Parkland Investor Presentation August 22, 2016

PARKLAND’S ACQUISITION OF
THE MAJORITY OF CST’S
CANADIAN ASSETS
AUGUST 2016
FORWARD LOOKING INFORMATION
Certain information included herein is forward-looking. Many of these forward looking statements can be identified by words such as “believe”, “expects”, “expected”, “will”, “intends”,
“projects”, “projected”, “anticipates”, “estimates”, “continues”, "objective" or similar words and include, but are not limited to, statements regarding Parkland’s expectation of its future
financial position, business and growth strategies and objectives, sources of growth, capital expenditures, financial results, future financing and the terms thereof, future acquisitions and
the efficiencies to be derived therefrom, Parkland's leverage pro forma the Acquisition (as defined herein), and the contribution to EBITDA and/or Adjusted EBITDA, and Adjusted Gross
Profit from the Acquisition, the pro forma site counts, volumes, and gross margins expected to be derived from the Acquisition and sources of financing for the Acquisition. Parkland
believes the expectations reflected in such forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forwardlooking statements should not be unduly relied upon.
The forward-looking statements contained herein are based upon certain assumptions and factors including, without limitation: historical trends, current and future economic and
financial conditions, and expected future developments. Parkland believes such assumptions and factors are reasonably accurate at the time of preparing this presentation. However,
forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties some of which are described in Parkland’s annual information form
and other continuous disclosure documents. Such forward-looking statements necessarily involve known and unknown risks and uncertainties and other factors, which may cause
Parkland’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forwardlooking statements. Such factors include, but are not limited to, risks associated with: the failure to achieve the anticipated benefits of acquisitions, including the acquisition of the
majority of the Canadian assets of CST Brands, Inc. (“CST”) from Alimentation Couche-Tard Inc. (“Couche-Tard”) (the “CST Acquisition”); failure to obtain necessary regulatory or other
third party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure to complete the subscription receipt offering, ability to secure
alternative sources of funding to the bridge facility on terms acceptable to Parkland, failure to meet financial, operational and strategic objectives and plans; general economic, market
and business conditions; industry capacity; the operations of Parkland’s assets, competitive action by other companies; refining and marketing margins; the ability of suppliers to meet
commitments; actions by governmental authorities and other regulators including increases in taxes; changes and developments in environmental and other regulations; and other
factors, many of which are beyond the control of Parkland. There is a specific risk that Parkland may be unable to complete the Acquisition in the manner described in this press release or
at all. If Parkland is unable to complete the Acquisition there could be a material adverse impact on Parkland and on the value of its securities.
Readers are directed to, and are encouraged to read, Parkland's management discussion and analysis for the six months ended June 30, 2016 (the "Q2 MD&A"), including the disclosure
contained under the heading "Risk Factors" therein. The Q2 MD&A is available by accessing Parkland's profile on SEDAR at www.sedar.com and such information is incorporated by
reference herein.
This presentation refers to certain financial measures that are not determined in accordance with International Financial Reporting Standards (“IFRS”). Adjusted EBITDA, Adjusted Gross
Profit, Distributable Cash Flow, Distributable cash flow per share, Payout Ratio, Earnings Per Share, Senior Funded Debt and Total Funded Debt to Credit Facility EBITDA are not measures
recognized under IFRS and do not have standardized meanings prescribed by IFRS. Management considers these to be important supplemental measures of Parkland’s performance and
believes these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industries. See “Non-GAAP financial
measures, reconciliations and advisories” section of the Q2 MD&A. Investors are encouraged to evaluate each adjustment and the reasons Parkland considers it appropriate for
supplemental analysis. Investors are cautioned, however, that these measures should not be construed as an alternative to net income determined in accordance with IFRS as an
indication of Parkland’s performance. The financial measures that are not determined in accordance with IFRS in this presentation are expressly qualified by this cautionary statement.
