SINT MAARTEN/CANADA - Parkland Fuel Corporation (“Parkland”, “We”, “Our” or “Us”), (TSX: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 (collectively, “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) 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 (the “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 (the “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.