An anonymous director reports
PARKLAND CORPORATION ANNOUNCES THE MAILING OF A LETTER OF TRANSMITTAL IN CONNECTION WITH THE SUNOCO ARRANGEMENT
Parkland Corp. has mailed a letter of transmittal and election form to each registered holder of common shares of Parkland in connection with the previously announced Sunoco LP arrangement (1). Parkland has also made a copy of the form of letter of transmittal available on its website and on its SEDAR+ profile.
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:
- $19.80 in cash and 0.295 common unit of SunocoCorp LLC (1), which will be listed on the New York Stock Exchange upon the closing of the Sunoco arrangement;
- $44 in cash;
- Or approximately 0.536 SunocoCorp unit.
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, 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 Corp.
Parkland is a leading international fuel distributor, marketer and convenience retailer with safe and reliable operations in 26 countries across the Americas. The company's retail network meets the fuel and convenience needs of everyday consumers. Parkland's commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting its customers' needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultrafast EV (electric vehicle) 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, Parkland has developed supply, distribution and trading capabilities to accelerate growth and business performance.
(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, SunocoCorp (formerly known as NuStar GP Holdings LLC) 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 under Section 193 of the Business Corporations Act (Alberta) in a cash and equity transaction.
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