CaribPR Wire » #parklandcorporation

Parkland Corporation and Sunoco LP Announce Expiration of Hart-Scott-Rodino Act Waiting Period

caribpr — Mon, 22 Sep 2025 13:48:48 +0000

CALGARY, AB, Sept. 22, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”) (TSX: PKI) and Sunoco LP (NYSE: SUN) (”Sunoco” or the “Partnership”) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), in connection with Sunoco’s pending acquisition of Parkland (the “Transaction”).

The expiration of the waiting period under the HSR Act satisfies an important regulatory approval necessary for the completion of the Transaction, which is expected to close in the fourth quarter of 2025, subject to obtaining other regulatory approvals and the satisfaction of certain customary closing conditions.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Parkland’s retail network meets the fuel, and convenience needs of everyday consumers. Parkland’s commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting its 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, Parkland has developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Parkland’s strategy is focused on two interconnected pillars: its Customer Advantage and its Supply Advantage. Through its Customer Advantage, Parkland aims to be the first choice of its customers through its proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Parkland’s Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which it operates, through its well-positioned assets, significant scale, and deep supply and logistics capabilities. Parkland’s business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across its organization.

About Sunoco LP

Sunoco LP (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating in over 40 U.S. states, Puerto Rico, Europe, and Mexico. The Partnership’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers. SUN’s general partner is owned by Energy Transfer LP (NYSE: ET).

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the word “expect” 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 completion of the Transaction and the timing thereof.

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. Neither Parkland nor Sunoco undertakes any obligation to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, regulatory, market and business conditions; the completion of the Transaction on the anticipated terms and timing, or at all, including obtaining regulatory approvals and the satisfaction or waiver of customary closing conditions ; actions by persons or others; the risk that disruptions from the Transaction will harm Sunoco’s or Parkland’s business, including current plans and operations and that management’s time and attention will be diverted on Transaction-related issues; potential adverse reactions or changes to business relationships, including with employees, suppliers, customers, competitors or credit rating agencies, resulting from the Transaction; the potential for modification or adjustment of the arrangement agreement governing the terms of the Transaction; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the Transaction that could affect Sunoco’s and/or Parkland’s financial performance and operating results; and certain restrictions during the pendency of the Transaction that may impact Parkland’s ability to pursue certain business opportunities or strategic transactions or otherwise operate its business. See also the risks and uncertainties described (i) under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, under the headings “Forward-Looking Information” and “Risk Factors” in the Q2 Management’s Discussion and Analysis dated August 5, 2025, and under the heading “Risk Factors” in Parkland’s management information circular and proxy statement dated May 26, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca, (ii) in Item 1A of Sunoco’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (”SEC”) on February 14, 2025 and in Item 1A of Sunoco’s Quarterly Reports on Form 10-Q, filed with the SEC on May 8, 2025 and August 7, 2025.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

For Further Information; Investor Inquiries, 1-855-355-1051, Investor.Relations@parkland.ca.

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Parkland Corporation Announces Results of the 2025 Annual and Special Meeting of Shareholders

caribpr — Tue, 24 Jun 2025 20:56:32 +0000

CALGARY, AB, June 24, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI) held its annual and special meeting of shareholders on June 24, 2025 (the “Meeting”).

The Company is pleased to announce that all matters presented at the Meeting were approved, including the special resolution (the “Arrangement Resolution”) approving the arrangement with Sunoco LP (the “Arrangement”) and election of all ten nominees listed in the management information circular dated May 26, 2025 (the “Information Circular”). The complete results of voting for business considered at the Meeting are set out below and are made available on Parkland’s SEDAR+ profile at www.sedarplus.ca.

The Arrangement remains subject to other closing conditions, including regulatory approvals and the final approval by the Court of King’s Bench of Alberta. The Arrangement is expected to close in the second half of 2025.

Resolution 1

Approval of the Arrangement Resolution:

Votes For	127,089,612	93.46 %
Votes Against	8,890,026	6.54 %

Resolution 2

Election of directors of Parkland to hold office until the close of the next annual meeting of shareholders, until their successor is elected or appointed, or until they otherwise cease to hold office:

Nominee	Votes For	% For	Votes Withheld	% Withheld
Felipe Bayon	89,964,790	66.16 %	46,015,816	33.84 %
Nora Duke	89,480,242	65.80 %	46,500,364	34.20 %
Robert Espey	83,194,482	61.18 %	52,786,124	38.82 %
Sue Gove	95,328,135	70.10 %	40,652,471	29.90 %
Timothy Hogarth	124,846,777	91.81 %	11,133,829	8.19 %
Richard Hookway	89,731,677	65.99 %	46,248,929	34.01 %
Michael Jennings	85,868,491	63.15 %	50,112,115	36.85 %
Angela John	90,377,551	66.46 %	45,603,055	33.54 %
James Neate	90,426,312	66.50 %	45,554,294	33.50 %
Mariame McIntosh Robinson	90,496,213	66.55 %	45,484,393	33.45 %

Resolution 3

Reappointment of PricewaterhouseCoopers LLP, Chartered Accountants, as auditor of Parkland until the close of the next annual meeting of shareholders, with remuneration to be determined by the board of directors of Parkland:

Votes For	134,418,865	97.87 %
Votes Withheld	2,929,008	2.13 %

Resolution 4

Approval, on a non-binding and advisory basis, of Parkland’s approach to executive compensation as set forth and described in the Information Circular:

Votes For	88,102,453	64.79 %
Votes Against	47,877,185	35.21 %

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

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 “commit”, “ensure”, “enhance”, “expect”, “increase”, “ongoing”, “will”, 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 final approval of the Court of King’s Bench of Alberta, receipt of regulatory approvals, satisfaction of the conditions precedent to the Arrangement and the anticipated timing of closing of the Arrangement.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

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Parkland Corporation Announces Execution of Supplemental Indentures for Senior Notes in Connection with the Consent Solicitations

caribpr — Sat, 21 Jun 2025 01:42:22 +0000

CALGARY, AB, June 20, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (TSX: PKI) (”Parkland”) today announced that in connection with the successful completion of its previously announced consent solicitations, Parkland, the applicable Guarantors and the applicable trustees have executed supplemental indentures (the “Supplemental Indentures”) to amend the indentures (the “Indentures”) governing the notes listed below (the “Notes”). The consent solicitations were 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.

Series of Notes (US dollar denominated)	Series of Notes (Canadian dollar denominated)
5.875% Senior Notes due 2027	6.000% Senior Notes due 2028
4.500% Senior Notes due 2029	4.375% Senior Notes due 2029
4.625% Senior Notes due 2030
6.625% Senior Notes due 2032

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.

