Transaction|June 8, 2018

Superior Plus completes C$400 million bought deal offering of subscription receipts

Torys acted as counsel to Superior Plus with a team led by Lianne Tysowski and that included Michael Zackheim, Mile Kurta, Robbie Leibel, Alice Lin and Michael Murphy (Canadian and US securities), Nina Mansoori and Jonathan Wiener (debt financing), Corrado Cardarelli and Andrew Wong (tax).

On June 8, 2018, Superior Plus Corp. ("Superior") announced that it completed its previously announced public offering of 32,000,000 subscription receipts at a price of $12.50 per receipt. The offering, which raised gross proceeds of C$400 million, was underwritten on a bought deal basis by a syndicate of underwriters co-led by TD Securities Inc. and CIBC Capital Markets and that included BMO Capital Markets, National Bank Financial, RBC Capital Markets, Scotiabank, AltaCorp Capital Inc., Canaccord Genuity Corp., Desjardins Securities Inc., Industrial Alliance Securities Inc. and Raymond James Ltd. Superior has also granted the underwriters an over-allotment option to purchase up to an additional 4,800,000 subscription receipts (or, in certain circumstances, common shares), on the same terms and conditions as the offering, exercisable no later than 30 days after the closing of the offering.

Superior intends to use the net proceeds from the offering to finance, in part, the previously announced C$900 million acquisition, by an indirect wholly-owned subsidiary, of all of the outstanding equity interest in NGL Propane, LLC, NGL Energy Partners LP's retail propane distribution business.

The remainder of the purchase price will be financed with a combination of a draw on Superior's existing credit facilities and a senior secured bridge credit facility.

Superior Plus 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.

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