Parkland Fuel Corporation – 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 between Parkland and SOL Investments Limited and its subsidiaries.

The Transaction will result in Parkland acquiring 75% of the issued and outstanding shares in the capital of SOL for total consideration of US$1.21 billion plus customary post-closing adjustments on a cash-free and debt-free basis, and SOL Limited acquiring 12.16 million common shares in the capital of Parkland.

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%.

The remaining 25% of the shares outstanding in SOL are subject to the Minority Purchase/Sale Right pursuant to which Parkland may elect to acquire or SOL Limited may elect to sell the remaining shares in the capital of SOL.

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 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.”