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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Parkland Corporation Announces Consent Solicitations for Senior Notes in Connection with the Sunoco Acquisition

caribpr — Tue, 27 May 2025 13:51:22 +0000

CALGARY, AB, May 27, 2025 //PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (TSX: PKI) (”Parkland”) today 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.

Title of Series of Notes	CUSIP Numbers	Aggregate Principal Amount Outstanding	Consent Fee⁽¹⁾
5.875% Senior Notes due 2027	70137TAP0 / C71968AB4	US$500,000,000	US$1.00
6.000% Senior Notes due 2028	70137WAB4 / 70137WAA6	C$400,000,000	C$1.00
4.375% Senior Notes due 2029	70137WAF5 / 70137WAE8	C$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

(1) For each US$1,000 principal amount of US$ denominated notes (the “USD Notes”) or C$1,000 principal amount of C$ denominated notes (the “CAD Notes”), as applicable. US$0.50 or C$0.50 of the Consent Fees, as applicable, for each series of Notes, shall be due and payable promptly (and in any event within three business days) after the applicable Expiration Date, and US$0.50 or C$0.50 of the Consent Fees, as applicable for each Series of Notes, shall be due and payable on or prior to the closing date of the Transaction (or as promptly as practicable thereafter).

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 (x) 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.

Each Consent Solicitation will expire at 5:00 p.m., Eastern Daylight Time, on June 9, 2025 (such date and time with respect to a Consent Solicitation, as the same may be terminated or extended by Parkland from time to time, in its sole discretion, the “Expiration Date”). 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 (each, a “Record Date”), are eligible to deliver consents to the Proposed COC Amendments applicable to such series of Notes. Parkland may, in its sole discretion, abandon, terminate, amend or extend any Consent Solicitation with regard to a series of Notes at any time and from time to time as described in the Consent Solicitation Statement.

Only holders of Notes of a series as of the applicable Record Date who deliver valid and unrevoked consents to the Proposed COC Amendments on or prior to the earlier of the applicable Consent Time (as defined in the Consent Solicitation Statement) and the Expiration Date for such series shall receive the Consent Fees set forth in the table above, which are subject to the terms and conditions set forth in the Consent Solicitation Statement. Payment of the consent fees with respect to each series of Notes is subject to the satisfaction (or waiver) by Parkland of certain conditions, including receipt of the applicable requisite consents.

This press release is for informational purposes only and the Consent Solicitations are being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. 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. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy any series of Notes or any other securities. The Consent Solicitation Statement does not constitute a solicitation of consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities laws. 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. Computershare Investor Services Inc. is serving as Tabulation Agent in connection with the Consent Solicitations with respect to the CAD Notes. 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.

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 and the Consent Solicitations.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

About Parkland Corporation

For more information: Investor Inquiries, 1-855-355-1051, Investor.Relations@parkland.ca.

Parkland Announces Date of 2025 First Quarter Results and Annual General Meeting of Shareholders

caribpr — Wed, 23 Apr 2025 13:10:27 +0000

CALGARY, AB, April 23, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI) expects to announce its 2025 first quarter results after markets close on Monday, May 5, 2025. A webcast and conference call will then be held on Tuesday, May 6, 2025, at 6:30 am MDT (8:30 am EDT) to discuss the results. To listen to the live webcast and watch the presentation, please use the following link: https://app.webinar.net/6EGD7EOlNX2

Analysts and investors interested in participating in the question and answer session of the conference call may do so by calling 1-888-510-2154 (toll-free) (Conference ID: 48036). International participants may call 1-437-900-0527 (Conference ID: 48036). Additionally, the Rapid Connect URL https://emportal.ink/42KxRDG will allow participants to join from anywhere in the world. Please connect and log in approximately 10 minutes before the beginning of the call. The webcast will be available for replay two hours after the conference call ends at the link above. It will remain available for one year and will also be posted at www.parkland.ca. Financial Statements and Management’s Discussion and Analysis will be posted to www.parkland.ca and www.sedarplus.ca after the results are released. Annual General Meeting of Shareholders Parkland will host its 2025 Annual General Meeting of Shareholders (”AGM”) on Tuesday, May 6, 2025, at 9:00 a.m. MDT (11:00 a.m. EDT). The meeting will be conducted at the Telus Convention Centre, 136 8th Avenue SE, Calgary, Alberta, T2G 0K6, Canada. Shareholders Are Urged to Vote the BLUE Proxy for Parkland’s Director Nominees The management information circular and related proxy materials, including the Chairman’s letter to shareholders and a BLUE form of proxy or voting instruction form (”BLUE Proxy”), have been mailed to shareholders of Parkland, available via SEDAR+ at www.sedarplus.ca, and on the Company’s website. The Company strongly recommends registered shareholders (who require a 15-digit control number) and beneficial shareholders (who require a 16-digit control number) to vote ONLY on the BLUE Proxy FOR the Parkland Nominees. For the latest information, please visit ourparkland.ca. How to Vote on the BLUE Proxy: Online:

Registered Shareholders: www.investorvote.com
Beneficial Shareholders: www.proxyvote.com

By Telephone:

Registered Shareholders:
- North America: 1-866-732-8683
- International: 1-312-588-4290
Beneficial Shareholders:
- Canada: 1-800-474-7493 (English) / 1-800-474-7501 (French)
- U.S.: 1-800-454-8683

Questions? Need Help Voting?

Contact Kingsdale Advisors:
- 1-888-518-6832 (Toll-free in North America)
- 1-647-251-9740 (International – call or text)
- Email: contactus@kingsdaleadvisors.com

About Parkland Corporation Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six 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. Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization. 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 “aim”, “continue”, “expect”, “will”, “would” 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: Parkland’s AGM and the expected timing thereof. 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. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategy; action by other persons or companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, 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.

Parkland Strongly Reaffirms Board’s Capability to Lead Strategic Review and Maximize Shareholder Value

caribpr — Mon, 21 Apr 2025 12:37:47 +0000

Publishes Presentation Refuting Simpson Oil’s Misleading Claims

Encourages Shareholders to Continue Voting ONLY on the BLUE Proxy

CALGARY, AB, April 21, 2025 /PRNewswire/ — Parkland Corporation (”Parkland” or the “Company”) (TSX: PKI) today announced that it has published a presentation, available for download here that comprehensively refutes the claims being advanced by Simpson Oil Limited (”Simpson”) and demonstrates Parkland’s refreshed, experienced, and independent Board is the right team to lead the Company through its ongoing Strategic Review process.

“This is a clear attempt by a minority shareholder to seize full control of Parkland without offering a control premium to its fellow shareholders—and without the experience or qualifications required to oversee a complex strategic review,” said Michael Jennings, Executive Chair of Parkland. “The hand-picked Simpson dissident slate lacks independence, expertise, and credibility. In contrast, Parkland’s Board is highly independent, has significant and relevant expertise, and is committed to advancing a thorough process that delivers value for all shareholders—not just one.”

