Posts Tagged ‘Sunoco’

Parkland Corporation Announces Completion of Acquisition by Sunoco LP

CALGARY, AB, Nov. 3, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (TSX: PKI) (”Parkland”) announced today that Sunoco LP (”Sunoco”) completed the acquisition of Parkland on October 31, 2025 (the “Transaction”).

Parkland logo

Parkland shares are expected to be delisted from the Toronto Stock Exchange as of the close of markets on Tuesday, November 4, 2025, and, until such time, will continue to be traded on the Toronto Stock Exchange. The Common Units of SunocoCorp LLC (”SunocoCorp”) to be received by Parkland shareholders in connection with the Transaction will begin trading on the New York Stock Exchange on Thursday, November 6, 2025 under the ticker symbol “SUNC” following the settlement of the Parkland shares and completion of the allocation process for the SunocoCorp Common Units.1

About Sunoco and SunocoCorp

Sunoco LP (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating across 32 countries and territories in North America, the Greater Caribbean, and Europe. The Partnership’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 160 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which distribute over 15 billion gallons annually to approximately 11,000 Sunoco and partner-branded retail locations, as well as independent dealers and commercial customers. SUN’s general partner is owned by Energy Transfer LP (NYSE: ET).

SunocoCorp (NYSE: SUNC) is a publicly traded limited liability company that owns a direct limited partner interest in Sunoco LP.

SUN and SUNC are headquartered in Dallas, Texas. More information is available at www.sunocolp.com

Forward-Looking Statements

This news release may include certain statements concerning expectations for the future that are forward-looking statements or forward-looking information under applicable Canadian securities laws (collectively, “forward-looking statements”), including without limitation statements regarding the delisting of the Parkland shares from the Toronto Stock Exchange and the timing for the commencement of trading of the SunocoCorp Common Units on the New York Stock Exchange. Forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often include, but are not limited to, words such as “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “anticipate,” “estimate,” “intend,” “plan,” “seek,” “see,” “target” or similar expressions, or variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements are based upon current plans, estimates, expectations and ambitions and are subject to a variety of known and unknown risks, uncertainties, assumptions and other factors that are difficult to predict, many of which are beyond management’s control and that could cause actual results to differ materially from those expressed in such forward-looking statements, including factors associated with the timing for the completion of the de-listing process and the settlement procedures and allocation process for the delivery of SunocoCorp Common Units. These risks, as well as other risks associated with Parkland are discussed in Parkland’s annual information for the year ended December 31, 2024 and other documents filed from time to time by Parkland with Canadian securities regulatory authorities. Parkland does not undertake any obligation to update or revise any forward-looking statement to reflect new information or events, unless required by law.


Contacts


Investors:
Scott Grischow, Treasurer, Senior Vice President – Finance
(214) 840-5660, [email protected]

1 Sunoco indirectly acquired, through its wholly owned subsidiary 2709716 Alberta ULC (the “Purchaser”), all of the issued and outstanding Parkland shares. Immediately before the effective time, Sunoco did not own any Parkland shares. Each Parkland shareholder immediately before the effective time will receive, for each Parkland share held: (i) C$44.00 in cash, (ii) approximately 0.536 common units representing limited liability company interests in SunocoCorp (”SunocoCorp Units”), or (iii) C$19.80 in cash and 0.295 SunocoCorp Units, subject to elections, proration, maximum amounts and adjustments in accordance with the plan of arrangement, details of which may be found in the management information circular and proxy statement of Parkland dated May 26, 2025, resulting in total consideration of approximately C$3,457,770,643.42 in cash and 51,517,198 SunocoCorp Units. An early warning report will be filed under Parkland’s SEDAR+ profile at www.sedarplus.ca. To obtain a copy, please contact Sunoco LP, 8111 Westchester Drive, Suite 400 Dallas, TX 75225, United States, Attn: Scott Grischow, Treasurer, Senior Vice President – Finance, Tel: (214) 840-5660. The Purchaser’s address is 4200 Bankers Hall West, 888 – 3rd Street S.W., Calgary, Alberta T2P 5C5, Canada. Parkland’s head office is located at Suite 1800, 240 4th Avenue SW, Calgary, Alberta T2P 4H4, Canada.

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Parkland Reports 2025 Third Quarter Results and Provides Update on the Sunoco Transaction

Strong third quarter Adjusted EBITDA1 of $540 million

On track to deliver midpoint of 2025 Adjusted EBITDA Guidance2 of $1.8 to $2.1 billion

Sunoco Transaction3 expected to close on October 31, 2025

CALGARY, ABOct. 27, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI), today announced its financial and operating results for the three and nine months ended September 30, 2025.

“Parkland delivered another strong quarter, reflecting the strength of its diversified business, and clearly demonstrating our ability to deliver 2025 Adjusted EBITDA guidance,” said Bob Espey, President and Chief Executive Officer. “As we approach this important milestone, I am incredibly proud and grateful of the Parkland team and the industry leading business we have built together. I am excited about Parkland’s next phase of growth with Sunoco, the power of the combined platform, and have confidence in the Company’s ability to deliver significant synergies and long-term value for its stakeholders.”

Q3 2025 Highlights

  • Delivered Adjusted EBITDA of $540 million, up from $431 million in Q3 2024, primarily driven by strong operations and margins at the Burnaby Refinery and robust performance in the Canada and International segments. These were partially offset by softness in the USA segment due to continued macroeconomic pressures and competition.
  • Net earnings of $129 million ($0.74 per share, basic), up from $91 million ($0.52 per share, basic) in Q3 2024, and Adjusted earnings4 of $180 million ($1.03 per share4, basic), as compared to $106 million ($0.61 per share, basic) in Q3 2024.
  • Trailing twelve months (”TTM”) Available cash flow4 of $668 million ($3.83 per share4), up from $627 million ($3.58 per share) in 2024, primarily driven by higher Adjusted EBITDA. TTM Cash generated from operating activities2 of $1,646 million ($9.45 per share2), up from $1,490 million ($8.51 per share) in 2024.
  • Leverage Ratio5 decreased to 3.1 times (3.6 times in Q4 2024) and liquidity available2 of approximately $2.3 billion.
  • Total recordable injury frequency rate6 on a TTM basis was 1.07, compared to 1.04 in Q3 2024.

