shares”) for total consideration of US$1.21 billion (approximately C$1.57 billion) plus customary post-closing adjustments on a cash-free and debt-free basis (the “Purchase Price”), and SOL Limited acquiring 12.16 million common shares in the capital of Parkland ()Parkland Shares”). This equates to a purchase price multiple on the 75% equity interest in SOL of approximately 7.5x Adjusted EBITDA, excluding working capital. Upon closing the Simpson Group, through its ownership in SOL Limited, will own approximately 9.9% of the issued and outstanding shares in Parkland and its intention is to remain a long-term investor in Parkland. The Transaction is expected to be immediately accretive to Parkland’s distributable cash flow per share by approximately 17% (pre-synergies).

The remaining 25% of the shares outstanding in SIL are subject to the Minority Purchase/Sale Right (as defined below) pursuant to which Parkland may elect to acquire or SOL Limited may elect to sell the remaining shares in the capital of SIL. Based on SOL’s Adjusted EBITDA for the 12-month period ending June 2018, the Adjusted EBITDA attributable to Parkland from the 75% ownership stake in SOL would have been US$161 million (approximately C$210 million), representing 75% of SOL’s Adjusted EBITDA for the period.

Parkland President and CEO Bob Espey said, “The addition of SOL will extend our global supply reach and enable us to continue to build our supply advantage to benefit our entire business. With its integrated supply chain backed by an extensive distribution network, fortress assets, a premier brand portfolio and an exceptional team, SOL has built a strong market position with unparalleled regional scale. Together, Parkland and SOL create a significant North American and Caribbean growth platform. We are delighted to partner with the Simpson Group and welcome the opportunity to work with SOL’s strong management team to optimize and grow SOL’s industry leading retail and supply network through our combined scale and expertise.”

Sir Kyffin Simpson, CBE, Founder of SOL Limited said, “I am exceptionally pleased to announce the coming together (Business Combination) of Parkland and SOL, which will ensure an exciting and dynamic future for everyone. With a desire to continue to develop and grow the business through expansion in new areas, I am extremely blessed to bring in our good friends Parkland of Canada to the Caribbean. I have long admired Parkland as a company with their futuristic vision and energy, and I have been tremendously impressed with Bob Espey’s strong leadership along with his exceptional management team.”

“I am truly confident that this coming together with the fantastic team at SOL will be a complementary blend of cultures, ideas, technology and innovation. I am convinced that Parkland and SOL are perfectly matched to develop new and exciting opportunities, with renewed energy that will provide excellent avenues for the development of our people that will in turn enhance our customer experience and open new doors for great synergies and improved logistics. With forty-three million people and a GDP of more than US$200 billion, this is the perfect time to take advantage of the tremendous opportunities that abound in the Caribbean.”

“This coming together will also provide a big boost of confidence for regional investment opportunities and we are happy to do our part in this regard. Please therefore join with me in welcoming this wonderful team and organization to the region. I pray God’s richest blessings on this coming together and I look forward to what the future has in store for us all.”

Chief Financial Officer Mike McMillan said, “The scale of the pro-forma business combined with the strong cash flow from operations and operational synergies expected from SOL will further strengthen Parkland’s balance sheet and capital structure. The financing for the Transaction will enable Parkland’s pro forma total leverage ratio to remain below 3.5x. In addition, Parkland will be in a strong position from a balance sheet and capital structure perspective to continue to execute on our growth strategies.”

