Parkland : and Sunoco Unlocking Immediate Value and Future Upside (Parkland Sunoco Unlocking Immediate Value and Future Upside May 2025)
PKI.TO
Published on 05/28/2025 at 19:17
This communication contains certain statements which constitute information and statements
within the meaning the federal securities Section of the Securities of as amended (the "Securities
and Section of the Securities Exchange Act of as amended. All such statements are based upon current expectations
and ambitions that are subject to uncertainties and many of which are beyond the control Sunoco LP or and Parkland Corporation that could cause actual results to differ materially from those expressed in such statements.
In this statements address future business and
financial plans or and often but are not limited words such as
or similar or variations or negatives of
these but not all statements include such words. looking statements by their nature address matters that to different
such as the statements in this communication with respect among other the proposed and the anticipated benefits the
and timing of the proposed the belief that the combined company will be one of the largest independent fuel distributors in the the combined of
over proposed
consideration payable to the Parkland shareholders in connection with the proposed the preservation of key Canadian operations and including commitment to maintain employment levels in a
Canadian head office in and invest in the anticipated
and financial returns available to unitholders SunocoCorp as a result the proposed the pro forma unit and cash and equity dividends of
and the and financial of Sunoco completion of the proposed expected run-rate and improved margin and increased resilience.
statements are not guarantees of future performance and involve a number of risks and some of which are described in management information circular and proxy statement dated May 2025 (the "Information with respect to an annual and special meeting the holders of common
shares in the capital of the Company. Important risk factors that may cause such a but are not limited the completion of the proposed transaction
on terms and or at
coun the approval the of the common units SunocoCorp on the New York Stock and receipt Parkland shareholder
the anticipated tax unforeseen future capital
economic
financial business and management strategies for the expansion and growth of the combined
the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected
time the ability Sunoco and Parkland to integrate the business successfully and to achieve anticipated and value potential
to the proposed transaction that could be instituted against or their the risk that disruptions from the proposed transaction will harm or including current plans and operations and that
time and attention will be diverted on transaction-related potential adverse reactions or to business including with
competitors or credit rating resulting from the announcement or completion of the proposed rating agency actions and Sunoco and ability to access and debt markets on a timely an d affordable potential business including the outcome commercial negotiations and changes to business relationships during the pendency of the proposed transaction that could affect and/or financ ial and certain restrictions during the pendency of the proposed transaction that may impact ability to pursue cenain business opportunities or transactions
or otherwise operate its dilution caused by issuance of additional units limited partner interests in connection with the proposed costs and expenses and the possibility that the transaction may be
more expensive to complete than and those risks and uncenainties described (i) under the heading "Risk in the Information (ii) under the headings "Cautionary Statement and
current dated M
and under the headings and included in the Discussion and dated March each as filed on SEDAR+ and available on website at https://www.parkland.ca and (iii) in Item of Report on Form 10- filed with the U.S. Securities and Exchange Commission on 2025 and Item 1A of Sunoco Quarterly Report on Form filed with the SEC on 2025. Those disclosures are incorporated by reference in this communication. While the list factors presented here is considered no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present additional obstacles to the realization of forward-looking statements. Readers are cautioned not to place undue relianc e on the
statements contained in this which are as of the date of this communication. Sunoco and Parkland do not intend to update these statements unless required by the securities laws to do and Sunoco and Parkland undertake no to publicly release the result of any revisions to any such
statements may be made to events or
date this communication. The statements contained in this communication are expressly qualified by this cautionary statement.
This communication includes certain financial measures as defined under SEC Regulation G. EBITDA is defined as net income before net interest income tax amortization and accretion nOn-cash unit-based compensation unrealized gains and losses
on commodity derivatives and inventory and certain other
expenses reflected in net income that we do not believe are indicative
core such as gain or loss on disposal of assets and impairment charges. We define Distributable cash as adjusted as Adjusted EBITDA less cash interest including the accrual of interest expense related to our long-term debt which is paid on a current income tax maintenance capital expenditures and other non-cash adjustments. This communication includes the measure of Due to the forward-
nature the aforementioned financial
cannot reliably or reasonably predict certain of the necessary components of the most directly comparable GAAP measure without unreasonable due to the inherent difficulty in quantifying certain amounts due to a variety of including the unpredictability of commodity price movements and future charges or reversals outside the normal course of business which may be significant.
we are unable to present a quantitative reconciliation of such
financial measure to its most directly comparable forward-GAAP financial measure.
Other
All amounts are expressed in Canadian dollars unless otherwise noted.
Additional Information and Where to Find It
In connection with the potential transaction between Sunoco and SunocoCorp to any may a registration statement under the Securities Act or the Exchange which registration if and when filed under the Securities may contain a preliminary prospectus SunocoCorp. INVESTORS AND HOLDERS ARE URGED TO READ THE REGISTRATION IF WHEN
AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOM E BECAUSE THEY WILL IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and security holders will be able to obtain free copies of the registration statement / prospectus and when available) and other documents filed with the SEC by Sunoco or SunocoCorp the website maintained by the SEC at Copies of the documents filed with the SEC by Sunoco or SunocoCorp will also be available free of charge on website at
or contacting the contact below.
No Offeror
purposes and not and shall constitute an to sell or the solicitation of an to buy any securities or a solicitation of any vote or nor shall there be any
solicitation or sale of securities in any jurisdiction in which such solicitation or sale would be in contravention of
applicable law. No offer of securities shall be made except means of a prospectus meeting the requirements of Section 10 of the Securities or pursuant to an exemption or prior to registration or qualification under applicable securities laws.
One of the Largest Independent
Fuel Distributors in the Americas
Diversified and resilient business through scale and stability
Financial strength and flexibility drives enhanced shareholder returns
Long-term growth and value creation with flexible capital allocation
Parkland + EZfEDEDze 3
Transaction Summary
Sunoco LP to acquire 100Oâ of Parkland shares in cash and equity transaction
Terms
Parkland shareholders will receive consideration as follows, subject to proration1 for All-Cash and All-Equity Options:
Cash + Equity option: 519.80 in cash + 0.295 SunocoCorp Units per share
All-Cash option: 544 in cash
All-Equity option: -0.556 SunocoCorp Units per share
2-year economic equalization: SunocoCorp unitholders to receive dividends per unit equal to Sunoco LP distribution per unit
Mutual termination fee: 5275 miIIion2
Structure
Conditions, Approvals, Timeline
SunocoCorp: newly listed on the NYSE and treated as a corporation for tax purposes as compared with owning Sunoco units directly
Parkland shareholder approval
Regulatory approvals: HSR* Act, Investment Canada Act, Competition Act, Canada Transportation Act, material foreign antitrust and investment law approvals
Expected closing: Second half of 2025
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Diverse and Stable Business
Scale and brand enable higher fuel
distribution revenue uplift
Terminal portfolio delivers long-term income
stability
Pipeline systems will remain high-value, critical infrastructure for decades
Strong Financial Profile
Ample liquidity and strong credit profile provide financial flexi ty for material growth
7%+ CAGR in distributable cash flow' per unit since 2017
Balanced senior note maturity profile
Por tf oI"io Optimized for
Stability and Upside
Foundation of highly ratable income streams and fuel supply agreements with >95% retention rates
Advantaged footprint with high revenue uplift exposure from select retail locations
Transforming Acquisitions
into Long-Term Value
Cash flow stability Opportunities for growth
Commercial and expense synergies Attractive synergized investment multiples
5
Disclaimer
Parkland Corporation published this content on May 28, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 28, 2025 at 23:16 UTC.