____________________________


(1)

Total of segments measure. See “Measures of Segment Profit(Loss) and Total of Segments Measures” section of this news release.


(2)

Supplementary financial measure. See “Supplementary Financial Measures” section of this news release.


(3)

On May 5, 2025, Parkland and Sunoco LP (NYSE: SUN) (”Sunoco”) announced that they entered into a definitive agreement whereby Sunoco will acquire all outstanding shares of Parkland by way of a court-approved plan of arrangement (the “Plan of Arrangement”) in a cash and equity transaction valued at approximately U.S.$9.1 billion, including assumed debt (the “Transaction”).


(4)

Non-GAAP financial measure or non-GAAP financial ratio. See “Non-GAAP Financial Measures and Ratios” section of this news release.


(5)

Capital management measure. See “Capital Management Measures” section of this news release.


(6)

Non-financial measure. See “Non-Financial Measures” section of this news release.

Q3 2025 Segment Highlights

  • Canada delivered Adjusted EBITDA of $208 million, compared to $196 million in Q3 2024, driven by stronger fuel unit margins from continued price and supply optimization. Results were partially offset by softer retail demand in our company-owned network, which is reflected in our Company same-store volume growth (”Company SSVG”)6 of (2.3) percent. Food and Company C-Store same-store sales growth (”Food and Company C-Store SSSG”)4 excluding cigarettes was 4.1 percent, reflecting continued growth in alcohol and packaged beverages driven by successful marketing initiatives through our loyalty program.
  • International delivered Adjusted EBITDA of $161 million, compared to $150 million in Q3 2024, reflecting strong volume growth in both the retail and commercial businesses.
  • USA delivered Adjusted EBITDA of $28 million, compared to $52 million in Q3 2024, driven by lower fuel unit margins due to an ongoing competitive pricing environment and reduced rail and regional arbitrage opportunities.
  • Refining delivered Adjusted EBITDA of $151 million, compared to $48 million in Q3 2024, driven by higher refining margins combined with strong composite utilization6 of 103.1 percent.

Update on the Sunoco Transaction

Parkland announced that the Transaction is expected to close on October 31, 2025, subject to the satisfaction or waiver of customary closing conditions. Following completion of the Transaction, Parkland shares will be delisted from the Toronto Stock Exchange.

Common Units representing limited liability company interests in SunocoCorp (”SunocoCorp Units”), to be issued to shareholders of Parkland in connection with the Transaction, are expected to begin trading on the New York Stock Exchange on November 3, 2025 under the ticker symbol “SUNC”.

Parkland also announced the preliminary results of the elections in respect of the consideration received pursuant to the Transaction. Based on the elections received by the election deadline of October 17, 2025:

  • Parkland shareholders holding approximately 94,964,700 Parkland shares elected the all-cash consideration,
  • Parkland shareholders holding approximately 9,734,800 Parkland shares elected the all SunocoCorp Unit consideration; and
  • Parkland shareholders holding approximately 69,911,000 Parkland shares elected, or were deemed to have elected, a combination of cash and SunocoCorp Unit consideration.

The all-cash elected consideration and all SunocoCorp Unit elected consideration are subject to proration, maximum amounts and adjustments in accordance with the Plan of Arrangement.

Due to the pending closing of the Transaction, Parkland will not host a conference call or webcast to discuss its third quarter results.

Consolidated Financial Overview

($ millions, unless otherwise noted)


Three months ended
September 30,

Financial Summary


2025

2024

Sales and operating revenue


7,353

7,126

Adjusted EBITDA(1)


540

431

Canada(2)(3)


208

196

International(2)(3)


161

150

USA(2)(3)


28

52

Refining(2)(3)


151

48

Corporate(2)(3)


(8)

(15)

Net earnings (loss)


129

91

Net earnings (loss) per share – basic ($ per share)


0.74

0.52

Net earnings (loss) per share – diluted ($ per share)


0.73

0.52

Trailing twelve months (”TTM”) Cash generated from (used in) operating activities(4)


1,646

1,490

TTM Cash generated from (used in) operating activities per share(4)


9.45

8.51

TTM Available cash flow(5)(6)


668

627

TTM Available cash flow per share(5)(6)


3.83

3.58

TTM ROIC(6)


8.5 %

7.8 %


(1)

Total of segments measure. See “Measures of Segment Profit (Loss) and Total of Segments Measures” section of this news release.


(
2)

For comparative purposes, certain amounts certain amounts in 2024 were revised to conform to the presentation used in the current period with respect to the allocation of Corporate costs. See Note 2d of the Interim Condensed Consolidated Financial Statements for further details


(3)

Measure of segment profit (loss). See “Measures of Segment Profit (Loss) and Total of Segments Measures” section of this news release.


(4)

Supplementary financial measure. See “Supplementary Financial Measures” section of this news release.


(5)

For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management with no changes to Adjusted EBITDA or net earnings to conform to the presentation used in the current period.


(6)

Non-GAAP financial measure or non-GAAP financial ratio. See “Non-GAAP Financial Measures and Ratios” section of this news release.

MD&A and Annual Consolidated Financial Statements

The Management’s Discussion and Analysis for the three and nine months ended September 30, 2025 (the “Q3 2025 MD&A”) and Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2025 (the “Q3 2025 Condensed Consolidated Financial Statements”) provide a detailed explanation of Parkland’s operating results for the three and nine months ended September 30, 2025. 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 Q3 2025 MD&A and the Q3 2025 Condensed Consolidated Financial Statements will be posted to www.parkland.ca and SEDAR+ as soon as they become available.