Shareholders should have all the key facts ahead of the upcoming Annual General Meeting. These points make clear why Parkland’s independent and experienced Board is best positioned to lead the Strategic Review and to deliver long-term value for ALL shareholders—and why it deserves your full support.

1. Simpson has Nominated an Unqualified, Inexperienced, and Unfit Slate of Directors

In nearly two years of agitation, the Simpson family has failed to put forward a qualified alternative to Parkland’s current Board, a credible CEO candidate, or serious alternative plan. Contrary to Simpson’s claims, their proposed slate lacks independence, public company experience, and relevant industry expertise.

Their nominees include:

Two family office employees with no meaningful public company or industry experience
A banker from Parkland’s lead bank, clearly conflicted—his decision to join the dissident slate reflects poor judgment and exemplifies Simpson’s approach to doing business
A failed small-cap CEO as an interim CEO candidate
A local Cayman real estate broker, with no observable public company experience

This slate lacks independence, credibility, and the expertise required to steward a company like Parkland. It has been assembled for one purpose: to give the Simpson family unchecked control of the Company.

Michael Jennings’ new role as Executive Chair strengthens Parkland by bringing his track record of performance to operate the Company and his unparalleled experience in the industry and capital markets to drive a credible and thorough Strategic Review process.

2. Simpson Wants Full Control — Without Paying Shareholders a Premium

Let’s be clear: this is not about representation—it’s about total control.

Despite owning just under 20% of Parkland, the Simpson family is seeking full control of the Company without paying a control premium to other shareholders. Over the past 12 months, Parkland’s Board and management have engaged in numerous meetings and calls with the Simpson family, during which they made one thing unequivocally clear: they would accept nothing short of complete control of Parkland. Their goal is to advance their personal financial interests at the expense of other shareholders.

The Simpson family now claims publicly that their slate of nine nominees is “independent,” but their private communications reveal otherwise. They explicitly rejected Parkland’s offer to jointly vet and appoint truly independent directors—including highly qualified candidates identified through an impartial third-party search firm, Sue Gove and Felipe Bayon—solely because these candidates were outside the Simpsons’ personal control.

Their claim of independence is contradicted by their own statements and actions. Shareholders should recognize this slate for what it is: an attempt to seize control without paying a control premium, through hand-picked nominees who are neither independent nor qualified.

3. Simpson has Demonstrated a Pattern of Disregard for Fiduciary Duties to all Shareholders

The Simpson family has demonstrated, repeatedly, a troubling pattern of behaviour that is fundamentally incompatible with the fiduciary duties required of a public company board.

Their previously nominated directors circumvented Parkland’s established Board and Special Committee processes to privately solicit an offer from a bidder. These discussions prioritized the Simpson family’s personal financial interests over the broader shareholder base, negatively impacting Parkland’s ability to negotiate a full and fair price on behalf of all other shareholders—an act that flies in the face of good governance and transparency. Regrettably, this is not an isolated incident; similar behaviour occurred several years ago during Parkland’s negotiations to acquire Canadian retail assets.

If the Simpson family succeeds in installing their chosen slate, shareholders can have no confidence they will act in the interests of anyone other than themselves. Their actions to date strongly indicate that future decisions would be designed to enrich the Simpson family—not maximize value for all shareholders.

4. A Credible and Thorough Strategic Review Is Underway — Designed for All Shareholders, Not Just Simpson

The current Board is conducting a robust and independent Strategic Review, led by a refreshed, highly qualified Board composed of a supermajority of independent directors with deep expertise in energy, capital markets, and corporate governance.

Guided by the singular objective of maximizing value for all shareholders, Parkland’s Strategic Review is already attracting significant interest and is overseen by a Special Committee of independent, highly qualified directors—including former CEOs and senior executives—with support from Goldman Sachs Canada and BofA Securities.

In contrast to Simpson’s agenda, which prioritizes their personal financial gains and unique tax circumstances, Parkland’s Strategic Review is rooted in rigorous governance and accountability, thoroughly evaluating all opportunities to unlock the Company’s full value.

5. Parkland’s Current Board is Truly Independent — Refreshed, Experienced, and Accountable to All Shareholders

Over the past two years, Parkland has made significant changes to its Board, appointing six new independent directors with exceptional track records across energy, governance, and M&A, chosen through multiple independent global search firms and our independent committee structure. These individuals bring deep operational and strategic expertise—precisely what is required to oversee a company of Parkland’s size and complexity, and to steward a successful Strategic Review process.

The choice facing shareholders is clear: an experienced, diverse, and independent Board acting in the best interest of all shareholders—or an unqualified, conflicted slate chosen by a single shareholder with a narrow financial agenda.

Shareholders Are Urged to Vote the BLUE Proxy for Parkland’s Director Nominees

The management information circular and related proxy materials, including the Chairman’s letter to shareholders and a BLUE form of proxy or voting instruction form (”BLUE Proxy“), have been mailed to shareholders of Parkland, available via SEDAR+ at www.sedarplus.com, and on the Company’s website.

The Company strongly recommends registered shareholders (who require a 15-digit control number) and beneficial shareholders (who require a 16-digit control number) to vote ONLY on the BLUE Proxy FOR the Parkland Nominees.

For the latest information, please visit ourparkland.ca.

How to Vote on the BLUE Proxy:

Online:

Registered Shareholders: www.investorvote.com
Beneficial Shareholders: www.proxyvote.com

By Telephone:

Registered Shareholders:
- North America: 1-866-732-8683
- International: 1-312-588-4290
Beneficial Shareholders:
- Canada: 1-800-474-7493 (English) / 1-800-474-7501 (French)
- U.S.: 1-800-454-8683

Questions? Need Help Voting?

Contact Kingsdale Advisors:
- 1-888-518-6832 (Toll-free in North America)
- 1-647-251-9740 (International – call or text)
- Email: contactus@kingsdaleadvisors.com

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six 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.

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 “aim”, “continue”, “expect”, “will”, “would” 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 objectives of the Parkland Board; the objective of the Simpson family; Parkland’s AGM; the distribution of proxy materials in connection with the AGM and the expected timing thereof.

Parkland Advances Strategy; Announces Sale Process for its Florida Business

caribpr — Tue, 03 Sep 2024 14:12:23 +0000

CALGARY, AB, Sept. 3, 2024 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland” or the “Company”) today announced that it is initiating a process to divest its Florida-based retail and commercial businesses.

This announcement represents the continued execution of Parkland’s strategy. Consistent with its strategy laid out in November 2023, the Company expects to double cash flow per share¹ to $8.50 and grow Adjusted EBITDA¹ to $2.5 billion by 2028 through continued organic growth, lowering costs and optimizing its supply advantage.

