Sunoco (SUN) 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, with operations in 26 countries and ~4,000 locations.

• Combines complementary assets, including pipelines, terminals, refining operations, and supply chain expertise.

• Retains a Canadian head office and long-term investment in Canadian operations, including low-carbon initiatives at the Burnaby refinery.

• Expands free cash flow to support reinvestment in Canada, the Caribbean, and the U.S.

Financial terms and conditions

• Transaction valued at approximately $9.1 billion, including assumed debt, with a combined enterprise value of nearly $24.5 billion.

• Each Parkland share exchanged for 0.295 SUNCorp units and CAD 19.80, totaling CAD 43.33 per share, with a 25% premium to the 7-day VWAP as of May 2, 2025.

• Alternative election: CAD 44.00 cash or 0.536 SUNCorp units per share, subject to proration.

• $2.6 billion cash consideration supported by a fully committed bridge facility or $2.65 billion 364-day bridge term loan, to be refinanced with senior notes and preferred equity.

• Sunoco will acquire 100% of Parkland shares in a cash and equity deal, with Parkland shareholders receiving equity in SUNCorp.

Synergies and expected cost savings

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

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

• Combined scale and complementary footprint will reduce cost of goods sold and diversify supply chain.

• Expanded customer base and demand profile will strengthen supply chain and operational efficiency.

• Supply chain benefits include site density and sourcing optionality, especially in the Caribbean.