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 the words “expect”, “will”, “could”, “would”, “believe”, “continue”, “pursue”, “on track”, “aim” 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; expectation to remain on track to achieve midpoint of 2025 Adjusted EBITDA Guidance range; Parkland’s ability to achieve 2025 guidance; the combined company’s ability to deliver significant synergies and long-term value to stakeholders; and the Transaction, including the completion and timing thereof, and expectations respecting the trading of the SunocoCorp Units.

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 including, but not limited to: the completion of the Transaction, including the timing thereof and realizing the benefits resulting therefrom; Parkland’s ability to successfully integrate its operations with Sunoco following the Transaction; general economic, market and business conditions; micro and macroeconomic trends and conditions, including increases in interest rates, inflation, imposition of tariffs and fluctuating commodity prices; Parkland’s ability to execute its business objectives, projects and strategies, including the completion, financing and timing thereof, realizing the benefits therefrom, meeting our targets, outlook and commitments relating thereto, and the impact of the Transaction thereon; ability to remain on track to achieve the midpoint of 2025 Adjusted EBITDA Guidance range and achieve its 2025 guidance and the assumptions relating thereto; and other factors, many of which are beyond the control of Parkland and the assumptions and risks described in “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” included in Parkland’s most recently filed Annual Information Form, and in “Forward-Looking Information” and “Risk Factors” in the Q4 2024 MD&A, each as filed on SEDAR+ and available on the Parkland website at www.parkland.ca. In addition, the 2025 Adjusted EBITDA Guidance reflects continued integration of acquired businesses and synergy capture, and progression of organic growth initiatives, and key material assumptions include: market trends in line with Parkland’s current expectations; expected performance from Parkland’s combined retail and commercial lines of business during the 2025 financial year that is consistent with the prior year; Burnaby Refinery composite utilization of 90 to 95% based on the Burnaby Refinery’s crude processing capacity of 55,000 bpd, and completion of planned maintenance, including deferral of the previously planned turnaround to 2026; and implementation of ongoing cost reductions across the business. The forward-looking statements contained in this news release are expressly qualified by these cautionary statements.

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 as issued by the International Accounting Standards Board (”IFRS Accounting Standards”) 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 the IFRS Accounting Standards. See Section 15 of the Q3 2025 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 items that are not reflective of the Company’s underlying business operations.

See Section 15 of the Q3 2025 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Adjusted earnings (loss) and Adjusted earnings (loss) per share.

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


Three months ended
September 30,


Nine months ended
September 30,

($ millions, unless otherwise stated)


2025

2024


2025

2024

Net earnings (loss)


129

91


365

156

Add/(less):

Acquisition, integration and other costs


22

61


97

137

(Gain) loss on foreign exchange – unrealized


7

1


(2)

8

(Gain) loss on risk management and other – unrealized(4)


(3)

(48)


(51)

11

Costs related to the Sunoco Transaction


38


84

Other (gains) and losses


(4)

(1)


(93)

8

Other adjusting items(1)(4)


8

7


19

33

Tax normalization(2)


(17)

(5)


(16)

(48)

Adjusted earnings (loss)


180

106


403

305

Weighted average number of common shares (million shares)(3)


175

174


174

175

Weighted average number of common shares adjusted for the effects of dilution (million shares)(3)


177

176


176

177

Adjusted earnings (loss) per share ($ per share)

Basic


1.03

0.61


2.31

1.74

Diluted


1.02

0.60


2.29

1.72


(1)

Other adjusting items for the three months ended September 30, 2025, include: (i) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $8 million (2024 – $4 million); (ii) other income of $3 million (2024 – $3 million); and (iii) realized gains and losses on risk management and other assets and liabilities related to underlying physical sales activity in another period of $3 million gain (2024 – nil). Other adjusting items for the nine months ended September 30, 2025, include: (i) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $21 million (2024 – $11 million); (ii) other income of $6 million (2024 – $8 million); (iii) realized gains and losses on risk management and other assets and liabilities related to underlying physical sales activity in another period of $4 million gain (2024 – $12 million loss); (iv) adjustment to foreign exchange gains and losses related to cash pooling arrangements of $4 million gain (2024 – $4 million loss); and (v) realized risk management gains related to interest rate swaps, as these gains do not relate to commodity sale and purchase transactions, of nil (2024 -$2 million gain).


(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 costs related to the Sunoco Transaction. 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.


(4)

For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management with no changes to Adjusted earnings (loss) to conform to the presentation used in the current period.

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 set targets (including annual guidance and variable compensation target) and monitor its ability to generate cash flow for capital allocation, including distributions to shareholders, investment in the growth of the business, and deleveraging. See Section 15 of the Q3 2025 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Available cash flow and Available cash flow per share. See the 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

September 30,
2025

($ millions, unless otherwise noted)

December
31, 2024

March 31,
2025

June 30,
2025

September 30,
2025

Cash generated from (used in) operating activities

462

286

502

396


1,646

Reverse: Change in other assets and other liabilities

80

1

(7)

22


96

Reverse: Net change in non-cash working capital related to operating activities(1)

(180)

53

(87)

42


(172)

Include: Maintenance capital expenditures

(96)

(62)

(70)

(56)


(284)

Include: Dividends received from investments in associates and joint ventures

7

5

6

3


21

Include: Interest on leases and long-term debt

(87)

(89)

(83)

(82)


(341)

Include: Payments of principal amount on leases

(76)

(77)

(74)

(71)


(298)

Available cash flow

110

117

187

254


668

Weighted average number of common shares (millions)(2)


174

TTM Available cash flow per share


3.83

Three months ended

Trailing twelve
months ended
September 30,
2024

($ millions, unless otherwise noted)

December
31, 2023

March 31,
2024 (1)

June 30,
2024

September 30,
2024

Cash generated from (used in) operating activities

417

217

450

406

1,490

Reverse: Change in other assets and other liabilities

(4)

28

3

(68)

(41)

Reverse: Net change in non-cash working capital related to operating activities(1)

17

55

(34)

21

59

Include: Maintenance capital expenditures

(93)

(59)

(53)

(71)

(276)

Include: Dividends received from investments in associates and joint ventures

3

2

8

3

16

Include: Interest on leases and long-term debt

(88)

(85)

(88)

(85)

(346)

Include: Payments on principal amount on leases

(71)

(71)

(64)

(69)

(275)

Available cash flow

181

87

222

137

627

Weighted average number of common shares (millions)(2)

175

TTM Available cash flow per share

3.58


(1)

For comparative purposes, certain amounts within the net change in non-cash working capital related to operating activities for the three months ended March 31, 2024, were revised to conform to the current period presentation.