Key Highlights

The addition of stable earnings from 526 retail stations (266 company-owned or company-leased sites and 260 dealer owned and operated sites);
Provides an opportunity to roll out Parkland’s private label, loyalty and enhanced food offer;
Positions Parkland to access supply at scale in the US Gulf Coast, creating future growth opportunities and supply advantage in the US Gulf and Atlantic coasts for Parkland USA (in addition to our continued focus on the US Northern Tier and Rocky Mountain regions);
Total identified annual run-rate synergies of approximately 20% of SOL’s Adjusted EBITDA over the next three years;
Pro forma net debt to Parkland Adjusted EBITDA of approximately 3.2x on a consolidated basis with a strong deleveraging profile; and
The SOL operating brands will remain in place, and the SOL business will retain key management and continue to be managed from the Caribbean.
Parkland and SOL Limited, the sole shareholder of SIL, will enter into a shareholders agreement that grants a call right for Parkland and put right for SOL Limited (collectively, the “Minority Purchase/Sale Right”), pursuant to which Parkland may elect to acquire or SOL Limited may elect to sell the remaining 25% portion of the issued and outstanding shares in the capital of SOL ()Remaining Shares”) at a value of 8.5x the Adjusted EBITDA of SOL based on the then current audited financial statements. The Minority Purchase/Sale Right will be exercisable by either party for a period of 90 days following the release by Parkland of its audited financial statements for the fiscal year ended December 31, 2020 (or December 31, 2021 in the event that closing does not occur on or before December 31, 2018). The Minority Purchase/Sale Right will be exercisable annually thereafter by either party for a period of 90 days following the release by Parkland of its audited annual financial statements.

The Transaction is subject to the receipt of customary third-party consents and regulatory approvals, including approval of the Toronto Stock Exchange. Closing of the Transaction is expected to occur in late Q4 2018.

Strategic Rationale

Through strategic acquisitions and organic growth, SOL has built ‘fortress assets’ in stable markets across the region;
SOL is the largest independent fuel marketer and convenience store operator in the Caribbean region, with more than 4.8 billion liters of annual volume and approximately US$215 million (approximately C$280 million) in estimated Adjusted EBITDA (excluding expected synergies);
Provides comprehensive and key infrastructure in the Caribbean region to extend and enhance Parkland’s supply advantage and expertise;
Adds significant scale to Parkland’s retail and supply businesses;
Provides increased exposure to stable earnings across multiple lines of business;
Provides diversification from the North American market;
Significantly contributes to Parkland’s US dollar cash flows;
Positions Parkland to access supply at scale in the US Gulf Coast, creating future growth opportunities and supply advantage in the US Gulf and Atlantic coasts for Parkland USA;
Supports acquisition and expansion opportunities in the Caribbean region and broader Americas; and
Opens Parkland’s business to global supply advantages to benefit existing and future business opportunities.
SOL Retail Business

Represents approximately 2.0 billion liters of annual volume with operations in 20 countries;
Includes 526 retail stations (266 company owned or company leased sites and 260 dealer owned and operated sites); and
Operates 197 Shell-branded retail stations and 163 ESSO-branded retail stations and enjoys a long-standing relationship with both premier retail brands in the Caribbean. SIL also operates 93 SOL-branded stations, which enjoy excellent recognition in the Caribbean.
SOL Supply and Distribution Business

SOL’s infrastructure assets include 32 import terminals, 7 pipelines, 3 marine berths and 10 charter ships;
Enables SOL to achieve superior supply economics in the Caribbean region as it is the largest fuels marketer with an integrated supply chain;
Primary objective is to supply the SOL marketing business and any spare capacity is sold to third parties;
Chartered vessel fleet provides SOL with inter-island transportation and distribution capabilities;
Owned and leased terminals enable intermediate storage for large fuel cargoes across the region;
Geographically close to US Gulf Coast supply, one of the longest refined product markets in the world;
Ownership of 29% non-operating financial stake in the entity that owns and operates the SARA Refinery located in Fort-de-France, Martinique (the “SARA Refinery”). The capacity of the SARA Refinery is 16,000 thousand barrels per day; and
SARA Refinery owns and operates all the pipelines, ships and terminals required to supply refined products to Guadeloupe, French Guiana and Martinique.
SOL Commercial and Industrial Business

Represents approximately 1.8 billion liters of annual volume with operations in 21 countries;
Supplies gasoline, diesel, fuel oil, LPG (propane) and other petroleum products to commercial and industrial customers in the mining, power generation, manufacturing, construction, transport and hospitality industries;
Lubricants segment represents 21 million liters of annual volume and operations in 18 countries;
Distributes Shell and Pennzoil-branded lubricants and is the largest licensed distributor of Shell-branded lubricants in the Caribbean;
LPG (propane) segment represents 47 million liters of annual volume and operations in 10 countries;
Distributes LPG (propane) direct to customers under the highly recognizable SOL Energy brand; and
Distributes LPG (propane) to other distributors and governments under various supply agreements.
SOL Aviation Business