Additionally, the estimated annual Adjusted EBITDA contribution from the assets Parkland will acquired pursuant to the Acquisition are based on the financial statements and
comparative information of CST which were prepared in accordance with United States (U.S.) generally accepted accounting principles (U.S. GAAP) and converted to Canadian dollars at
averaged historical exchange rates on a quarterly basis. Parkland believes such Parkland believes its estimation of annual Adjusted EBITDA, Adjusted Gross Profit, and Distributable Cash
Flow per share based on such information is reasonable and but no assurance can be given that these expectations will prove to be correct and such figures should not be unduly relied
upon.
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 presentation are expressly qualified by this cautionary statement.
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PARKLAND EXPANDS ITS CANADIAN RETAIL BUSINESSES
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PARKLAND TO ACQUIRE MAJORITY OF CST’S CANADIAN BUSINESS AND
ASSETS IN QUÉBEC, ONTARIO AND ATLANTIC CANADA
Transaction Overview
(All Amounts Canadian Dollars Unless Specified Otherwise)
Current Parkland Canada Retail Presence
• Parkland Fuel Corporation (“Parkland”) has agreed to acquire the majority of the Canadian
business and assets of CST Brands, Inc. (“CST”) from Alimentation Couche-Tard Inc.
(“Couche-Tard”) for total consideration of approximately $965 million (the “Acquisition”)
• Parkland’s acquired assets (collectively, the “Acquired Assets”) are expected to add
approximately $105 to $115 million in estimated annual Adjusted EBITDA1 and include:
o A significant portion of CST’s company-operated locations2
o CST’s dealer and commissioned agent business (approximately 490 locations)
o CST’s cardlock business (72 locations)
o CST’s commercial and home heat business
o CST’s Canadian corporate office
Less Concentrated
• The majority of the fuel is sold under the highly recognizable Ultramar brand
• The transaction represents Parkland’s largest retail transaction to date and represents a
large scale expansion into Québec and Atlantic Canada
More Concentrated
Retail Presence of Acquired Assets
Less Concentrated
More Concentrated
• The transaction increases TTM Q2 2016 Adjusted EBITDA and Distributable Cash Flow per
Share1 on a pro forma pre-synergy basis by over 44% and 20%, respectively
• The transaction is being funded with committed debt facilities, a bought deal subscription
receipt offering and bridge financing
• Parkland intends to replace the bridge financing with alternative longer term debt prior to
closing of the Acquisition
• The transaction is subject to customary regulatory approvals and closing conditions and is
expected to close in Q1 2017
1. Adjusted EBITDA and Distributable Cash Flow per Share are management estimates based on information and financial statements relating to the Acquired Assets and depend on final site selection.
2. Specific company-operated locations will be finalized with Couche-Tard prior to closing and following the review of the Acquisition by the Competition Bureau of Canada.
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THE ACQUIRED ASSETS ARE COMPLEMENTARY TO PARKLAND’S
EXISTING OPERATING MODELS AND WILL ADD 3BL+ IN EASTERN CANADA
Summary of Acquired Assets
Corporate
Commercial
Retail
Segment
Description
Companyoperated
• Company operated retail fuel stations where Parkland retains both
the fuel and convenience store margin
• Fuel sold under the Ultramar brand
Dealer and
Commissioned
Agent
• Dealer / agent operated retail fuel stations
• Fuel sold under the Ultramar brand under a consigned fuel
agreement where Parkland retains the fuel margin
• Convenience store margin retained by the dealer / agent
• Includes >80 owned locations
Cardlock
• Commercial truck fueling stations located near highways
• Fuel sold under the CST-owned Pipeline Commercial brand which
will be sold to Parkland
Home Heat
• Distributes heating oil and motor fuels to residential and commercial
customers
• Fuel sold under the Ultramar brand
• Utilizes a network of bulk storage locations and a fleet of 159 trucks
3+ Billion
Litres1
Corporate Office • Employees with local knowledge and support structure
and MG&A
• Montréal head office
1. Specific company-operated locations will be finalized with Couche-Tard prior to closing and following review of the Acquisition by the Competition Bureau of Canada. Fuel volume is estimated and actual
fuel volume will depend on final site selection.