“This disposition reflects our commitment to direct capital towards our highest return opportunities and maximize shareholder value,” said Bob Espey, President and CEO, Parkland. “We remain deeply committed to our northern US business, which is performing well and has strong connectivity with Canada.”

Parkland continuously reviews all parts of its portfolio. While its Florida improvement plan is on track, the Company has more accretive investment opportunities in other parts of its business that can deliver stronger financial returns and growth.

Parkland remains focused on improving returns and increasing cash flow through disciplined capital allocation. By divesting non-core assets, the Company continues to focus on areas with the highest growth potential and strongest synergies with its core business.

Parkland’s Florida business comprises approximately 100 retail locations, nine cardlock facilities and four bulk storage plants and warehouses. Early indications show substantial interest in our Florida assets, and we expect to complete this disposition within the next 12 to 18 months.

The announced sale of Parkland’s Florida business is part of the Company’s previously announced non-core asset divestment program which the Company now expects will significantly exceed $500 million by the end of 2025.

The Company expects to close the previously announced sale of its Canadian propane business in the fourth quarter of 2024. This disposition includes estimated cash proceeds of $115 million and an exclusive long-term supply contract with the new owner.

About Parkland Corporation

Parkland is an international fuel distributor, marketer, and convenience retailer with operations in 26 countries across the Americas. We serve over one million customers each day. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting our customers’ needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include renewable fuels sourcing, manufacturing, and blending, carbon and renewables trading, solar power, and ultra-fast EV charging. 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.

Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are deeply embedded across our organization.

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this news release, the words “aim”, “continue”, “focus”, “will”, “would” 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: Parkland’s plan to divest its Florida-based retail and commercial businesses, the process relating thereto and the completion and timing thereof; executing Parkland’s corporate strategy; Parkland doubling its available cash flow per share to $8.50 by 2028 (the “Available cash flow per share Ambition”) and growing its Adjusted EBITDA to $2.5 billion by 2028 (the “Adjusted EBITDA Ambition”); Parkland’s commitment to direct capital towards its highest return opportunities and maximize shareholder value; Parkland’s commitment to its northern US business; accretive investment opportunities and expectations relating thereto; Parkland’s focus on improving returns, increasing cash flow and areas with the highest growth potential and strongest synergies; Parkland’s non-core asset divestment program and expectations relating thereto; completing the sale of Parkland’s Canadian propane business on the terms relating thereto and the timing thereof; and Parkland’s Customer Advantage and Supply Advantage.

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 included in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategy; Parkland’s ability to identify buyers and complete divestments on terms reasonable to Parkland and in a timely manner; future accretive investments opportunities; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period (”Q2 2024 MD&A”), each as filed on SEDAR+ at www.sedarplus.ca and available on Parkland’s website at www.parkland.ca. The Available cash flow per share Ambition and Adjusted EBITDA Ambition assume continued organic growth from growth capital expenditures in line with historical returns, synergy capture from previously completed acquisitions, identified cost efficiencies, potential acquisitions (not identified, but reflective of expected market returns and similar to expected returns from organic growth initiatives), major planned turnarounds at Parkland’s refinery in Burnaby, British Columbia in 2025 and 2028, interest rates on long term bank debt and corporate bonds as set out in our latest financial statements, with any maturing debts set to retire in the interim periods extended at current prevailing market rates, income taxes at expected corporate income tax rates, including the impact of Pilar II legislation, and the key material assumptions and risks include: ongoing operations without any material economic, legal, environmental or income tax changes and per share metrics impacted by share repurchases, with the assumption that the outstanding common shares do not change materially. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Specified Financial Measures This news release refers to certain non-GAAP financial measures and ratios, total of segments measures and supplementary financial measures (collectively “specified financial measures”). Available cash flow is a non-GAAP financial measure; Available cash flow per share and Available cash flow per share Ambition are non-GAAP financial ratios; Adjusted EBITDA is a total of segments measure; and Adjusted EBITDA Ambition is a supplementary financial measure, all of which do not have standardized meanings prescribed by International Financial Reporting Standards (”IFRS”) and may not be comparable to similar financial measures used by other issuers who may calculate these measures differently. See Section 16 of the Q2 2024 MD&A for a discussion of Adjusted EBITDA, Available cash flow and Available cash flow per share and, where applicable, their reconciliations to the nearest IFRS measures, which is hereby incorporated by reference into this news release and available on Parkland’s profile on SEDAR+ at www.sedarplus.ca. Investors are cautioned that these measures should not be construed as an alternative to net earnings (loss), cash generated from (used in) operating activities, or other directly comparable financial measures determined in accordance with IFRS as an indication of Parkland’s performance. Adjusted EBITDA Ambition is the forward-looking metric of the historical measure of Adjusted EBITDA for 2028. Available cash flow per share Ambition is the forward-looking metric of the historical measures of Available cash flow and Available cash flow per share for 2028.

¹ Specified financial measure. See “Specified Financial Measure” section of this news release. See “Forward Looking Statements” section of this news release for assumptions underlying Parkland’s 2028 ambitions.

Parkland Responds to Application Initiated by Simpson Oil in the Midst of Ongoing Negotiations

caribpr — Wed, 14 Aug 2024 02:15:02 +0000

Simpson Oil’s approach runs counter to Parkland’s continuing good faith efforts to reach a resolution with its significant shareholder

Parkland will vigorously defend the interests of all shareholders while remaining open to continued negotiations to resolve differences with SOL

CALGARY, AB, Aug. 13, 2024 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI) is surprised and disappointed by the application initiated by Simpson Oil Limited (”SOL”) today in the midst of Parkland’s ongoing, good faith efforts aimed at resolving its differences with SOL. The Company firmly rejects any characterization by SOL that the routine turnover in the management team over the past five years resulted in a material adverse change that would relieve SOL of any of its obligations under the Governance Agreement. This desperate legal maneuvering is without precedent.

“Parkland has worked tirelessly to resolve differences with SOL whose latest actions indicate they are seeking greater influence over our Board than we believe is in the best interests of all our shareholders,” said Michael Jennings, Chairman of Parkland’s Board of Directors.

“Parkland’s Board and Management are aligned in defending the Company’s rights and the interests of all its shareholders,” added Jennings. “We continue to remain open to a constructive resolution with SOL. We are ready to reengage with SOL at any time and are committed to reaching a resolution that maximizes shareholder value, ensures good governance practices, and protects the rights and interests of all our shareholders.”

Ongoing Efforts to Reach Amicable Resolution

Parkland has worked to resolve differences with SOL, aiming to enhance investor confidence and maximize value for all shareholders. The Company has made significant strides on several matters of concern to SOL, including the transition to our new Chairman Michael Jennings, and ongoing Board renewal, with three recent new Director appointments.

To find resolution with SOL, Parkland remains willing to sunset the 2019 Governance Agreement and reappoint two SOL nominees to the board, in order to allow Parkland to continue to execute its strategy without disruption.

