Parkland Fuel Corporation Enters Agreement to Acquire Pioneer Energy, Canada's Largest Private Independent Fuel Marketer

RED DEER, ALBERTA--(Marketwired - Sept. 17, 2014) - Parkland Fuel Corporation ("Parkland" or the "Corporation") (TSX:PKI), North America's fastest growing distributor and marketer of fuels and lubricants, today announced that it has entered into a definitive agreement to acquire the assets (the "Acquisition") of Pioneer Energy ("Pioneer"). All financial figures are expressed in Canadian dollars.

Subject to the satisfaction of closing conditions and closing adjustments, the assets of Pioneer will be purchased for $378 million, including $259 million in cash, $119 million in common shares of Parkland, and the assumption of standard operating liabilities. At 6.9 times Pioneer's trailing twelve month EBITDA of approximately $55 million, this acquisition is both accretive and attractively priced for a premier retail fuel network.

Pioneer's current joint owners, The Pioneer Group Inc. and Suncor Energy Inc., will receive consideration as follows:

• The Pioneer Group Inc. will receive $76 million or 39% of their total consideration in cash and $119 million or 61% of their total consideration in common shares of Parkland. One third of the common shares held by The Pioneer Group Inc. will be subject to a one year minimum holding period, and the remaining two thirds are subject to a two year minimum holding period; and
• Suncor Energy Inc. will receive $183 million in cash.

Parkland remains poised for further growth with a strong balance sheet. Parkland's existing credit facility can be utilized to fund the cash consideration of the Acquisition.

"We have long recognized the Ontario retail marketplace as a critical growth opportunity for Parkland, aligning with Parkland's overarching supply strategy. We also recognize Pioneer Energy as one of Canada's most respected independent retail fuel marketers, having built Pioneer into the strongest independent retail fuel brand in Ontario. Given the Pioneer Group's sophisticated understanding of the retail fuel industry, their investment in Parkland is a strong endorsement of our strategy, and we look forward to welcoming their team," said Bob Espey, President and Chief Executive Officer of Parkland. "Our five year growth plan has progressed rapidly as a result of our team's ability to identify and execute disciplined transactions. We continue to anticipate additional accretive acquisitions, adhering to our disciplined approach to growth."