(2)

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.

ROIC is a non-GAAP financial ratio. The measure is calculated as a ratio of Net operating profit after tax (”NOPAT”) divided by average invested capital. NOPAT describes the profitability of Parkland’s base operations, excluding the impact of leverage and certain other items of income and expenditure that are not considered representative of Parkland’s underlying core operating performance. NOPAT is based on Adjusted EBITDA, defined in the “Measures of Segment Profit (Loss) and Total of Segments Measures” section of this news release, less depreciation and amortization expense, including pro-forma depreciation on assets classified as held for sale, and the estimated tax expense using the expected average tax rate estimated using statutory tax rates in each jurisdiction where Parkland operates. Average invested capital is the amount of capital deployed by Parkland that represents the average of opening and closing debt, including debt liabilities classified as held for sale, as well as shareholder’s equity, including equity reserves, net of cash and cash equivalents. We use this non-GAAP measure to assess Parkland’s efficiency in investing capital.

($ millions, unless otherwise noted)

Three months ended


ROIC

December
31, 2024

March 31,
2025

June 30,
2025

September
30, 2025


Trailing twelve
months

ended
September 30,
2025

Net earnings (loss)

(29)

64

172

129


336

Add/(less):

Income tax expense (recovery)

(8)

8

39

39


78

Acquisition, integration and other costs

81

29

46

22


178

Depreciation and amortization

210

202

220

213


845

Finance cost

92

99

93

91


375

(Gain) loss on foreign exchange – unrealized

(2)

(5)

(4)

7


(4)

(Gain) loss on risk management and other – unrealized

34

3

(51)

(3)


(17)

Costs related to the Sunoco Transaction

46

38


84

Other (gains) and losses

30

(19)

(70)

(4)


(63)

Other adjusting items

20

(6)

17

8


39

Adjusted EBITDA

428

375

508

540


1,851

Less: Depreciation and amortization

(210)

(202)

(220)

(213)


(845)

Less: Pro-forma depreciation and amortization on
assets classified as held for sale

(7)

(7)

14



Adjusted EBIT

211

166

302

327


1,006

Average effective tax rate


21.9 %

Less: Taxes


(220)

Net operating profit after tax


786

Opening invested capital


9,306

Closing invested capital


9,280

Average invested capital


9,293

Return on invested capital


8.5 %


Invested Capital


September 30,

($ millions, unless otherwise noted)


2025

2024

Long-term debt – current portion


848

220

Long-term debt


5,569

6,104

Long-term debt in liabilities classified as held for sale(1)


2

181

Shareholders’ equity


3,267

3,164

Exclude: Cash and cash equivalents


(406)

(363)

Total


9,280

9,306

($ millions, unless otherwise noted)

Three months ended


ROIC

December
31, 2023

March 31,
2024

June 30,
2024

September
30, 2024

Trailing twelve
months ended
September 30,
2024

Net earnings (loss)

86

(5)

70

91

242

Add/(less):

Income tax expense (recovery)

(15)

(29)

20

17

(7)

Acquisition, integration and other costs

42

30

46

61

179

Depreciation and amortization

222

206

202

207

837

Finance cost

89

91

99

96

375

(Gain) loss on foreign exchange – unrealized

3

4

1

8

(Gain) loss on risk management and other – unrealized(2)

28

3

56

(48)

39

Other (gains) and losses

5

10

(1)

(1)

13

Other adjusting items(2)

6

18

8

7

39

Adjusted EBITDA

463

327

504

431

1,725

Less: Depreciation and amortization

(222)

(206)

(202)

(207)

(837)

Adjusted EBIT

241

121

302

224

888

Average effective tax rate

19.0 %

Less: Taxes

(169)

Net operating profit after tax

719

Opening invested capital

9,238

Closing invested capital

9,306

Average invested capital

9,272

Return on invested capital

7.8 %


Invested Capital

September 30,

($ millions, unless otherwise noted)

2024

2023

Long-term debt – current portion

220

180

Long-term debt

6,104

6,227

Long-term debt in liabilities classified as held for sale(1)

181

Shareholders’ equity

3,164

3,259

Exclude: Cash and cash equivalents

(363)

(428)

Total

9,306

9,238


(1)

For comparative purposes, long-term debt in liabilities classified as held for sale were included as part of invested capital as at September 30, 2024, to conform to the current period presentation.


(2)

For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management for the three months ended March 31, 2024, with no changes to Adjusted EBITDA.

Food and Company C-Store SSSG is a non-GAAP financial ratio and refers to the period-over-period sales growth generated by retail food and convenience stores at the same Company sites. The effects of opening and closing stores, temporary closures (including closures for On the Run / Marché Express conversions), expansions of stores, renovations of stores, and stores with changes in food service models in the period are excluded to derive a comparable same-store metric. Same-store sales growth is a metric commonly used in the retail industry that provides meaningful information to investors in assessing the health and strength of Parkland’s brands and retail network, which ultimately impacts financial performance. The most directly comparable financial measure to Food and Company C-Store SSSG is food and convenience store revenue within sales and operating revenue.

Below is a reconciliation of convenience store revenue (Food and C-Store revenue) for the Canada segment with the Food and Company C-Store same store sales (”SSS”), and the calculation of the Food and Company C-Store SSSG.