Despite these latest disruptions, Parkland and its management team remain committed to delivering shareholder value by executing its strategic plan focused on organic growth, improving returns, debt reduction, and doubling cash flow per share.

Background on the Governance Agreement

The Governance Agreement was entered into freely by SOL on January 8, 2019, as part of the transaction where Parkland acquired 75 percent of SOL Investment, resulting in SOL becoming a significant shareholder of Parkland.

Governance agreements are a common instrument, where a transaction creates a significant shareholder, designed to assure certainty and stability to the company and help protect the rights of all other shareholders.

About Parkland Corporation

Parkland is an international fuel distributor, marketer, and convenience retailer with operations in 26 countries across the Americas. We serve over one million customers each day. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting our customers’ needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include renewable fuels sourcing, manufacturing and blending, carbon and renewables trading, solar power, and ultra-fast EV charging. 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.

Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are deeply embedded across our organization.

Forward-Looking Statements

PARKLAND ANNOUNCES PRICING OF SENIOR UNSECURED NOTES OFFERING

caribpr — Mon, 12 Aug 2024 22:52:33 +0000

CALGARY, AB, Aug. 12, 2024 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI) announced today that it has priced its previously announced private offering of US$500 million of senior unsecured notes due 2032 at an issue price of par. The notes will pay a fixed rate of interest of 6.625% per annum.

Parkland intends to use the net proceeds of the offering for the repayment of a portion of the outstanding drawings under its credit facilities.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of the notes in any state, or jurisdiction in which such offer, solicitation, or sale would be unlawful.

The notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may be offered and sold outside the United States pursuant to Regulation S under the Securities Act. In addition, the notes have not been and will not be qualified for distribution to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The notes will be offered and sold in Canada on a private placement basis only to “accredited investors” pursuant to certain prospectus exemptions.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements based on current expectations, including the closing of the offering and the use of proceeds from the offering if and when closed. By their nature, forward-looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements.

Any forward-looking statements are made as of the date hereof and Parkland does not undertake any obligation, except as required under applicable law, to publicly update or revise such statements to reflect new information, subsequent or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Parkland Reports 2024 First Quarter Results

caribpr — Wed, 01 May 2024 21:28:57 +0000

First quarter Adjusted EBITDA¹of $327 million

Safely restarted the Burnaby Refinery and returned to normal operations

Progressing $500 million of non-core asset dispositions

CALGARY, AB, May 1, 2024 /PRNewswire/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI), today announced its financial and operating results for the three months ended March 31, 2024.

“The team continues to deliver on our strategy and optimize our portfolio,” said Bob Espey, President and Chief Executive Officer. “We have identified more than $400 million of non-core assets for disposition, many of which have been sold or are in the advanced stages of negotiation. This represents more than 80 percent of our $500 million target by the end of 2025.”

“I have full confidence in our team’s ability to execute our operational plan that leverages our customer advantage and unique supply benefits, despite headwinds in some of the markets where we operate,” added Espey. “We expect to deliver our 2024 Adjusted EBITDA Guidance range of $1.95 to $2.05 billion and see a clear pathway to achieving a Leverage Ratio at the low end of our 2 to 3 times target range by the end of 2025.”

Q1 2024 Highlights

Adjusted EBITDA of $327 million, a decrease of 17 percent as compared to the first quarter of 2023, driven by an unplanned shutdown of the Burnaby Refinery, which began as a result of extreme cold weather and was extended by technical issues during the subsequent start-up. The Burnaby Refinery safely returned to normal operations on March 29, 2024.
Net loss of $5 million ($0.03 per share, basic), a decrease of $82 million as compared to the first quarter of 2023, and Adjusted earnings² of $43 million ($0.25 per share, basic), a decrease of $71 million from the first quarter of 2023.
TTM Available cash flow² of $770 million, an increase of 23 percent from 2023, and TTM Cash generated from (used in) operating activities³ of $1,683 million, consistent with 2023.
TTM Available cash flow per share² of $4.38, an increase of 16 percent from 2023, and TTM Cash generated from (used in) operating activities per share³ of $9.56, a decrease of 7 percent from 2023.
Leverage Ratio^⁴ of 3.1 times (2.8 times at Q4 2023), reflecting the impact of the unplanned shutdown of the Burnaby Refinery.
Purchased for cancellation approximately 1.8 million common shares for $82 million under our normal course issuer bid (”NCIB”) program in Q1 2024.
Parkland’s quarterly dividend increased from $0.34 to $0.35 per common share, or $1.40 per common share annualized, representing a 3 percent increase from the prior year. Dividends are expected to be declared and paid on a quarterly basis.

Q1 2024 Segment Highlights

Canada delivered Adjusted EBITDA of $191 million, up 14 percent from Q1 2023 ($167 million). This increase was primarily driven by stronger fuel unit margins, partially offset by lower commercial volumes due to unseasonably warm weather. Company same-store volume growth (”Company SSVG”⁵) was 5.9 percent, demonstrating the improved productivity of our company-owned network.
International delivered Adjusted EBITDA of $149 million, down 19 percent from Q1 2023 ($183 million). The decrease was primarily driven by lower fuel unit margins and wholesale volumes as compared to Q1 2023, partially offset by successful cost controls.
USA delivered Adjusted EBITDA of $33 million, up 57 percent from Q1 2023 ($21 million). Performance reflects ongoing integration efforts, including C-store improvements and On the Run rebrands. Lower fuel unit margins and volumes reflect broader industry trends.
Refining reported an Adjusted EBITDA loss of $32 million, compared to Adjusted EBITDA of $38 million in Q1 2023. Composite utilization⁵ at the Burnaby Refinery was 20 percent, reflecting the unplanned shutdown, compared to 34 percent in Q1 2023, reflecting a scheduled turnaround. During the quarter, we accelerated maintenance and refining optimization work previously scheduled for the third quarter of 2024. As a result, we expect to enhance the Burnaby Refinery’s utilization and profitability for the remainder of the year.
Parkland’s total recordable injury frequency rate⁵ on a trailing-twelve-months basis was 1.07, compared to 0.97 at March 31, 2023.

	_______________________
¹	Total of segments measure. See “Total of Segments Measures” section of this news release.
²	Non-GAAP financial measure or non-GAAP financial ratio. See “Non-GAAP Financial Measures and Ratios” section of this news release.
³	Supplementary financial measure. See “Supplementary Financial Measures” section of this news release.
⁴	Capital management measure. See “Capital Management Measures” section of this news release.
⁵	Non-financial measure. See “Non-Financial Measures” section of this news release.

