Parkland (PKI) M&A Announcement summary

Deal rationale and strategic fit

• Creates the largest independent fuel distributor in the Americas, distributing over 15 billion gallons annually and enhancing scale, diversification, and cost advantages.

• Diversifies the portfolio across geographies and products, optimizing for stability and growth upside.

• Combines complementary geographic footprints and customer bases, strengthening supply chain resilience and integration opportunities.

• Retains a Canadian head office and commits to long-term investment in Canadian operations, including the Burnaby Refinery.

• Both companies share a focus on growth, customer service, and proven integration capabilities.

Financial terms and conditions

• Sunoco will acquire 100% of Parkland's common shares in a cash and equity deal valued at US$9.1 billion, including assumed debt.

• Each Parkland share exchanged for 0.295 SUNCorp units and CAD 19.80, with alternatives for all-cash (CAD 44.00) or all-equity (0.536 units), subject to proration.

• Total consideration of CAD 43.33 per share, a 25% premium over the 7-day VWAP as of May 2, 2025.

• $2.6 billion cash consideration supported by a fully committed bridge facility, to be refinanced with senior notes and preferred equity.

• Sunoco will ensure dividend equivalence for SUNCorp unitholders for two years post-closing.

Synergies and expected cost savings

• At least $250 million in annual run-rate synergies expected by year three post-close.

• Synergies to come from operational optimization, expense control, and commercial supply chain efficiencies.

• Combined scale and supply chain optimization expected to reduce cost of goods sold and enhance supply stability.

• Commercial synergies expected to unlock value, especially in the Caribbean and through global supply chain integration.

• Combined company targets a return to a four-times leverage ratio within 12–18 months post-close.