Three months ended
September 30,


Nine months ended
September 30,

($ millions, unless otherwise noted)


2025

2024

%(1)


2025

2024

%(1)

Food and Company C-Store revenue


86

82


248

242

Add:

Point-of-sale (”POS”) value of goods and services sold at Food and Company C-Store operated by retailers and franchisees(2)


313

312


876

891

Less:

Rental and royalty income from retailers, franchisees and other(3)


(64)

(62)


(182)

(184)

Same Store revenue adjustments(4) (excluding cigarettes)


(15)

(14)


(41)

(38)

Food and Company C-Store same-store sales (including cigarettes)


320

318

0.5 %


901

911

(1.2) %

Less:

Same Store revenue adjustments(4) (cigarettes)


(102)

(109)


(284)

(312)

Food and Company C-Store same-store sales (excluding cigarettes)


218

209

4.1 %


617

599

2.7 %

Three months ended
September 30,

Nine months ended
September 30,

($ millions, unless otherwise noted)

2024

2023

%(1)

2024

2023

%(1)

Food and Company C-Store revenue

82

81

242

230

Add:

Point-of-sale (”POS”) value of goods and services sold at Food and Company C-Store operated by retailers(2)

314

331

895

925

Less:

Rental income from retailers and other(3)

(61)

(67)

(183)

(186)

Same Store revenue adjustments(4)(5) (excluding cigarettes)

(15)

(13)

(43)

(39)

Food and Company C-Store same-store sales (including cigarettes)

320

332

(3.8) %

911

930

(2.2) %

Less:

Same Store revenue adjustments(4)(5) (cigarettes)

(109)

(118)

(309)

(331)

Food and Company C-Store same-store sales (excluding cigarettes)

211

214

(1.1) %

602

599

0.3 %


(1)

Percentages are calculated based on actual amounts and are impacted by rounding.


(2)

POS values used to calculate Food and Company C-Store SSSG are not a Parkland financial measure and do not form part of Parkland’s consolidated financial statements, as Parkland earns rental income from retailers in the form of a percentage rent on convenience store sales. POS values are calculated based on the information obtained from Parkland’s POS systems at retail sites, including transactional data, such as sales, costs, and volumes, which are subject to internal controls over financial reporting. We also use this data to calculate rental income from retailers in the form of a percentage rent on convenience store sales, which is recorded as revenue in our consolidated financial statements.


(3)

Includes rental income from retailers in the form of a percentage rent on Food and Company C-Store sales, royalty, and franchisee fees and excludes revenues from automated teller machines, POS system licensing fees, and other.


(4)

This adjustment excludes the effects of acquisitions, opening and closing stores, temporary closures (including closures for On the Run / Marché Express conversions), expansions of stores, renovations of stores, and stores with changes in food service models, to derive a comparable same-store metric.


(5)

Excludes sales from acquisitions completed within the year as these will not impact the metric until after the completion of one year of the acquisitions when the sales or volume generated establishes the baseline for these metrics.

These 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 Accounting Standards. Except as otherwise indicated, these non-GAAP financial measures and ratios are calculated and disclosed on a consistent basis from period to period. See Section 15 of the Q3 2025 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 the Leverage Ratio is as follows:

($ millions, unless otherwise noted)


September 30, 2025

December 31, 2024

Leverage Debt


4,937

5,268

Leverage EBITDA


1,571

1,481

Leverage Ratio


3.1

3.6

($ millions, unless otherwise noted)


September 30, 2025

December 31, 2024

Long-term debt


6,417

6,641

Less:

Lease obligations


(1,091)

(1,054)

Cash and cash equivalents


(406)

(385)

Non-recourse debt(1)


(73)

(30)

Risk management liability (asset)(2)


(10)

(30)

Add:

Non-recourse cash(1)


30

31

Letters of credit and other


70

95

Leverage Debt


4,937

5,268


(1)

Represents non-recourse debt and non-recourse cash balance related to project financing.


(2)

Represents the risk management asset/liability associated with the spot element of the cross-currency swap designated in a cash flow hedge relationship to hedge the variability of principal cash flows of the 2024 Senior Notes resulting from changes in the spot exchange rates.

Three months ended


Trailing twelve
months ended

September 30, 2025

($ millions, unless otherwise noted)

December 31,
2024

March 31,
2025

June 30,
2025

September 30,
2025

Adjusted EBITDA

428

375

508

540


1,851

Share incentive compensation

11

8

7

7


33

Reverse: IFRS 16 impact(1)

(91)

(93)

(90)

(87)


(361)

348

290

425

460


1,523

Acquisition pro-forma adjustment(2)


2

Other adjustments(3)


46

Leverage EBITDA


1,571


(1)

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 of earnings.


(2)

Includes the impact of pro-forma pre-acquisition EBITDA estimates based on anticipated benefits, costs and synergies from acquisitions.


(3)

Includes adjustments to normalize Adjusted EBITDA for non-recurring events relating to the unplanned shutdown at the Burnaby Refinery, completion of turnarounds at the Burnaby Refinery and the EBITDA attributable to EV charging operations financed through non-recourse project financing.

Three months ended

Trailing twelve
months ended
December 31, 2024

($ millions, unless otherwise noted)

March 31,
2024

June 30,
2024

September
30, 2024

December
31, 2024

Adjusted EBITDA

327

504

431

428

1,690

Share incentive compensation

6

8

6

11

31

Reverse: IFRS 16 impact(1)

(83)

(80)

(84)

(91)

(338)

250

432

353

348

1,383

Acquisition pro-forma adjustment(2)

11

Other adjustments(3)

87

Leverage EBITDA

1,481


(1)

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 of earnings.


(2)

Includes the impact of pro-forma pre-acquisition EBITDA estimates based on anticipated benefits, costs and systems from acquisitions.


(3)

Includes adjustments to normalize Adjusted EBITDA for non-recurring events relating to the unplanned shutdowns at the Burnaby Refinery and the EBITDA attributable to EV charging operations financed through non-recourse project financing.

