Parkland to be acquired by Sunoco LP

On May 5, 2025, Sunoco LP ("Sunoco") and Parkland Corporation ("Parkland") announced a definitive agreement whereby Sunoco would acquire all outstanding shares of Parkland in a cash and equity transaction valued at approximately US$9.1 billion, including assumed debt. 

Under the terms of the agreement, Parkland shareholders will receive 0.295 units in a new publicly-traded Delaware limited liability company formed by Sunoco, named SUNCorp, LLC ("SUNCorp"), as well as C$19.80 for each Parkland share held. Alternatively, Parkland shareholders can elect to receive C$44.00 per Parkland share in cash or 0.536 units of SUNCorp for each Parkland share, subject to certain conditions outlined in the agreement.

Effected by way of a plan of arrangement under the Business Corporations Act (Alberta), the transaction requires approval by 66 2/3% of the votes cast by Parkland shareholders at a special meeting to approve the transaction scheduled for June 24, 2025. The agreement also contains an option whereby Sunoco, at its election any time before the special meeting, may elect to effect and complete the transaction on the same terms by way of a take-over bid. The option would require support from Parkland shareholders owning at least 50% of Parkland’s outstanding shares. The directors and senior officers of Parkland, collectively holding 0.7% of Parkland shares, have entered into customary voting support agreements, in which they committed to vote their common shares held in favour of the transaction.

The current directors have agreed to stand for election at the upcoming meeting to consummate the transaction, if supported by Parkland’s shareholders. These directors have agreed to stand down in favour of any alternative slate if the transaction is not supported.

The transaction is expected to close in the second half of 2025, subject to shareholder and court approvals, as well as applicable regulatory approvals, including approvals under the Investment Canada Act, approval of the listing of the SUNCorp shares to be issued under the Transaction on the NYSE, and the satisfaction of certain other closing conditions customary for a transaction of this nature.

Further information can be found on PR Newswire’s website.

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas.

Sunoco is a leading energy infrastructure and fuel distribution master limited partnership operating in over 40 U.S. states, Puerto Rico, Europe, and Mexico. Its midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals, complementing its fuel distribution operations, which serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers.