ANNUAL INFORMATION FORM for the FINANCIAL YEAR ENDED DECEMBER 31, 2018 March 27, 2019 TABLE of CONTENTS GLOSSARY of TERMS
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ANNUAL INFORMATION FORM FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2018 March 27, 2019 TABLE OF CONTENTS GLOSSARY OF TERMS ................................................................... 2 PRESENTATION OF INFORMATION ......................................................... 5 CAUTIONARY STATEMENT REGARDING FORWARD – LOOKING INFORMATION ....................... 6 CORPORATE STRUCTURE ................................................................. 8 GENERAL DEVELOPMENT OF THE BUSINESS .................................................. 9 DESCRIPTION OF THE BUSINESS OF THE CORPORATION ........................................ 12 RISK FACTORS ......................................................................... 24 AUDIT COMMITTEE INFORMATION ......................................................... 46 DIVIDENDS ............................................................................ 48 DESCRIPTION OF CAPITAL STRUCTURE ...................................................... 49 MARKET FOR SECURITIES ................................................................ 53 DIRECTORS AND OFFICERS ............................................................... 54 CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS .............................. 57 CONFLICTS OF INTEREST ................................................................. 57 MATERIAL CONTRACTS .................................................................. 58 INTERESTS OF EXPERTS .................................................................. 58 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................ 58 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................... 58 ADDITIONAL INFORMATION .............................................................. 58 REGISTRAR AND TRANSFER AGENT ......................................................... 58 Appendix 1 – Mandate of the Audit Committee ................................................ 59 Page – 1 | Parkland Fuel Corporation 2019 Annual Information Form GLOSSARY OF TERMS When used in this Annual Information Form the following terms have the meanings set forth below: “2026 6.00% US Senior Notes” means the US$500,000,000 aggregate principal amount of 6.00% senior notes with a final maturity date of April 1, 2026 issued by Parkland on March 23, 2018; “2027 6.50% Senior Notes” means the $300,000,000 aggregate principal amount of 6.50% senior notes with a final maturity date of January 21, 2027 issued by Parkland on November 21, 2018; “5.50% Senior Notes” means the $200,000,000 aggregate principal amount of 5.50% senior notes with a final maturity date of May 28, 2021 issued by Parkland on May 29, 2014; “5.625% Senior Notes” means the $500,000,000 aggregate principal amount of 5.625% senior notes with a final maturity date of May 9, 2025 issued by Parkland on September 16, 2017; “5.75% Senior Notes” means the $300,000,000 aggregate principal amount of 5.75% senior notes with a final maturity date of September 16, 2024 issued by Parkland on September 16, 2016; “6.00% Senior Notes” means the $200,000,000 aggregate principal amount of 6.00% senior notes with a final maturity date of November 21, 2022 issued by Parkland on November 21, 2014; “Adjusted EBITDA” means Parkland’s earnings before interest, taxes, depreciation and amortization but excludes costs that are not considered representative of Parkland’s underlying core operating performance, including, among other items: (i) costs related to potential and completed acquisitions, (ii) non-core acquisitions and integration employee costs, (iii) business integration and restructuring costs, (iv) changes in the fair value of share-based compensation liabilities, and (v) realized foreign exchange gains and losses as a result of refinancing activities. Please refer to Note 24 of Parkland’s Annual Consolidated Financial Statements and Section 13 of Parkland’s Annual Management Discussion & Analysis for further information; “Bradco” means Bradco Inc.; “Bradco Acquisition” means Parkland’s acquisition of substantially all of the assets and select liabilities that comprise Bradco’s business pursuant to the terms of an asset purchase agreement dated November 26, 2018 and a real estate purchase agreement dated November 26, 2018; “Board of Directors”or“Board” means the board of directors of Parkland; “Burnaby Refinery” means a 55,000 bpd light/sweet crude refinery located in Burnaby, British Columbia; “Business Corporations Act” means the Business Corporations Act (Alberta), as amended, including the regulations promulgated thereunder; “CCL” means Chevron Canada Limited; “Chevron Acquisition” means Parkland’s acquisition of Chevron ULC