Parkland Corporation Initiates Consent Seekings for Senior Bonds in Relation to the Sunoco Purchase
Parkland Corporation Commences Consent Solicitations for Change of Control Amendments to Senior Notes
Parkland Corporation, a Canadian-based energy company (TSX: PKI), has initiated consent solicitations for the amendment of certain series of its outstanding US dollar-denominated and Canadian dollar-denominated notes. These solicitations are directly linked to the upcoming acquisition by Sunoco LP.
The consent solicitations involve five series of notes, detailed in the table below:
| Series of Notes | Outstanding Amount | |----------------|-------------------| | 4.375% Senior Notes due 2029 | C$600,000,000 | | 5.875% Senior Notes due 2027 | US$500,000,000 | | 4.625% Senior Notes due 2030 | US$800,000,000 | | 6.000% Senior Notes due 2028 | C$400,000,000 | | 6.625% Senior Notes due 2032 | US$500,000,000 | | 4.500% Senior Notes due 2029 | US$800,000,000 |
Only holders of record of the USD Notes as of 5:00 p.m., Eastern Daylight Time, on May 23, 2025, and holders of record of the CAD Notes as of 5:00 p.m., Eastern Daylight Time, on May 26, 2025, are eligible to deliver consents to the Proposed COC Amendments applicable to such series of Notes. Each series of notes has a consent fee of US$1.00 or C$1.00.
If a Change of Control Offer is made with respect to a series of Notes, Parkland would be required to offer a cash payment equal to 101% of the principal amount of the Notes of that series to be purchased, plus accrued and unpaid interest. However, a Change of Control Triggering Event with respect to a series of Notes would occur if a Ratings Decline happens within 90 days before or after the earliest of certain events related to a Change of Control. If such an event occurs, each holder of such series would have the right to require Parkland to repurchase all or any part of such holder's Notes of that series on the terms set forth in the applicable Indenture.
The Consent Solicitations for the Proposed COC Amendments are set to expire at 5:00 p.m., Eastern Daylight Time, on June 9, 2025. The Consent Solicitation Statement dated May 27, 2025, outlines the terms and conditions of the Consent Solicitations for the Proposed COC Amendments.
Barclays Capital Inc. and RBC Capital Markets, LLC / RBC Dominion Securities Inc. are serving as solicitation agents with respect to the Consent Solicitations. D.F. King & Co., Inc. is serving as Information Agent and Tabulation Agent in connection with the Consent Solicitations with respect to the USD Notes, while Computershare Investor Services Inc. is serving as Tabulation Agent in connection with the Consent Solicitations with respect to the CAD Notes.
Holders of any series of Notes are urged to read and carefully consider the information contained in the Consent Solicitation Statement for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed COC Amendments. Questions or requests for assistance related to the Consent Solicitations or for additional copies of the Consent Solicitation Statement and other related documents may be directed to Barclays Capital Inc. and RBC Capital Markets, LLC / RBC Dominion Securities Inc. at (212) 528-7581, (212) 618-7843 and (416) 842-6311, respectively, or to D.F. King & Co., Inc. at (212) 269-5550 and (800) 659-5550.
The Consent Solicitations are part of the preparatory steps before final regulatory and court approvals expected in the second half of 2025 for the $9.1 billion Sunoco acquisition deal, which received over 93% shareholder support. These consent solicitations are a strategic financial maneuver to modify Parkland’s Senior Notes to prevent costly repurchase obligations and to facilitate a smooth transition of control as part of Sunoco’s acquisition process. This reduces financial strain and legal risks for Parkland as the transaction moves toward closing.
Cloud-based financial news outlets might report on the strategy Parkland Corporation is employing to ease the financial strain and legal risks associated with its $9.1 billion acquisition by Sunoco LP. The company has commenced consent solicitations for the amendment of certain series of its USD and CAD-denominated senior notes, a move intended to modify the notes and prevent costly repurchase obligations. The performance of Parkland's senior notes in the finance industry will be closely watched as this maneuver contributes to a smoother transition of control during Sunoco's acquisition process. Business analysts suggest that these strategic moves could potentially impact the overall industry trends and financial news in the coming months.
