Parkland Corporation Announces Execution of Supplemental Indentures for Senior Notes in Connection with the Consent Solicitations
The Supplemental Indentures amended the Indentures by (collectively, the "COC Amendments"):
(a) eliminating Parkland's potential obligation under such Indenture to make a "Change of Control Offer" (as defined in such Indenture) as a result of the Transaction; and
(b) amending the defined term "Change of Control" in such Indenture to provide that Sunoco and its affiliates will be "Qualified Owners" of Parkland.
The Supplemental Indentures became effective upon their execution and are binding on all Holders, as defined in that certain consent solicitation statement issued on May 27, 2025 (the "Consent Solicitation Statement"), including those who did not deliver a consent at or prior to the Expiration Date, as defined in the Consent Solicitation Statement. The COC Amendments will cease to become operative if the Transaction is not consummated or if the applicable consent fees are not paid to the applicable depositary or tabulation agent.
This press release is for informational purposes only and does not amend the consent solicitations, which have expired and were made solely on the terms and subject to the conditions set forth in the consent solicitation statement. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. Please refer to the earlier press releases dated May 27, 2025 and June 10, 2025, in connection with the consent solicitations for more information.
Forward-Looking Statements
Certain statements contained herein constitute forward-looking information and statements (collectively, "forward-looking statements"). When used in this news release, the words "believes", "expects", "expected", "will", "plan", "intends", "target", "would", "seek", "could", "projects", "projected", "anticipates", "estimates", "continues" and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the Transaction.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Transaction. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties. For more information, please see the risks and uncertainties described under the headings "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" in Parkland's current Annual Information Form dated March 5, 2025, and under the headings "Forward-Looking Information" and "Risk Factors" included in the Q1 2025 Management's Discussion and Analysis dated May 5, 2025, each as filed on SEDAR+ and available on Parkland's website at www.parkland.ca.
The forward-looking statements contained herein are expressly qualified by this cautionary statement.
About Parkland Corporation
Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers' needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.
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