Consolidated Financial Overview

($ millions, unless otherwise noted)	Three months ended March 31,
Financial Summary	2024	2023
Sales and operating revenue	6,939	8,156
Adjusted EBITDA⁽¹⁾	327	395
Canada⁽²⁾	191	167
International⁽²⁾	149	183
USA⁽²⁾	33	21
Refining⁽²⁾	(32)	38
Corporate⁽²⁾	(14)	(14)
Net earnings (loss)	(5)	77
Net earnings (loss) per share – basic ($ per share)	(0.03)	0.44
Net earnings (loss) per share – diluted ($ per share)	(0.03)	0.43
Trailing-twelve-month (”TTM”) Cash generated from (used in) operating activities⁽³⁾	1,683	1,688
TTM Cash generated from (used in) operating activities per share⁽³⁾	9.56	10.23
TTM available cash flow⁽⁴⁾	770	625
TTM available cash flow per share⁽⁴⁾	4.38	3.79

¹	Total of segments measure. See “Total of Segments Measures” section of this news release.
²	Measure of segment profit (loss). See “Total of Segments Measures” section of this news release.
³	Supplementary financial measure. See “Supplementary Financial Measures” section of this news release.
⁴	Non-GAAP financial measure or non-GAAP financial ratio. See “Non-GAAP Financial Measures and Ratios” section of this news release.

Q1 2024 Conference Call and Webcast Details

Parkland will host a webcast and conference call on Thursday, May 2, 2024 at 6:30 am MT (8:30 am ET) to discuss the results. To listen to the live webcast and watch the presentation, please use the following link: https://app.webinar.net/xr4dJn89YLk

Analysts and investors interested in participating in the question and answer session of the conference call may do so by calling 1-888-390-0546 (toll-free) (Conference ID: 10413873). International participants may call 1-800-389-0704 (toll-free) (Conference ID: 10413873).

Please connect and log in approximately 10 minutes before the beginning of the call. The webcast will be available for replay two hours after the conference call ends at the link above. It will remain available for one year and will also be posted at www.parkland.ca.

MD&A and Interim Condensed Consolidated Financial Statements

The Management’s Discussion and Analysis for the three months ended March 31, 2024 (the “Q1 2024 MD&A”) and Interim Condensed Consolidated Financial Statements for the three months ended March 31, 2024 (the “2024 Interim Condensed Consolidated Financial Statements”) provide a detailed explanation of Parkland’s operating results for the three months ended March 31, 2024. An English version of these documents will be available online at www.parkland.ca and the System for Electronic Data Analysis and Retrieval + (”SEDAR+”) after the results are released by newswire under Parkland’s profile at www.sedarplus.ca. The French versions of the Q1 2024 MD&A and the Q1 2024 Condensed Consolidated Financial Statements will be posted to www.parkland.ca and SEDAR+ as soon as they become available.

About Parkland Corporation

Parkland is an international fuel distributor, marketer, and convenience retailer with operations in 26 countries across the Americas. We serve over one million customers each day. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting our customers’ needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include renewable fuels sourcing, manufacturing and blending, carbon and renewables trading, solar power, and ultra-fast EV charging. 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.

Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are deeply embedded across our organization.

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 “expect”, “will”, “could”, “would”, “believe”, “continue”, “pursue” 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: business strategies, objectives and initiatives; Parkland’s 2024 Adjusted EBITDA Guidance range and goal of achieving a Leverage Ratio at the low end of our 2-3x target range by the end of 2025; Parkland’s expectation to enhance the Burnaby Refinery’s utilization and profitability for the remainder of 2024; Parkland’s expectations regarding future dividend amounts, and timing and frequency of payments; Parkland’s portfolio optimization strategy and target of completing $500 million of non-core asset dispositions, and the timing in respect thereof; and Parkland’s plans to implement ongoing operating and MG&A cost reductions.

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 included in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligation to publicly update or revise any forward-looking statements except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties, many of which are beyond the control of Parkland, including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategies, objectives, and initiatives, including the completion, financing and timing thereof, realizing the benefits therefrom, and meeting our targets and commitments relating thereto; Parkland’s ability to pay future dividends and complete share repurchases, if any, using its NCIB program; realization of the expected impact of the maintenance and refining optimization work completed on the Burnaby Refinery’s utilization and profitability; Parkland’s ability to execute on its asset disposition target, including with respect to identifying buyers, and completing such dispositions, if any, on terms reasonable to Parkland and in a timely manner; and the assumptions and risks described under “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s most recent Annual Information Form, and under “Forward-Looking Information” and “Risk Factors” in the Q1 2024 MD&A, which are incorporated by reference herein, each as filed on SEDAR+ and available on the Parkland website at www.parkland.ca. In addition, the 2024 Adjusted EBITDA Guidance reflects continued integration of acquired businesses, synergy capture, and organic growth initiatives, and the key material assumptions include: an increase in Retail and Commercial Fuel and petroleum product adjusted gross margin of approximately 5 percent and Food, convenience and other adjusted gross margin of approximately 5 percent as compared to the year ended December 31, 2023; the realization of $100 million of run-rate MG&A cost efficiencies by the end of 2024; Refining adjusted gross margin of approximately $45 to $46 per barrel and average Burnaby Refinery composite utilization of 75 percent to 80 percent (factoring in the unplanned outage) based on the Burnaby Refinery’s crude processing capacity of 55,000 barrels per day; enhancements to operations, utilization and optimization of supply at the Burnaby Refinery during 2024; and implementation of ongoing operating and MG&A cost reductions across the business. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Specified Financial Measures

This news release contains total of segments measures, non-GAAP financial measures and non-GAAP financial ratios, supplementary financial measures and capital management measures (collectively, “specified financial measures”). Parkland’s management uses certain specified financial measures to analyze the operating and financial performance, leverage, and liquidity of the business. These specified financial measures do not have any standardized meaning under International Financial Reporting Standards (”IFRS”) and are therefore unlikely to be comparable to similar measures presented by other companies. The specified financial measures should not be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for further details regarding specified financial measures used by Parkland.

Non-GAAP Financial Measures and Ratios

Adjusted earnings (loss) is a non-GAAP financial measure and Adjusted earnings (loss) per share is a non-GAAP financial ratio, each representing the underlying core operating performance of business activities of Parkland at a consolidated level. The most directly comparable financial measure to Adjusted earnings (loss) and Adjusted earnings (loss) per share is Net earnings (loss).

Adjusted earnings (loss) and Adjusted earnings (loss) per share represent how well Parkland’s operational business is performing, while considering depreciation and amortization, interest on leases and long-term debt, accretion and other finance costs, and income taxes. The Company uses these measures because it believes that Adjusted earnings (loss) and Adjusted earnings (loss) per share are useful for management and investors in assessing the Company’s overall performance, as they exclude certain significant items that are not reflective of the Company’s underlying business operations.

See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Adjusted earnings (loss).

Please see below for the reconciliation of Adjusted earnings (loss) to net earnings (loss) and calculation of Adjusted earnings (loss) per share.