from CCL pursuant to the terms of a share purchase agreement dated April 18, 2017, as amended September 28, 2017, between Parkland and CCL, for the preliminary purchase price of $1,460 million, plus an estimated $186 million in working capital; “Chevron ULC” means Chevron Canada R&M ULC; “Common Shares” means the common shares in the capital of Parkland; “Corporation” or “Parkland” means Parkland Fuel Corporation, a corporation incorporated under the Business Corporations Act and includes, where the context requires, its subsidiaries on a consolidated basis; “Competition Act” means the Competition Act (Canada), as amended; Parkland Fuel Corporation 2019 Annual Information Form | Page – 2 “Couche-Tard” means Alimentation Couche-Tard Inc.; “Credit Agreement” means the second amended and restated senior secured credit agreement between the Corporation, certain of its subsidiaries, as borrowers, Canadian Imperial Bank of Commerce, as agent, and the financial institutions party thereto as lenders dated January 8, 2019; “Credit Facilities” means credit facilities available under the Credit Agreement, as further described under “Indebtedness – Credit Agreement” herein; “CST Acquisition” means Parkland’s acquisition of the majority of the Canadian business and assets of CST Brands, Inc. from Couche-Tard; “CST Assets” means the majority of the Canadian business and assets of CST Brands, Inc.; “CST Purchase Agreement” means the asset purchase agreement with Couche-Tard to acquire the CST Assets for a purchase price of $978 million; “Elbow River” means Elbow River Marketing Ltd., a corporation incorporated under the Business Corporations Act; “FCPA” means the U.S. Foreign Corrupt Practices Act, as amended, including the regulations promulgated thereunder; “Imperial” means Imperial Oil Ltd.; “Intermediation Facility” means the Intermediation ISDA 2002 agreement dated as of October 6, 2017 between the Corporation, Parkland Refining and a financial institution to fund a portion of the working capital requirements of the Burnaby Refinery operations acquired as part of the Chevron Acquisition, as amended; “IT” means information technology; “LPG” means liquefied petroleum gas; “MVP” means Missouri Valley Petroleum, Inc., and its affiliates; “MVP Acquisition” means Parkland’s acquisition of all of the issued and outstanding equity interests of MVP pursuant to a merger agreement dated August 28, 2018, as amended; “NGL” means natural gas liquids; “Parkland Refining” means Parkland Refining (B.C.) Ltd., a wholly-owned subsidiary of Parkland; “Parkland USA” means the operating segment of Parkland comprising its U.S. subsidiaries that carry on the business of providing services to commercial, industrial, retail and residential customers in the United States; “Pioneer Energy Acquisition” means Parkland’s acquisition of substantially all of the assets and select liabilities that comprise Pioneer Energy pursuant to the terms of an asset purchase agreement dated September 17, 2014; “PNO” means Propane Nord-Ouest Inc.; “RFR” means the Renewable Fuels Regulations under the Canadian Environmental Protection Act, 1999; “Rhinehart” means Rhinehart Oil Co., Inc., and its affiliates; “Rhinehart Acquisition” means Parkland’s acquisition of all of the issued and outstanding equity interests of Rhinehart pursuant to the terms of a share purchase agreement dated August 13, 2018; “Senior Note Indentures” means, collectively, the trust indenture dated May 29, 2014 governing the terms of the 5.50% Senior Notes, the trust indenture dated November 21, 2014 governing the terms of the 6.00% Senior Notes, the trust indenture dated September 16, 2016 governing the terms of the 5.75% Senior Notes, the trust indenture dated May 9, 2017 governing the terms of the 5.625% of Senior Notes, the trust indenture dated March 23, 2018 governing the terms of the 2026 6.00% US Senior Notes, and the trust indenture dated November 21, 2018 governing the terms of the 2027 6.500% Senior Notes; Page – 3 | Parkland Fuel Corporation 2019 Annual Information Form “Senior Notes” means, collectively, the 5.50% Senior Notes, the 6.00% Senior Notes, the 5.75% Senior Notes, the 5.625% Senior Notes, the 2026 6.00% US Senior Notes, and the 2027 6.50% Senior Notes; “Shareholders” means the holders of Common Shares; “SIL” means Sol Investments Limited; “Sol” means SIL and its subsidiaries; “Sol Business Combination Agreement” means the agreement between Estrella Holdings Limited, a wholly-owned subsidiary of Parkland, and Sol Limited, dated October 9, 2018 whereby Parkland agreed to acquire 75% of the issued and outstanding shares in the capital of SIL; “Sol Transaction” means the acquisition by Parkland of 75% of the issued and outstanding shares in the capital of SIL pursuant to the Sol Business Combination Agreement; “SPF Energy” means SPF Energy, Inc., a corporation