Sunoco to acquire Parkland for $9.1B

In Canada, Sunoco LP and Parkland Corporation announced 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 $9.1 billion, including assumed debt. 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 favor of the Transaction.