Represents approximately 600 million liters of annual volume with operations in 13 countries;
Operates in most countries through joint ventures with various third parties. Joint ventures are structured to enable maximum utilization of high cost fixed assets; and
Jointly owns airport terminals and infrastructure in several markets.
Parkland Financing

The Transaction and related fees and expenses will be financed by Parkland with a fully underwritten financing package:

Debt financing of approximately C$1.1B underwritten by Canadian Imperial Bank of Commerce and National Bank of Canada as Co-Lead Arrangers and Bookrunners consisting of:
– C$470 million of senior secured bank debt, a US$250 million (approximately C$325M million) term loan and a term facility of C$300 million.
SOL Limited will provide approximately C$518 million of equity financing through its investment in Parkland:
– Parkland will issue 12.16 million Parkland shares to SOL Limited from treasury as partial consideration for the Business Combination at a price of approximately C$42.62 per share, representing the 5-day volume-weighted average price of Parkland’s common shares on the Toronto Stock Exchange as of market close on October 9, 2018. After closing, SOL Limited will own approximately 9.9% of the issued and outstanding common shares in Parkland.
Parkland expects to replace the term facility with alternative longer-term debt prior to the closing of the Transaction.

Investor Event and Conference Call Information

Parkland will host a webcast and conference call at 6:30 AM MT (8:30 AM ET) on October 10, 2018 to discuss the Transaction. Parkland’s Senior Leadership Team will be available to take questions from securities analysts and investors following their formal comments.

Please log into the webcast slide presentation 10 minutes prior to start time at:

Webcast: https://edge.media-server.com/m6/p/gxyt5yny

To access the conference call by telephone, dial toll-free (844) 889-7784. International callers should use (661) 378-9928, Conference ID: 1558797. Please connect approximately 10 minutes before the beginning of the call. The webcast will be available for replay one hour after the conference call ends. It will remain available at the link above for one year and will be posted to www.parkland.ca.

A link to the live webcast and investor presentation will be available on the Investors section of Parkland’s website at http://www.parkland.ca/investors/.

If you are unable to participate in the call, a replay will be available by dialing (855) 859-2056, Conference ID: 1558797 (Canada and USA toll-free). For international callers, please dial (404) 537-3406, Conference ID: 1558797. A transcript of the broadcast will be posted on the website once it becomes available.

About Parkland

Parkland is Canada’s largest and one of North America’s fastest growing independent suppliers and marketers of fuel and petroleum products and a leading convenience store operator. Parkland services customers through three channels: Retail, Commercial and Wholesale. Parkland optimizes its fuel supply across these three channels by operating the Parkland Burnaby Refinery, and leveraging a growing portfolio of supply relationships and storage infrastructure. Parkland provides trusted and locally relevant fuel brands and convenience store offerings, including its On the Run/March� Express banners, 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.

About SOL

By providing fuels, lubricants, LPG products and an extensive network of service stations, SOL enables the energy that keeps the heart of our region beating. SOL is the largest independent petroleum marketing company in the Caribbean region and is committed to supporting and empowering the communities in which it operates.

With operations spanning across twenty-three territories, SOL’s highly qualified team reflects the talent, spirit and diversity of the region. SOL serves a wide range of commercial customers who are involved in shipping, luxury boating, aviation, mining, trucking and fleet operations, as well as families and individuals – hard working men and women who need a reliable partner to fuel their vehicles, homes and lives.

Advisors

Deloitte provided transaction services in respect of the Business Combination.

National Bank Financial Inc. served as financial advisor to Parkland.

