Parkland Corporation
to be Acquired by
Sunoco LP
Annual and Special Meeting
Parkland intends to hold a special meeting of Parkland shareholders on June 24, 2025, to approve the
Transaction. The annual general meeting of Parkland shareholders, which was originally scheduled for May 6, 2025, has been cancelled and will instead be held on June 24, 2025 concurrent with the special meeting (the annual and special meeting of Parkland Shareholders is referred to as the "Meeting"), allowing Parkland's
shareholders adequate time to fully evaluate the Transaction and its benefits. Shareholders as of the record
date of May 23, 2025 will be eligible to vote at the Meeting. In addition to the business of the Meeting already
described in Parkland's management information circular dated April 7, 2025, Parkland will file a new 2025
management information circular, which will also contain information about the Transaction.
Transaction Details
Under the terms of the agreement, Parkland shareholders will receive 0.295 SUNCorp units and C$19.80 for each Parkland share, implying a 25 per cent premium based on the 7-day VWAP's of both Parkland and Sunoco as of May 2, 2025.
Parkland shareholders can elect, in the alternative, to receive C$44.00 per Parkland share in cash or 0.536 SUNCorp units for each Parkland share, subject to proration to ensure that the aggregate consideration payable in connection with the transaction does not exceed C$19.80 in cash per Parkland share outstanding as of immediately before closing and 0.295 SUNCorp units per Parkland share outstanding as of immediately before close.
For a period of two years following closing of the transaction, Sunoco will ensure that SUNCorp unitholders will receive the same dividend equivalent as the distribution to Sunoco unitholders.
Strategic Rationale
Compelling Financial Benefits
Immediately accretive, with 10%+ accretion to distributable cash flow per common unit and U.S.$250 million in run-rate synergies by Year 3. The combined company expects to return to Sunoco's 4x long-term leverage target within 12-18 months post-close.
Industry Leading Scale and Stability
Complementary assets enables advantaged fuel supply and further diversifies Sunoco's portfolio and geographic footprint.
Accelerated Accretive Growth
Increases cash flow generation for reinvestment and distribution growth.
Continued Commitment to Canada and Responsible Stewardship
Employment in Canada: Sunoco will maintain a Canadian headquarters in Calgary and significant
employment levels in Canada.
Burnaby Refinery: Sunoco is committed to continuing to invest in Parkland's innovative refinery, which produces low-carbon fuels, while maintaining safe, healthy and growing operations for the long-term. The refinery will continue to operate and supply fuel within the Lower Mainland.
Transportation Energy Infrastructure Expansion: Sunoco will continue to support Parkland's plan to
expand its Canadian transportation energy infrastructure.
Expanded Investment Opportunities: The combined company's expanded free cash flow wil provide additional resources for reinvestment in Canada, the Caribbean, and the United States in support of both existing and new opportunities.
Board of Directors Recommendation
On March 5, 2025, Parkland announced that its Board of Directors had initiated a review of strategic alternatives aimed at identifying opportunities to maximize value for all shareholders. A special committee of independent directors (the "Special Committee") was appointed to oversee and lead this comprehensive review.
Following this announcement, discussions with Sunoco intensified significantly, leading to the Transaction.
Based on the unanimous recommendation of Parkland's Special Committee, and following thorough consultation with its financial and legal advisors, Parkland's Board of Directors has unanimously approved the Transaction. The Board strongly recommends that shareholders vote in favour of the Transaction.