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THE ACQUISITION WILL MEANINGFULLY EXPAND PARKLAND’S SCALE
AND PROVIDE CRITICAL MASS IN QUÉBEC AND ATLANTIC CANADA
Transaction Highlights
Parkland to Become #1 Fuel
Retailer in Canada
• Increases retail site count at June 30, 2016 to over 1,555 sites
• Increases TTM Q2 2016 fuel volume to over 13.3 billion litres1
Provides Critical Mass in
Establishing a Growing
Presence in the Québec and
Atlantic Canada Markets
• Expands and establishes Parkland’s retail presence into major cities in
Québec and Atlantic Canada while enhancing retail presence in
Ontario
• Provides a high quality source of demand in Eastern Canada and
broadens Parkland’s supply relationships
• Creates a nationwide platform for acquisition growth
Enhances Parkland’s Fuel
and Non-Fuel Capabilities
• Operates under the Ultramar brand2 which is one of the most
recognized retail fuel brands in Québec and Atlantic Canada
• Adds four strong convenience store brands (Corner Store, Dépanneur
du Coin, Express Mart and Dépan Express)
• Builds upon Parkland’s non-fuel capabilities including private label
expertise, and hot food and coffee programs
Attractive Synergy
Opportunities
• Synergies are expected to be consistent with prior acquisitions and
realized through increased scale and leveraging joint capabilities
Accelerates Growth
Strategy Under Five Year
Plan
Pre-synergies3
• Increases Adjusted EBITDA by 44%+
• Increases Distributable Cash Flow per Share by 20%+
• Reduces payout ratio to under 70%
1. Specific company-operated locations will be finalized with Couche-Tard prior to closing and following review of the Acquisition by the Competition Bureau of Canada. Fuel volume is estimated and actual fuel
volume will depend on final site selection.
2. The Ultramar brand is owned by Valero who provides CST Canada with exclusive use of the brand in Canada.
3. Pro forma Parkland’s TTM period ended Q2 2016 and excludes one-time transaction costs.
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THE TRANSACTION WILL PROVIDE PARKLAND WITH A LARGER
PLATFORM FOR GROWTH
Pro Forma Analysis (Pre-synergies)
Parkland
(TTM Q2 2016)
Acquired Assets1
1,065
490+2
1,555+
46%+
Volume (BL)
10.3
3.0+2
13.3+
25%+
Adjusted EBITDA
($ Million)
$240
$345+
44%+
Retail Site Count
~$105 to $115
Pro Forma3
Increase
1. Retail site count, volume and Adjusted EBITDA are based on management expectations and assumptions, financial statements and other information relating to the Acquired Assets.
2. Specific company-operated locations will be finalized with Couche-Tard prior to closing and following review of the Acquisition by the Competition Bureau of Canada. Fuel volume is estimated and actual fuel
volume will depend on final site selection.
3. Pro forma Parkland’s TTM period ended Q2 2016 and on a pre-synergy basis; based on management expectations and assumptions, financial statements and other information related to the Acquired Assets.
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COMPLEMENTARY RETAIL NETWORK IN EASTERN CANADA WITH
SIGNIFICANT SCALE IN QUÉBEC AND ATLANTIC REGION
1 Québec City
2 Montréal
3 Ottawa
4 Toronto
1
2
3
4
Parkland Existing Retail Locations
CST Canada Company Locations
CST Canada Dealer / Agent Locations
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Note: Specific company-operated locations will be finalized with Couche-Tard prior to closing and following review of the Acquisition by the Competition Bureau of Canada.
THE TRANSACTION WILL FILL OUT SIGNIFICANT ‘WHITE SPACE’ IN
MONTRÉAL AND QUÉBEC CITY
Montréal
CST Canada Company Locations
Québec City
CST Canada Dealer / Agent Locations
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Note: Specific company-operated locations will be finalized with Couche-Tard prior to closing and following review of the Acquisition by the Competition Bureau of Canada.
THE ULTRAMAR BRAND IS A TOP FUEL BRAND IN QUÉBEC
Québec Fuel Brand Usage and Preference
Québec Fuel Brand Usage
Québec Fuel Brand Preference
Which of the following fuel retailers have you purchased fuel (gasoline or diesel)
from in the past 6 months?