Measures of Segment Profit (Loss) and Total of Segments Measures

Adjusted earnings (loss) before interest, taxes, depreciation and amortization (”Adjusted EBITDA”) is a measure of segment profit (loss) and its aggregate 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 Accounting Standards, 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 (loss) only if they are included in the measure of the segment’s profit (loss) that is used by the chief operating decision maker. As such, Parkland’s Adjusted EBITDA is unlikely to be comparable to measures of segment profit (loss) 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 15 of the Q3 2025 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Adjusted EBITDA. Refer to the table below for the reconciliation of Adjusted EBITDA to net earnings (loss), which is the most directly comparable financial measure, for the three and nine months ended September 30, 2025 and September 30, 2024.


Three months ended

September 30,


Nine months ended
September 30,

($ millions)


2025

2024


2025

2024

Adjusted EBITDA(
1)


540

431


1,423

1,262

Less/(add):

Acquisition, integration and other costs


22

61


97

137

Depreciation and amortization


213

207


635

615

Finance costs


91

96


283

286

(Gain) loss on foreign exchange – unrealized


7

1


(2)

8

(Gain) loss on risk management and other – unrealized(4)


(3)

(48)


(51)

11

Costs related to the Sunoco Transaction


38


84

Other (gains) and losses(2)


(4)

(1)


(93)

8

Other adjusting items(3)(4)


8

7


19

33

Income tax expense (recovery)


39

17


86

8

Net earnings (loss)


129

91


365

156


(1)

Total of segments measure. See Section 15 of the Q3 MD&A.

(2)

Other (gains) and losses for the three months ended September 30, 2025, include: (i) $3 million gain (2024 – $24 million loss) in others; (ii) $3 million (2024 – $3 million) in other income; (iii) $1 million non-cash valuation loss (2024 – $5 million loss) due to the change in estimates of environmental provisions; (iv) $1 million loss (2024 – $2 million gain) on disposal of assets; and (v) nil non-cash valuation (2024 – $25 million gain) due to change in fair value of redemption options. Other (gains) and losses for the nine months ended September 30, 2025, include: (i) $76 million non-cash valuation gain (2024 – $1 million gain) due to change in fair value of redemption options; (ii) $10 million (2024 – $8 million) in other income; (iii) $3 million gain (2024 -$33 million loss) in others; (iv) $3 million non-cash valuation gain (2024 – $11 million gain) due to the change in estimates of environmental provisions; and (v) $1 million gain (2024 – $5 million gain) on disposal of assets.

(3)

Other adjusting items for the three months ended September 30, 2025, include: (i) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $8 million (2024 – $4 million); (ii) other income of $3 million (2024 – $3 million); and (iii) realized gains and losses on risk management and other assets and liabilities related to underlying physical sales activity in another period of $3 million gain (2024 – nil). Other adjusting items for the nine months ended September 30, 2025, include: (i) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $21 million (2024 – $11 million); (ii) other income of $6 million (2024 – $8 million); (iii) realized gains and losses on risk management and other assets and liabilities related to underlying physical sales activity in another period of $4 million gain (2024 – $12 million loss); (iv) adjustment to foreign exchange gains and losses related to cash pooling arrangements of $4 million gain (2024 – $4 million loss); and (v) realized risk management gains related to interest rate swaps, as these gains do not relate to commodity sale and purchase transactions, of nil (2024 -$2 million gain).


(4)

For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management for the nine months ended September 30, 2024, with no changes to Net earnings (loss).

Supplementary Financial Measures

Parkland uses a number of supplementary financial measures, including TTM Cash generated from (used in) operating activities, TTM Cash generated from (used in) operating activities per share, liquidity available and Adjusted EBITDA Guidance and Capital Expenditure Guidance, to evaluate the success of our strategic objectives. These measures may not be comparable to similar measures presented by other issuers, as other issuers may calculate these measures differently. See Section 15 of the Q3 2025 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, to measure the success of our strategic objectives and to set variable compensation targets for employees, where applicable. These non-financial measures are not accounting measures, do not have comparable IFRS Accounting Standards measures, and may not be comparable to similar measures presented by other issuers, as other issuers may calculate these metrics differently. See Section 15 of the Q3 2025 MD&A, which is incorporated by reference into this news release, for further details on the non-financial measures used by Parkland.

For Further Information: Investor Inquiries: 1-855-355-1051, [email protected]

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Parkland Corporation Announces the Mailing of a Letter of Transmittal in Connection with the Sunoco Arrangement

CALGARY, AB, Sept. 11, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, or “our”) (TSX: PKI) announced today that it has mailed a letter of transmittal and election form (the “Letter of Transmittal”) to each registered holder of common shares of Parkland (the “Company Shares”) in connection with the previously announced Sunoco Arrangement1. Parkland has also made a copy of the form of Letter of Transmittal available on www.parkland.ca and on its SEDAR+ profile at www.sedarplus.ca.

The Letter of Transmittal outlines the necessary documentation and information required from each registered shareholder to obtain the consideration to which they are entitled under the Sunoco Arrangement and make an election with respect to the form of consideration they wish to receive, as further described below. Registered shareholders should refer to the instructions contained in the Letter of Transmittal to ensure they provide the required documentation and information to the depositary for the Sunoco Arrangement, Computershare Investor Services Inc., in order to validly deposit their Company Shares and elect the form of consideration they wish to receive.

The Letter of Transmittal is for use by registered shareholders only. Beneficial (non-registered) shareholders whose Company Shares are registered in the name of an intermediary such as a broker, investment dealer, bank, trust company, trustee, nominee or other intermediary should not use the Letter of Transmittal but rather should contact their intermediary for instructions and assistance in depositing their Company Shares and electing the form of consideration they wish to receive. Every intermediary has its own procedures with respect to the election and may have an earlier election deadline.

Pursuant to the Plan of Arrangement1, in exchange for each Company Share, Parkland shareholders can elect to receive one of the following three options:

  • C$19.80 in cash and 0.295 common units of SunocoCorp1 (”SunocoCorp Units”), which will be listed on the NYSE upon the closing of the Sunoco Arrangement (the “Combination Elected Consideration”),
  • C$44.00 in cash (the “Cash Elected Consideration”), or
  • Approximately 0.536 SunocoCorp Units (the “Unit Elected Consideration”).