	Three months ended March 31,
($ millions, unless otherwise stated)	2024	2023
Net earnings (loss)	(5)	77
Add:
Acquisition, integration and other costs	30	27
(Gain) loss on foreign exchange – unrealized	3	7
(Gain) loss on risk management and other – unrealized	11	(32)
Other (gains) and losses	10	21
Other adjusting items⁽¹⁾	10	21
Tax normalization⁽²⁾	(16)	(7)
Adjusted earnings (loss)	43	114
Weighted average number of common shares (million shares)⁽³⁾	175	175
Weighted average number of common shares adjusted for the effects of dilution (million shares)⁽³⁾	175	177
Adjusted earnings (loss) per share ($ per share)
Basic	0.25	0.65
Diluted	0.25	0.64

¹	Other adjusting items for the three months ended March 31, 2024 include: (i) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $4 million (2023 – $3 million); (ii) other income of $2 million (2023 – $3 million); (iii) realized risk management loss related to underlying physical sales activity in another period of $3 million (2023 – $1 million loss); (iv) adjustment to foreign exchange gains and losses related to cash pooling arrangements of $2 million (2023 – $1 million); (v) adjustment to realized risk management gains of $1 million related to interest rate swaps as these gains do not relate to commodity sale and purchase transactions (2023 – nil); and (vi) the effect of market-based performance conditions for equity-settled share-based award settlements of nil (2023 – $13 million).

²	The tax normalization adjustment was applied to net earnings (loss) adjusting items that were considered temporary differences, such as acquisition, integration and other costs, unrealized foreign exchange gains and losses, unrealized gains and losses on risk management and other, gains and losses on asset disposals, changes in fair value of redemption options, changes in estimates of environmental provisions, loss on inventory write-downs for which there are offsetting associated risk management derivatives with unrealized gains, impairments of non-current assets and debt modifications. The tax impact was estimated using the effective tax rates applicable to jurisdictions where the related items occur.

³	Weighted average number of common shares is calculated in accordance with Parkland’s accounting policy contained in Note 2 of the Annual Consolidated Financial Statements.

Available cash flow is a non-GAAP financial measure and Available cash flow per share is a non-GAAP financial ratio. The most directly comparable financial measure for Available cash flow and Available cash flow per share is cash generated from (used in) operating activities. Parkland uses these measures to monitor its ability to generate cash flow for capital allocation, including distributions to shareholders, investment in the growth of the business, and deleveraging. Available cash flow is calculated as cash generated from (used in) operating activities adjusted for items such as (i) net change in (a) non-cash working capital and (b) other assets and other liabilities, (ii) maintenance capital expenditures, (iii) dividends received from investments in associates and joint ventures, (iv) interest on leases and long-term debt, and (v) payments on principal amounts on leases. Available cash flow per share is calculated as Available cash flow divided by the weighted average number of outstanding common shares. See following table for a calculation of historical Available cash flow and Available cash flow per share and a reconciliation to cash generated from (used in) operating activities.

	Three months ended				Trailing twelve months ended March 31,2024
($ millions, unless otherwise noted)	June 30, 2023⁽¹⁾	September 30, 2023	December 31, 2023	March 31, 2024	Trailing twelve months ended March 31,2024
Cash generated from (used in) operating activities	521	528	417	217	1,683
Reverse: Change in other assets and other liabilities	(11)	7	(4)	28	20
Reverse: Net change in non-cash working capital⁽¹⁾	(145)	(14)	17	63	(79)
Include: Maintenance capital expenditures	(61)	(52)	(93)	(59)	(265)
Include: Dividends received from investments in associates and joint ventures	2	4	3	2	11
Include: Interest on leases and long-term debt	(89)	(83)	(88)	(85)	(345)
Include: Payments of principal amount on leases	(56)	(57)	(71)	(71)	(255)
Available cash flow	161	333	181	95	770
Weighted average number of common shares (millions)⁽³⁾					176
TTM Available cash flow per share					4.38

	Three months ended				Trailing twelve months ended March 31, 2023
($ millions, unless otherwise noted)	June 30, 2022	September 30, 2022	December 31, 2022	March 31, 2023	Trailing twelve months ended March 31, 2023
Cash generated from (used in) operating activities	341	404	629	314	1,688
Exclude: Adjusted EBITDA attributable to NCI, net of tax	(27)	(11)	—	—	(38)
	314	393	629	314	1,650
Reverse: Change in other assets and other liabilities	(1)	23	(23)	11	10
Reverse: Net change in non-cash working capital	88	(132)	(232)	18	(258)
Include: Maintenance capital expenditures⁽²⁾	(44)	(62)	(118)	(79)	(303)
Include: Dividends received from investments in associates and joint ventures	12	5	—	16	33
Include: Interest on leases and long-term debt	(69)	(76)	(86)	(92)	(323)
Exclude: Interest on leases and long-term debt attributable to NCI	1	—	—	—	1
Include: Payments on principal amount on leases	(38)	(50)	(52)	(51)	(191)
Exclude: Payments on principal amount on leases attributable to NCI	4	2	—	—	6
Available cash flow	267	103	118	137	625
Weighted average number of common shares (millions)⁽³⁾					165
TTM Available cash flow per share					3.79

¹	For comparative purposes, certain amounts within net change in non-cash working capital for the three months ended June 30, 2023 were revised to conform to the current period presentation.

²	For the three months ended June 30, 2022, and September 30, 2022, and for the trailing twelve months ended March 31, 2023, represents the amounts attributable to Parkland.

³	Weighted average number of common shares is calculated in accordance with Parkland’s accounting policy contained in Note 2 of the Annual Consolidated Financial Statements.

The non-GAAP financial measures and ratios should not be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Except as otherwise indicated, these non-GAAP measures and ratios are calculated and disclosed on a consistent basis from period to period. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for further details regarding Parkland’s non-GAAP financial measures and ratios.