Of the fuel retailers visited in the past 6 months,
which one do you prefer to go to most often?
45%
40%
38%
34%
11%
18%
16%
24%
19%
16%
13%
18%
8%
37%
Other
7%
6%
Other
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Source: Commissioned research conducted by Ipsos of motorists in Québec in December 2015. Sample size of 802.
PARKLAND HAS A PROVEN TRACK RECORD INTEGRATING ACQUISITIONS
AND EXPECTS TO REALIZE SYNERGIES OVER THE NEXT 36 MONTHS
Integration and Synergies
Integration
• The Acquired Assets are a strategic fit for Parkland and strengthen
Parkland’s marketing capabilities
• Integration will take place over the next 24 months
• Existing talent and knowledge will be leveraged to ensure French-language
capabilities are maintained, Québec and Atlantic Canada market knowledge
is incorporated and best practices are shared across the combined platform
Attractive
Synergy
Opportunities
• Synergies as a percent of EBITDA are expected to be consistent with prior
acquisitions and are expected over the 36 month period following the
Acquisition
• Synergies are expected to be realized from:
o Leveraging the best non-fuel capabilities of both businesses
o Improved fuel and non-fuel purchasing due to increased scale
o Optimizing the pro forma network and operating model
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PARKLAND IS COMMITTED TO MAINTAINING A STRONG BALANCE
SHEET AND ADEQUATE LIQUIDITY POST-CLOSING
Indicative Financing Overview
• Bought deal private placement of subscription receipts for gross proceeds of approximately $200 million
• $545 million drawn on a new secured revolving credit facility replacing Parkland’s existing credit facility and a $300 million bridge facility
which have been fully underwritten in their entirety by Toronto-Dominion Bank and National Bank of Canada as Co-Lead Arrangers and
Joint Bookrunners
• Parkland intends to replace the bridge financing with alternative longer term debt prior to closing of the Acquisition
• Pro forma Total Funded Debt / EBITDA Ratio of approximately 3.5x is within Parkland’s guidance of a 2.0x to 3.5x range
• Post-closing balance sheet is expected to continue to be strong with approximately $185 1 million of additional revolver capacity which
positions Parkland to fund capital expenditures, working capital and future acquisitions
• The Acquired Assets are expected to generate meaningful Distributable Cash Flow and contribute to deleveraging Parkland’s balance
sheet to the mid-range of its guidance target
($ Millions)
Parkland
Q2 2016
Acquisition
Pro Forma
1
5151
516
400
8151
1,215
EBITDA
2402
1103
350
Senior Funded Debt / EBITDA
0.0x
1.5x
Total Funded Debt / EBITDA
1.7x
3.5x
Senior Funded Debt
Total Funded Debt
1. Assumes exercise of the underwriters’ overallotment option for approximately $30 million.
2. TTM Q2 2016 Credit Facility EBITDA.
3. Adjusted EBITDA, pre-synergies and assumes mid-point of range of $105 million and $115 million.
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THE ACQUISITION IS CENTRAL TO PARKLAND’S FIVE YEAR PLAN
Five Year Plan Guidance
5 Year Goal
With Organic Growth
Distributable CFPS
Payout Ratio
Total Funded Debt to
EBITDA Ratio
With Acquisition
Growth
~$1.55
>$2.00
Low 70%’s
~50% range
Outgrow
Competitors
Organically
Grow Supply
Advantage
Acquire to Increase
Scale
2.0x (Min)
3.5x (Max)
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THE ACQUISITION IS HIGHLY ACCRETIVE TO PARKLAND ON A PRESYNERGY BASIS
Key Pro Forma Metrics
Current
TTM Q2 2016
Pro Forma Acquisition
(Pre-Synergies)
Five Year Goal with
Acquisition Growth
>$2.00
Distributable Cash
Flow per Share
$1.34
20%+
Increase1
82%
Below
70%1
Payout Ratio
~50%
3.5x
Total Funded Debt to
EBITDA Ratio
1.7x
Approx.
3.5x
2.0x
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1. Excluding one-time transaction costs.
COME GROW WITH US!
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