Superior Plus’ $500 Million Senior Unsecured Notes

Torys LLP acted for Superior Plus LP.

On April 27, 2021, Superior Plus Corp. announced that its wholly-owned subsidiary, Superior Plus LP entered into an underwriting agreement with a syndicate of underwriters to issue and sell on a private placement basis C$500 million aggregate principal amount of 4.25% senior unsecured notes due May 18, 2028. The notes will be issued at par and guaranteed by Superior and certain of its subsidiaries.

The offering is being underwritten by National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc. as joint bookrunners, and a syndicate of underwriters, including, ATB Capital Markets Inc., Canaccord Genuity Corp., Desjardins Securities Inc., J.P. Morgan Securities Canada Inc., Wells Fargo Securities Canada, Ltd., Casgrain & Company Ltd., Cormark Securities Inc., iA Private Wealth Inc. and Raymond James Ltd.

The offering is being made by means of a private placement to certain accredited investors in the provinces of Canada or to qualified institutional buyers in the United States as defined in Rule 144A  under the U.S. Securities Act of 1933.

Closing of the offering is expected to occur on or about May 18, 2021, subject to customary closing conditions.

Superior LP intends to use the net proceeds of the offering, together with borrowings under its credit facilities and cash on hand, to redeem all of its outstanding: (i) C$400 million principal amount of 5.25% senior unsecured notes due February 27, 2024 in accordance with the indenture governing the 2024 Notes; and (ii) C$370 million principal amount of 5.125% senior unsecured notes due August 27, 2025 in accordance with the indenture governing the 2025 notes and, in each case, at the applicable redemption price and date.

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.

The Torys team comprised of Nina Mansoori (Picture, debt financing), Michael Zackheim, Lianne Tysowski and Jennifer Baugh (corporate/Canadian securities) and Andy Beck (U.S. securities).

Involved fees earner: Jennifer Baugh – Torys LLP; Andrew Beck – Torys LLP; Nina Mansoori – Torys LLP; Lianne Tysowski – Torys LLP; Michael Zackheim – Torys LLP;

Law Firms: Torys LLP;

Clients: Superior Plus LP;

Author: Martina Bellini