Capital Management Measures

Parkland’s primary capital management measure is the Leverage Ratio, which is used internally by key management personnel to monitor Parkland’s overall financial strength, capital structure flexibility, and ability to service debt and meet current and future commitments. In order to manage its financing requirements, Parkland may adjust capital spending or dividends paid to shareholders, or issue new shares or new debt. The Leverage Ratio is calculated as a ratio of Leverage Debt to Leverage EBITDA and does not have any standardized meaning prescribed under IFRS Accounting Standards. It is therefore unlikely to be comparable to similar measures presented by other companies. The detailed calculation of Leverage Ratio is as follows:

($ millions, unless otherwise noted)	March 31, 2024	December 31, 2023
Leverage Debt	5,208	4,976
Leverage EBITDA	1,657	1,780
Leverage Ratio	3.1	2.8

($ millions, unless otherwise noted)	March 31, 2024	December 31, 2023
Long-term debt	6,630	6,358
Less:
Lease obligations	(1,084)	(1,048)
Cash and cash equivalents	(393)	(387)
Non-recourse debt⁽¹⁾	(3)	—
Add:
Non-recourse cash⁽¹⁾	5	—
Letters of credit	53	53
Leverage Debt	5,208	4,976

	Three months ended				Trailing twelve months ended March 31, 2024
($ millions, unless otherwise noted)	June 30, 2023	September 30, 2023	December 31, 2023	March 31, 2024	Trailing twelve months ended March 31, 2024
Adjusted EBITDA	470	585	463	327	1,845
Share incentive compensation	6	5	11	6	28
Reverse: IFRS 16 impact⁽²⁾	(68)	(71)	(82)	(83)	(304)
	408	519	392	250	1,569
Other adjustments⁽³⁾					88
Leverage EBITDA					1,657

	Three months ended				Trailing twelve months ended December 31, 2023
($ millions, unless otherwise noted)	March 31, 2023	June 30, 2023	September 30, 2023	December 31, 2023	Trailing twelve months ended December 31, 2023
Adjusted EBITDA	395	470	585	463	1,913
Share incentive compensation	8	6	5	11	30
Reverse: IFRS 16 impact⁽²⁾	(61)	(68)	(71)	(82)	(282)
	342	408	519	392	1,661
Other adjustments⁽³⁾					119
Leverage EBITDA					1,780

⁽¹⁾	Represents Non-recourse debt and Non-recourse cash balances related to project financing.

⁽²⁾	Includes the impact of operating leases prior to the adoption of IFRS 16, previously recognized under operating costs, which aligns with management’s view of the impact to earnings.

⁽³⁾	Includes adjustments to normalize Adjusted EBITDA for non-recurring events including the completion of turnarounds, the unplanned shutdown resulting from an extreme cold weather event, a third-party power outage and the EBITDA attributable to EV charging operations financed through non-recourse project financing.

Total of Segments Measures

Adjusted EBITDA is a total of segments measure used by the chief operating decision maker to make decisions about resource allocation to the segment and to assess its performance. In accordance with IFRS, adjustments and eliminations made in preparing an entity’s financial statements and allocations of revenue, expenses, and gains or losses shall be included in determining reported segment profit or loss only if they are included in the measure of the segment’s profit or loss that is used by the chief operating decision maker. As such, Parkland’s Adjusted EBITDA is unlikely to be comparable to similarly named measures presented by other issuers, who may calculate these measures differently. Parkland views Adjusted EBITDA as the key measure for the underlying core operating performance of business segment activities at an operational level. Adjusted EBITDA is used by management to set targets for Parkland (including annual guidance and variable compensation targets) and is used to determine Parkland’s ability to service debt, finance capital expenditures and provide for dividend payments to shareholders. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for further details regarding total of segments measures used by Parkland. Refer to the table below for the reconciliation of Adjusted EBITDA to net earnings (loss) for the three months ended March 31, 2024 and March 31, 2023.

	Three months ended March 31,
($ millions)	2024	2023
Adjusted EBITDA	327	395
Less/(add):
Acquisition, integration and other costs	30	27
Depreciation and amortization	206	190
Finance costs	91	104
(Gain) loss on foreign exchange – unrealized	3	7
(Gain) loss on risk management and other – unrealized	11	(32)
Other (gains) and losses⁽¹⁾	10	21
Other adjusting items⁽²⁾	10	21
Income tax expense (recovery)	(29)	(20)
Net earnings (loss)	(5)	77

⁽¹⁾	Other (gains) and losses for the three months ended March 31, 2024 include the following: (i) $13 million non-cash valuation loss (2023 -$9 million gain) due to the change in fair value redemption options: (ii) $5 million loss (2023 – $23 million loss) in Others, (iii) $4 million non-cash valuation gain (2023 – $4 million loss) due to the change in estimates of environmental provision; (iv) $2 million gain (2023 – $6 million loss) on disposal of assets; and (v) $2 million (2023- $3 million) in Other income. Refer to Note 12 of the Interim Condensed Consolidated Financial Statements.

⁽²⁾	Other adjusting items for the three months ended March 31, 2024 include: (i) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $4 million (2023 – $3 million); (ii) other income of $2 million (2023 – $3 million); (iii) realized risk management loss related to underlying physical sales activity in another period of $3 million (2023 – $1 million loss); (iv) adjustment to foreign exchange gains and losses related to cash pooling arrangements of $2 million (2023 – $1 million); (v) adjustment to realized risk management gains of $1 million related to interest rate swaps as these gains do not relate to commodity sale and purchase transactions (2023 – nil); and (vi) the effect of market-based performance conditions for equity-settled share-based award settlements of nil (2023 – $13 million).

Parkland uses Adjusted gross margin as a measure of segment profit (loss) to analyze the performance of sale and purchase transactions and performance on margin. The most directly comparable financial measure is sales and operating revenue. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for the detailed definition of Adjusted gross margin.

Refer to the table below for a detailed calculation of Adjusted gross margin for the three months and three months ended March 31, 2024 and March 31, 2023.

	Three months ended March 31,
($ millions)	2024	2023
Sales and operating revenue	6,939	8,156
Cost of purchases	(6,022)	(7,267)
Gain (loss) on risk management and other – realized	(64)	39
Gain (loss) on foreign exchange – realized	(8)	(3)
Other adjusting items to Adjusted gross margin(1)	4	2
Adjusted gross margin	849	927
Fuel and petroleum product adjusted gross margin	666	755
Food, convenience and other adjusted gross margin	183	172
Adjusted gross margin	849	927

Includes realized risk management loss related to underlying physical sales activity in another period of $3 million (2023 – $1 million), adjustment to foreign exchange gains and losses related to cash pooling arrangements of $2 million (2023 -$1 million), and adjustment to realized risk management gains of $1 million (2023 – nil) related to interest rate swaps as these gains do not relate to the commodity sale and purchase transactions.

Supplementary Financial Measures

Parkland uses a number of supplementary financial measures, including Adjusted EBITDA Guidance, Leverage Ratio Guidance, TTM Cash generated from (used in) operating activities, and TTM Cash generated from (used in) operating activities per share, and these measures may not be comparable to similar measures presented by other issuers, as other issuers may calculate these measures differently. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for further details regarding supplementary financial measures used by Parkland, including the composition of such measures.

Non-Financial Measures

Parkland uses a number of non-financial measures, including Company SSVG, composite utilization and total recordable injury frequency rate, in measuring the success of our strategic objectives and to set variable compensation targets for employees. These non-financial measures are not accounting measures, do not have comparable IFRS measures, and may not be comparable to similar measures presented by other issuers, as other issuers may calculate these metrics differently. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for further details on the non-financial measures used by Parkland.