The Cash Elected Consideration and Unit Elected Consideration are subject to proration, maximum amounts and adjustments in accordance with the Plan of Arrangement. If a registered shareholder does not deposit a properly completed Letter of Transmittal prior to the deadline to make an election in respect of the consideration receivable in exchange for their Company Shares pursuant to the Sunoco Arrangement (the “Election Deadline”), or otherwise fails to comply with the requirements under the Plan of Arrangement and Letter of Transmittal with respect to such election and deposit of their Company Shares, such registered shareholder will be deemed to have elected to receive the Combination Elected Consideration.

The Election Deadline has not been determined. Parkland will announce the Election Deadline prior to the closing date of the Sunoco Arrangement.

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 “expect”, “may”, “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 determination and announcement of the Election Deadline and the closing of the Sunoco Arrangement.

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, regulatory, market and business conditions; the completion of the Sunoco Arrangement on anticipated terms and timing, or at all, including obtaining regulatory approvals and the satisfaction or waiver of other customary closing conditions; Parkland’s ability to execute its business strategy; action by other persons or companies; the consideration to be received by Parkland shareholders is subject to proration, maximum amounts and adjustments, such that a Parkland shareholder may not receive all of the consideration in the form that they elect to receive; the anticipated effective date of the Sunoco Arrangement may be changed or delayed 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 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.

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


1 On May 5, 2025, Parkland announced that it entered into an arrangement agreement (as amended by an amending agreement dated May 26, 2025) with Sunoco LP (NYSE:SUN) (”Sunoco”), SunocoCorp LLC (formerly known as NuStar GP Holdings LLC) (”SunocoCorp”), and 2709716 Alberta Ltd. (the “Purchaser”), pursuant to which Sunoco, through the Purchaser, will acquire all of the issued and outstanding Company Shares by way of a court-approved plan of arrangement (the “Plan of Arrangement”) under Section 193 of the Business Corporations Act (Alberta) in a cash and equity transaction.

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Parkland Corporation to be Acquired by Sunoco LP

CALGARY, ABMay 5, 2025 /PRNewswire-HISPANIC PR WIRE/ — Sunoco LP (NYSE: SUN) (”Sunoco” or the “Partnership”) and Parkland Corporation (TSX: PKI) (”Parkland”) announced today that they have entered into a definitive agreement whereby Sunoco will acquire all outstanding shares of Parkland in a cash and equity transaction valued at approximately U.S.$9.1 billion, including assumed debt (the “Transaction”).

Parkland Corporation Logo

“This strategic combination is a compelling outcome for Parkland shareholders,” said Michael Jennings, Executive Chairman of Parkland. “The Board unanimously recommends the proposed transaction, recognizing Sunoco’s commitment to safeguarding Canadian jobs, retaining the Calgary head office, and further investing in Canada. This partnership creates significant financial benefits for shareholders and would position the combined company as the largest independent fuel distributor in the Americas.”

“Today marks a significant milestone,” said Bob Espey, President and CEO of Parkland. “This transaction delivers immediate value for shareholders, including an attractive 25% premium. Sunoco shares our commitment to growth, customer service, operational excellence, and ongoing investment in Canada, making our combined business stronger and better positioned for sustained success.”

Strategic Rationale

  • Compelling Financial Benefits: Immediately accretive, with 10%+ accretion to distributable cash flow per common unit and U.S.$250 million in run-rate synergies by Year 3. The combined company expects to return to Sunoco’s 4x long-term leverage target within 12-18 months post-close.
  • Industry Leading Scale and Stability: Complementary assets enables advantaged fuel supply and further diversifies Sunoco’s portfolio and geographic footprint.
  • Accelerated Accretive Growth: Increases cash flow generation for reinvestment and distribution growth.

Continued Commitment to Canada and Responsible Stewardship

  • Employment in Canada: Sunoco will maintain a Canadian headquarters in Calgary and significant employment levels in Canada.
  • Burnaby Refinery: Sunoco is committed to continuing to invest in Parkland’s innovative refinery, which produces low-carbon fuels, while maintaining safe, healthy and growing operations for the long-term. The refinery will continue to operate and supply fuel within the Lower Mainland.
  • Transportation Energy Infrastructure Expansion: Sunoco will continue to support Parkland’s plan to expand its Canadian transportation energy infrastructure.
  • Expanded Investment Opportunities: The combined company’s expanded free cash flow will provide additional resources for reinvestment in Canada, the Caribbean, and the United States in support of both existing and new opportunities.

Transaction Details

Under the terms of the agreement, Parkland shareholders will receive 0.295 SUNCorp units and C$19.80 for each Parkland share, implying a 25 per cent premium based on the 7-day VWAP’s of both Parkland and Sunoco as of May 2, 2025. Parkland shareholders can elect, in the alternative, to receive C$44.00 per Parkland share in cash or 0.536 SUNCorp units for each Parkland share, subject to proration to ensure that the aggregate consideration payable in connection with the transaction does not exceed C$19.80 in cash per Parkland share outstanding as of immediately before closing and 0.295 SUNCorp units per Parkland share outstanding as of immediately before close. For a period of two years following closing of the transaction, Sunoco will ensure that SUNCorp unitholders will receive the same dividend equivalent as the distribution to Sunoco unitholders.

The proposed Transaction will be effected pursuant to a plan of arrangement under the Business Corporations Act (Alberta), which is required to be approved by an Alberta court. The Transaction will require approval by 66 2/3 per cent of the votes cast by the shareholders of Parkland. The agreement also contains an option whereby Sunoco, at its election any time before the Meeting (defined below), may elect to effect and complete the Transaction on the same terms by way of a take-over bid, which would require support from Parkland shareholders owning at least 50 per cent of Parkland’s outstanding shares. The directors and senior officers of Parkland, collectively holding 0.7 per cent of the Parkland shares, have entered into customary voting support agreements, pursuant to which they have committed to vote their common shares held in favour of the Transaction.

