Superior Plus Announces Sale of U.S. Wholesale and Retail Distillate Assets
Toronto, April 3, 2018
For Immediate Release
Superior Plus Corp. (“Superior”) announced today that Superior Plus Energy Services (“SPES”), a subsidiary of Superior Plus LP, has entered into a definitive agreement with Sunoco LP to sell the wholesale refined fuels business and refined fuel terminal assets located in New York for total cash consideration of US$39.8 million (approximately Cdn. $51.4 million), plus net working capital at closing (the “Transaction”). The Transaction is subject to customary purchase price adjustments, closing conditions and is expected to close in April 2018. Superior also closed on the sale of certain retail distillate assets in Pennsylvania today to another third-party for total cash consideration of approximately US$16.0 million (approximately Cdn $20.7 million).
“The sale of these wholesale and retail distillate assets is consistent with our goal to streamline our product offerings, reduce our heating oil and distillate business exposure and grow our U.S. business by investing in retail propane distribution assets,” stated Luc Desjardins, Superior’s President and CEO. “The proceeds from the sale of these assets allows us to repay debt which can be redrawn to fund acquisitions of retail propane assets consistent with our corporate strategy while maintaining our earnings guidance for 2018.”
The assets to be sold to Sunoco LP are part of SPES’ wholesale refined fuels operations across five states in the northeast U.S. and includes three pipeline connected terminals located in New York.
Superior confirms that, assuming completion of these divestitures, its guidance for 2018 of Adjusted Operating Cash Flow per share of $1.65 to $1.95 and Adjusted EBITDA of $295 million to $335 million remains unchanged.
About Superior Plus Corp.
Superior consists of two primary operating businesses: Energy Distribution includes the distribution of propane and distillates, and supply portfolio management; and Specialty Chemicals includes the manufacture and sale of specialty chemicals.
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: email@example.com, Toll Free: 1-866-490-PLUS (7587).
Forward Looking Information
Certain information included herein is forward-looking, within the meaning of applicable Canadian securities laws. Such information is typically identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “plan”, “intend”, “forecast”, “future”, “guidance”, “may”, “predict”, “project”, “should”, “strategy”, “target”, “will” or similar expressions suggesting future outcomes. Forward-looking information in this news release includes forward looking information relating to the completion and timing of the Transaction, the use of proceeds from, the transactions, and Superior’s 2018 adjusted operating cash flow and Adjusted EBITDA outlook. Superior believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such information should not be unduly relied upon.
Forward-looking information is not a guarantee of future performance. By its very nature, forward-looking information involves inherent assumptions, risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information will not be achieved, including risks relating to satisfaction of the conditions to, and completion of, the Transaction. Should one or more of these risks and uncertainties materialize, or should assumptions described above prove incorrect, Superior’s actual performance and results in future periods may differ materially from any projections of future performance or results expressed or implied by such forward-looking information. We caution readers not to place undue reliance on this information as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking information.
Forward-looking information contained in this news release is provided for the purpose of providing information about management’s goals, plans and range of expectations for the future and may not be appropriate for other purposes. Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.
Non-GAAP Financial Measures
Adjusted Operating Cash Flow
AOCF is equal to cash flow from operating activities as defined by IFRS, adjusted for changes in non-cash working capital, other expenses, non-cash interest expense, current income taxes and finance costs. Superior may deduct or include additional items in its calculation of AOCF; these items would generally, but not necessarily, be items of a non-recurring nature. AOCF is the main performance measure used by management and investors to evaluate Superior’s performance. Readers are cautioned that it is not a defined performance measure under IFRS and cannot be assured. Superior’s calculation of AOCF may differ from similar calculations used by comparable entities. AOCF represents cash flow generated by Superior that is available for, but not necessarily limited to, changes in working capital requirements, investing activities and financing activities of Superior.
Adjusted EBITDA represents earnings before taxes, depreciation, amortization, finance expense and certain other non-cash expenses, and is used by Superior to assess its consolidated results and those of its operating segments. EBITDA is not a defined performance measure under IFRS. Superior’s calculation of EBITDA may differ from similar calculations used by comparable entities.