Superior Plus closes C$725m sale of chemicals unit to Birch Hill

Toronto-based energy distribution company Superior Plus Corp has completed the sale of its specialty chemicals business to Birch Hill Equity Partners.

Toronto-based energy distribution company Superior Plus Corp has completed the sale of its specialty chemicals business to Birch Hill Equity Partners, a Canadian private equity firm. The deal had a total consideration of C$725 million. Superior is backed by Brookfield Asset Management.

PRESS RELEASE

Superior Plus Announces Completion of the Sale of its Specialty Chemicals Business, Amendment and Extension of its Syndicated Credit Facility and Details for the 2021 Virtual Investor Day

April 09, 2021

TORONTO–(BUSINESS WIRE)–Superior Plus Corp. (“Superior”)(TSX:SPB) is pleased to announce the completion of the previously announced sale of its Specialty Chemicals business (“Specialty Chemicals”) to Birch Hill Equity Partners (“Birch Hill”) for total consideration of $725 million (the “Transaction”). Under the terms of the Transaction, Superior received $600 million in cash proceeds from Birch Hill, subject to certain adjustments, and $125 million in the form of a 6% unsecured note issued by the affiliate of Birch Hill that is acquiring Specialty Chemicals. The consideration received is subject to certain post-closing adjustments as previously disclosed.

“We are excited to announce the close of the Transaction as this represents the completion of Superior’s transformation into a pure-play energy distribution company,” said Luc Desjardins, President and CEO of Superior. “The sale of Specialty Chemicals was an important component of our strategic plan and provides us with additional capital to further accelerate our accretive growth strategy in the U.S. and Canadian propane markets. We have a robust pipeline of acquisition opportunities and we anticipate more than doubling the U.S. Propane Distribution EBITDA from operations over the next five years.”

Orrick, Herrington & Sutcliffe LLP acted as legal counsel to Superior on the Transaction. Barclays acted as financial advisor to Superior.

Amended Senior Secured Credit Facility

Superior is also pleased to announce that its wholly-owned subsidiaries, Superior Plus LP, Superior General Partner Inc. and Superior Plus US Financing Inc., have completed an extension of their $750 million senior secured revolving credit facility (the “Credit Facility”) with The Bank of Nova Scotia and TD Securities as Co-Lead Arrangers, and a syndicate of ten lenders. The Credit Facility will now mature on May 8, 2026 and has been amended to reflect the release of certain obligors from its terms as a result of the Transaction. There have been no changes to the total commitments available under the Credit Facility ($750 million), the accordion facility capacity ($300 million) or the financial covenants.

“We are pleased to have completed the extension of the Credit Facility with strong support from our lenders. Superior continues to maintain its financial flexibility and low borrowing costs to support our Energy Distribution growth strategy through acquisitions and organic growth. Our strong balance sheet, along with prudent financial policies, supports our ability to pursue accretive growth opportunities to create long-term value for our shareholders,” said Beth Summers, Executive Vice President and CFO.

Superior is committed to maintaining a resilient balance sheet with sufficient liquidity to grow the business through acquisitions and organic growth. Superior plans to use the net proceeds from the Transaction initially to reduce debt, including paying down outstanding loans under the Credit Facility. As a result of the Transaction, Superior’s available liquidity based on borrowing capacity under the Credit Facility and cash on hand is approximately $1.2 billion. Superior expects to use the available liquidity for additional debt repayment and acquisitions.

2021 Virtual Investor Day

Superior will host a virtual Investor Day on May 25, 2021 at 1 PM EDT. During the event, members of the executive leadership team will provide an update on Superior’s markets and businesses, strategic transformational initiative, the Superior Way Forward, and future financial outlook.

To confirm your attendance for the event, please RSVP by emailing rsvpinvestorday@superiorplus.com. A link to the webcast along with the agenda for the event will be emailed to all participants and will also be posted on Superior’s website in the “Events” section closer to the time of Investor Day.

About the Corporation

Superior is a leading North American distributor and marketer of propane and distillates and related products and services, servicing over 780,000 customer locations in the U.S. and Canada.

For further information about Superior, please visit our website at: www.superiorplus.com or contact: Beth Summers, Executive Vice President and Chief Financial Officer, Tel: (416) 340-6015, or Rob Dorran, Vice President, Investor Relations and Treasurer, Tel: (416) 340-6003, E-mail: investor-relations@superiorplus.com, Toll Free: 1-866-490-PLUS (7587).

Contacts
Beth Summers
Executive Vice President and Chief Financial Officer
Tel: (416) 340-6015
or
Rob Dorran
Vice President, Investor Relations and Treasurer
Tel: (416) 340-6003
E-mail: investor-relations@superiorplus.com
Toll Free: 1-866-490-PLUS (7587)