Parkland Corporation announced that it has commenced consent solicitations to amend the indentures (the "Indentures") governing certain series of its outstanding US dollar-denominated and Canadian dollar-denominated notes (each a "Consent Solicitation" and collectively, the "Consent Solicitations"), as listed in the table below (collectively, the "Notes"). The Consent Solicitations are being made in connection with Parkland's definitive agreement whereby Sunoco LP ("Sunoco") will acquire the issued and outstanding common shares of Parkland (the "Transaction"), which was previously announced on May 5, 2025. Under each Indenture, the consummation of the Transaction would constitute a Change of Control (as defined in such Indenture). A Change of Control Triggering Event with respect to a series of Notes (as defined in the applicable Indenture) would occur if a decrease by one or more gradations (including gradations within the ratings categories, as well as between categories) (a "Ratings Decline") by certain ratings agency or agencies occur within 90 days before or after the earliest of * a Change of Control (as defined in the applicable Indenture), (y) the date of public notice of the occurrence of a Change of Control (as defined in the applicable Indenture) or (z) public notice of the intention of Parkland to effect a Change of Control (as defined in the applicable Indenture) (with such 90-day period to be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by an applicable rating agency). If a Change of Control Triggering Event (as defined in the applicable Indenture) with respect to a series of Notes 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. If a Change of Control Offer (as defined in the applicable Indenture) 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. Subsequent to the announcement of the Transaction, Standard & Poor's Rating Services, Moody's Investor Services Inc. and DBRS Limited each released reports with respect to the Notes, none of which included a downgrade of the rating of the Notes or an announcement of consideration for possible downgrade of the rating of the Notes. Fitch Ratings Inc. does not provide a rating with respect to the Notes. Subject to the conditions described in the consent solicitation statement dated May 27, 2025, as amended from time to time (the "Consent Solicitation Statement"), Parkland is seeking consent from the holders of each series of Notes to amend the Indenture for each such series to (collectively, the "Proposed COC Amendments"): a) eliminate 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) amend the defined term "Change of Control" in such Indenture to provide that Sunoco and its affiliates will be "Qualified Owners" of Parkland. With respect to each series of the Notes, the adoption of the Proposed COC Amendments will require the valid and unrevoked consents of holders of at least a majority of the aggregate outstanding principal amount of such series as of the applicable Record Date (as defined below). Receipt of the requisite consent with respect to one series of Notes is not a condition to the completion of the Consent Solicitation with respect to any other series of Notes.
Title of Series of Notes; CUSIP Numbers; Aggregate Principal Amount Outstanding; Consent Fee
5.875% Senior Notes due 2027; 70137TAP0 /C71968AB4; USD 500,000,000; US$1.00
6.000% Senior Notes due 2028; 70137WAB4 /70137WAA6; CAD 400,000,000; C$1.00
4.375% Senior Notes due 2029; 70137WAF5 /70137WAE8; CAD 600,000,000; C$1.00
4.500% Senior Notes due 2029; 70137WAG3 /C7196GAA8; US$800,000,000; US$1.00
4.625% Senior Notes due 2030; 70137WAL2 /C7196GAB6; US$800,000,000; US$1.00
6.625% Senior Notes due 2032; 70137WAN8 /C7196GAC4; US$500,000,000; US$1.00.
Parkland Corporation Announces Consent Solicitations for Senior Notes
Published on 2025-05-27 at 08:16
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