Superior Plus’ $900 Million Acquisition of NGL Energy’s Retail Propane Business


TD Securities Inc. and CIBC Capital Markets are acting as financial advisors to Superior. Orrick, Herrington & Sutcliffe LLP and Torys LLP are acting as legal counsel to Superior.

Superior Plus Corp. (TSX:SPB) has entered into an agreement with NGL Energy Partners LP (NYSE:NGL) to acquire all of the outstanding equity interest in NGL Propane, LLC, NGL Energy’s retail propane distribution business, for total cash consideration of US$900 million subject to customary closing adjustments.

NGL Propane sells propane and distillates to over 316,000 residential, commercial and industrial customers. NGL Propane, with over 1,000 employees in 151 locations (including 61 satellite distribution locations) and a fleet in excess of 1,000 trucks, services 22 states in the Northeast U.S., Southeast U.S. and Upper Midwest U.S. NGL Propane, trades under prominent regional brands, including Osterman Propane, Downeast Energy, Eastern Propane, Atlantic Propane, Anthem Propane, Gas Inc. and Brantley Gas.

During the twelve months ended March 31, 2018, NGL Propane sold approximately 182 million gallons of fuel generating approximately US$85 million (Cdn$111 million) in Adjusted EBITDA. On a normalized basis, including contributions from acquisitions completed during the year Adjusted EBITDA would have been approximately US$90 million (Cdn$117 million). With estimated run-rate synergies of approximately US$20-25 million (Cdn$26-32 million), the Transaction is expected to be double digit accretive to AOCF on a run-rate basis.

Closing of the Transaction, which is expected to occur in Q3 2018, is subject to customary closing conditions, including antitrust approvals in the United States. The Transaction is not subject to any due diligence or financing conditions.

The Orrick team was led by corporate partners King Milling (Picture) and Tal Hacohen and included Chris Trester and Maria Stracqualursi (corporate), Nicole Walsh, Cristine LeVasser, Brandon Soleimani, James Tian and Daniel Rothberg (real estate), Bob Lawrence, Shari Harmon and Zachary Huey (environmental law), Alex Okuliar and Diana Gillis (antitrust), Jason Flaherty and Keith Tidwell (compensation & benefits) and John Narducci and James Larkin (tax).

Involved fees earner: King Milling – Orrick; Tal Hacohen – Orrick; Chris Trester – Orrick; Maria Stracqualursi – Orrick; Nicole Walsh – Orrick; Cristine LeVasser – Orrick; Brandon Soleimani – Orrick; Daniel Rothberg – Orrick; Robert Lawrence – Orrick; Shani Harmon – Orrick; Zachary Huey – Orrick; Alex Okuliar – Orrick; Diana Gillis – Orrick; Jason Flaherty – Orrick; Keith Tidwell – Orrick; John Narducci – Orrick; James Larkin – Orrick;

Law Firms: Orrick;

Clients: Superior Plus Corporation;

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Author: Ambrogio Visconti