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking information and statements (“collectively, “forward-looking statements”). 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 expressions and include, but are not limited to, statements regarding Parkland’s expectation of its future financial position, business and growth strategies and objectives, sources of growth, capital expenditures, financial results, future financing and the terms thereof, future transactions and the efficiencies to be derived therefrom, the successful completion of the Transaction and the timing thereof, the accretive impact of the Transaction (including the expected impact to Parkland’s distributable cash flow per share), the expected benefits resulting from the Transaction including Parkland’s leverage pro forma following the Transaction, Adjusted EBITDA of the business acquired in the Transaction, the Simpson Group’s intentions with respect to its ownership of Parkland, future projections of Adjusted EBITDA, the contribution to EBITDA and/or Adjusted EBITDA from the Transaction, volumes and gross margins expected to be derived from the Transaction, expected synergies and growth opportunities (including geographic areas of potential growth) resulting from the Transaction, the number of Parkland Shares to be issued as partial consideration for the Transaction, expected exercise of the Minority Purchase/Sale Right and the terms thereof, sources of financing for the Transaction, the ability of Parkland to refinance indebtedness under its term facility, Parkland’s expected pro forma total leverage, strength of Parkland’s balance sheet and capital structure pro forma the Transaction and Parkland’s continued ability to execute on its growth strategies. 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 9, 2018 (“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: the failure to achieve the anticipated benefits of the Transaction, the aggregate amount of any adjustments to the Purchase Price, the ability to secure funding to finance the consideration payable upon the exercise of the Minority Purchase/Sale Right, expansion of Parkland’s business into the Caribbean, the ability of suppliers to meet commitments, failure to retain key management, failure to execute on plans to deleverage the combined Parkland business, failure to obtain necessary regulatory or other third party consents and approvals required to complete the Transaction, failure to complete the Transaction, failure to secure alternative sources of funding to the term facility on terms acceptable to Parkland, failure to meet financial, operational and strategic objectives and plans, general economic, market and business conditions, industry capacity, failure to realize anticipated synergies from the Transaction, the operations of Parkland’s assets, competitive action by other companies, 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 Transaction in the manner described in this press release or at all. If Parkland is unable to complete the Transaction, there could be a material adverse impact on Parkland and on the value of its securities. 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. Readers are directed to, and are encouraged to read the risks and uncertainties described in “Forward-Looking Statements” and “Risk Factors” included in Parkland’s AIF and in “Forward-Looking Statements” and “Risk Factors” included in Parkland’s management discussion and analysis for the year ended December 31, 2017 (the “MD&A”) and for the three and six months ended June 30, 2018 (the “Q2 2018 MD&A”), as such information is incorporated by reference herein, each as filed on SEDAR at www.sedar.com and available on the Parkland website at www.parkland.ca.

Non-GAAP Financial Measures

This press release refers to certain financial measures that are not determined in accordance with International Financial Reporting Standards (“IFRS”). Net debt to Adjusted EBITDA and distributable cash flow per share are not measures recognized under IFRS and do not have standardized meanings prescribed by IFRS. Other issuers may calculate these non-GAAP measures differently. Parkland considers these to be important supplemental measures of Parkland’s performance and believes these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industries.

In reference to Parkland’s Adjusted EBITDA, Adjusted EBITDA is a measure of segment profit and is considered to be forward-looking information in this document. See Section 12 of the Q2 2018 MD&A and Note 14 of the Interim Condensed Consolidated Financial Statements for a reconciliation of this measure of segment profit.

In reference to SOL’s Adjusted EBITDA, Adjusted EBITDA refers to the agreed-upon normalized earnings before income taxes, depreciation and amortization of SOL for the purposes of this Transaction, is considered to be forward-looking information in this document, and does not represent Parkland’s definition of Adjusted EBITDA.

Investors are encouraged to evaluate each adjustment and the reasons Parkland considers it appropriate for supplemental analysis. Readers are cautioned, however, that these measures should not be construed as an alternative to net income determined in accordance with IFRS as an indication of performance. The financial measures that are not determined in accordance with IFRS in this press release are expressly qualified by this cautionary statement. Parkland believes these financial measures based are on such information that is reasonable but no assurance can be given that these expectations will prove to be correct and such figures should not be unduly relied upon.

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