In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals, including approvals under the Investment Canada Act, approval of the listing of the SUNCorp shares to be issued under the Transaction on the NYSE, and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the Transaction is expected to close in the second half of 2025. The agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals, subject to Parkland paying a break fee in the amount of $275 million in certain circumstances.

Full details of the Transaction will be included in the Parkland management information circular.

Board of Directors Recommendation

On March 5, 2025, Parkland announced that its Board of Directors had initiated a review of strategic alternatives aimed at identifying opportunities to maximize value for all shareholders. A special committee of independent directors (the “Special Committee”) was appointed to oversee and lead this comprehensive review.

Following this announcement, discussions with Sunoco intensified significantly, leading to the Transaction.

Based on the unanimous recommendation of Parkland’s Special Committee, and following thorough consultation with its financial and legal advisors, Parkland’s Board of Directors has unanimously approved the Transaction. The Board strongly recommends that shareholders vote in favour of the Transaction.

Goldman Sachs Canada Inc. and BofA Securities have each provided opinions to the Parkland Board of Directors, and BMO Capital Markets has provided an opinion to the Parkland Special Committee, to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications stated in each such opinion, the right to receive, at the option of each Parkland shareholder, either (i) an amount in cash equal to the quotient obtained by dividing C$19.80 by 45%, (ii) the number of common units representing limited liability company interests in SUNCorp equal to the quotient obtained by dividing 0.295 by 55% or (iii) a combination of C$19.80 in cash and 0.295 common units representing limited liability company interests in SUNCorp is fair, from a financial point of view, to the shareholders of Parkland (other than Sunoco and its affiliates). The full text of each such fairness opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with each such opinion, will be included in the Parkland management information circular. None of BofA Securities, Goldman Sachs Canda Inc. or BMO Capital Markets express an opinion or recommendation as to how any Parkland shareholder should vote or act in connection with the Transaction or any other matter.

Annual and Special Meeting

Parkland intends to hold a special meeting of Parkland shareholders on June 24, 2025, to approve the Transaction. The annual general meeting of Parkland shareholders, which was originally scheduled for May 6, 2025, has been cancelled and will instead be held on June 24, 2025 concurrent with the special meeting (the annual and special meeting of Parkland Shareholders is referred to as the “Meeting”), allowing Parkland’s shareholders adequate time to fully evaluate the Transaction and its benefits. Shareholders as of the record date of May 23, 2025 will be eligible to vote at the Meeting. In addition to the business of the Meeting already described in Parkland’s management information circular dated April 7, 2025, Parkland will file a new 2025 management information circular, which will also contain information about the Transaction.

The current directors have agreed to stand for election at the upcoming Meeting in order to consummate the Transaction, if supported by Parkland’s shareholders. These directors have agreed to stand down in favour of any alternative slate if the Transaction is not supported.

Advisors

Goldman Sachs Canada Inc. and BofA Securities served as financial advisors to Parkland. BMO Capital Markets acted as financial advisor to Parkland’s Special Committee. Norton Rose Fulbright Canada LLP acted as Parkland’s legal advisor. Torys LLP acted as legal advisor to Parkland’s Special Committee.

Barclays and RBC Capital Markets served as the exclusive financial advisors to Sunoco. Barclays and RBC Capital Markets provided committed financing. Stikeman Elliot LLP, Weil, Gotshal & Manges LLP, and Vinson & Elkins LLP acted as Sunoco’s legal advisors.

Conference Call Information

Sunoco LP and Parkland Corporation management will hold a conference call on Monday, May 5 at 8:30 a.m. Eastern Standard Time (7:30 a.m. Central Standard Time) to discuss the transaction. To participate, dial 877-407-6184 (toll free) or 201-389-0877 at least 10 minutes before the call and ask for the Sunoco LP conference call. The conference call will also be accessible live and for later replay via webcast in the Investor Relations section of Sunoco’s website at www.SunocoLP.com under Webcasts and Presentations.

About Parkland

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.

About Sunoco

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 words “continue”, “commit”, “enhance”, “ensure”, “expect”, “increase”, “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: expected benefits from the Transaction including but not limited to financial benefits for shareholders and increased cash flow generation for reinvestment and distribution growth; Sunoco acquiring all outstanding shares of Parkland in the Transaction, including assumed debt; Sunoco’s intention to list SUNCorp on the New York Stock Exchange; the expectation that SUNCorp will be treated as a corporation for tax purposes; Sunoco’s commitment to maintaining significant employment levels in Canada and retaining the Alberta head office; the belief that the combined company will be the largest independent fuel distributor in the Americas; the forecast that the Transaction will be immediately accretive with 10%+ accretion to distributable cash flow per common unit and U.S.$250 million in run-rate synergies by Year 3; the belief that the Transaction will enhance scale enabling advantaged fuel supply and further diversify Sunoco’s portfolio and geographic footprint; the expectation that the Burnaby Refinery will continue to operate and supply fuel within the Lower Mainland; the belief that combined company’s expanded free cash flow will provide additional resources for reinvestment in Canada, the Caribbean, and the United States in support of both existing and new opportunities; the anticipated timing for closing of the Transaction; the anticipated timing for holding of the special meeting of Parkland shareholders; the filing of Parkland’s new 2025 management information circular including information about the Transaction; the effect, implementation, and completion of the plan of arrangement; the expectation that the current directors of Parkland will stand down in favour of any alternative slate at the upcoming AGM if the Transaction is not supported; and the timing of the joint conference call of Sunoco LP and Parkland.

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; the completion of the Transaction on anticipated terms and timing, or at all, including obtaining key regulatory approvals and Parkland shareholder approval; anticipated tax treatment; potential litigation relating to the Transaction that could be instituted against Sunoco or Parkland; potential adverse reactions or changes to business relationships, including with employees, suppliers, customers, competitors or credit rating agencies, resulting from the announcement or completion of the proposed transaction; 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; 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 dated March 5, 2025, and under the headings “Forward-Looking Information” and “Risk Factors” included in the Q4 2024 Management’s Discussion and Analysis dated March 5, 2025, 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.

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