/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, Nov. 4 /CNW/ - Superior Plus Corp. ("Superior") is pleased to announce that one of its subsidiaries has entered into an Asset Purchase Agreement to acquire certain assets of "Griffith Energy Services, Inc. ("GES") that comprise a retail heating oil, propane and motor fuels distribution business (the "Business") for an aggregate purchase price of approximately US$76 million in cash including working capital (the "Acquisition"). Closing of the Acquisition is subject to customary regulatory and commercial closing conditions and is expected to be completed in December 2009.
In 2008, the Business delivered approximately 37.2 million gallons of heating oil, 1.9 million gallons of propane, 13.4 million gallons of motor fuel and 2.6 million gallons of other related fuel products to customers primarily in Connecticut, Pennsylvania and Rhode Island.
The fuel distribution mix of the Business consists of approximately 68% heating oil, 24% motor fuel, 3% propane and 5% other related fuel products based upon 2008 volumes. The customer profile of the Business consists of approximately 90% residential customers and 10% commercial customers. The Business also supports its retail fuel distribution business by providing heating, ventilation and air conditioning repair and other related services throughout its area of operations.
The Business maintains 16 facilities for office space, fuel storage, fuelling and vehicle storage, of which five are owned and the remainder are leased. The Business has a well-maintained fleet of over 240 delivery and service vehicles and employs approximately 250 non-union employees. The GES business overlaps with Superior's current operations in several areas.
GES's management team has grown the Business both organically and through acquisitions by completing more than 40 acquisitions since 2000. Assuming the Acquisition is completed, Superior intends to combine the GES team with its current management to operate the Business.
Grant Billing, Chairman and Chief Executive Officer of Superior, stated that, "We are very pleased to enter into this transaction to expand our refined fuel distribution and energy services business in the north-eastern United States as part of Superior's growth strategy. GES's business operations in Connecticut, Pennsylvania and Rhode Island are an excellent strategic fit and are complementary to the Sunoco assets Superior purchased on September 30, 2009. In addition to increasing residential and commercial heating oil, propane and motor fuel products and services, the distribution network is expected to create additional synergies as Superior integrates the two acquisitions."
As a result of the recent two heating oil acquisitions, Superior has implemented the following organizational changes to its Energy Services business to maximize its long-term growth opportunity: John Gleason will continue as President of Superior Propane and assume overall leadership and responsibility for propane and heating oil distribution and service as well as wholesale and fixed price sales activities. Greg McCamus has been newly appointed President of US Refined Fuels to provide executive leadership for the consolidation and integration of the US refined fuel business. In addition to his new responsibilities, Mr. McCamus will continue as President of SEM. These leadership changes combined with the experienced operational management from Superior's two acquisitions are expected to provide a strong team to grow Superior's Energy Services business and develop sales and cost synergies between the businesses.
The heating oil and propane distribution business is highly fragmented throughout the north-eastern United States and eastern Canada. Superior currently intends to pursue additional acquisition and consolidation opportunities in the industry, enhance the Businesses' propane and service offerings, expand heating oil distribution at some of Superior Propane's locations and offer its fixed price energy services to its propane and heating oil customers.
The transaction is expected to be accretive to Adjusted Operating Cash Flow per share ("AOCF") adding approximately 3 cents per share based on 2010 forecasted projections. The 12 month trailing adjusted EBITDA up to September 30, 2009 was approximately US$13 million. The proposed acquisition of the Business is expected to increase Superior's AOCF and expand its geographic and market diversification providing additional support for a stable dividend in the future. Currently, Superior has in excess of $300 million of undrawn credit capacity available under its $570 million syndicated credit facilities primarily due to the October 27, 2009 closing of its senior unsecured debenture offering of gross proceeds of $150 million. Superior continues to maintain a strong balance sheet as part of its growth strategy.
A conference call and webcast for investors, analysts, brokers and media representatives to discuss the 2009 third quarter results is scheduled for 8:30 a.m. MST on Thursday, November 5, 2009. To participate in the call, dial: 1-866-250-4892. An archived recording of the call will be available for replay until midnight, December 4, 2009. To access the recording, dial: 1-877-289-8525 and enter the pass code 4170712 followed by the number key. Internet users can listen to the call live, or as an archived call, on Superior's website at: www.superiorplus.com.
A corporate presentation discussing the acquisition of the Business is
expected to be posted on Superior's website at www.superiorplus.com under the
About the Corporation
Superior is a diversified corporation. Superior holds 100% of Superior Plus LP, a limited partnership formed between Superior General Partner Inc., as general partner and Superior as limited partner. Superior is focused on stability of dividends with value growth. Superior Plus LP consists of three primary operating businesses: Energy Services includes the distribution of propane and distillates and related fixed-price energy services; Specialty Chemicals includes the manufacture and sale of specialty chemicals; and Construction Products Distribution includes the distribution of specialty construction products.
Superior's shares and convertible debentures trade on the TSX as follows:
Symbol Security Issued and Outstanding
SPB Common Shares 95.8 million
SPB.db.b 5.75% Debentures, Series 1 $174.9 million principal amount
SPB.db.c 5.85% Debentures, Series 1 $ 75.0 million principal amount
SPB.db.d 7.5% Debentures $ 69.0 million principal amount
Forward Looking Information
Certain information included in this Press Release is forward-looking, within the meaning of applicable Canadian securities laws. Much of this information can be identified by looking for words such as "believe", "expects", "expected", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words. In particular, this press release includes forward-looking information pertaining to the completion and proposed timing of the acquisition of the Business, Superior's business strategy including future plans to expand the acquired Business facilities; the perceived benefits of the Acquisition, future adjusted operating cash flows and future dividends. Superior believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.
Forward-looking information is based on current information and expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, risks associated with the ability to satisfy regulatory and commercial closing conditions of the Acquisition, the uncertainty associated with accessing capital markets and the risks related to Superior's businesses including those identified in Superior's 2008 Annual Information Form under the heading "Risk Factors". Reference should be made to this additional information prior to making any investment decision. Forward looking information contained in this press release is made as of the date hereof and is subject to change. The company assumes no obligation to revise or update forward looking information to reflect new circumstances, except as required by law.
SOURCE SUPERIOR PLUS CORP.
For further information: For further information: about Superior, please visit our website at: www.superiorplus.com or contact: Wayne Bingham, Executive Vice-President and Chief Financial Officer, Tel: (403) 218-2951, Fax: (403) 218-2973, E-mail: firstname.lastname@example.org; or A. Scott Daniel, Vice-President, Treasurer and Investor Relations, Tel: (403) 218-2953, Fax: (403) 218-2973, E-mail: email@example.com, Toll Free: 1-866-490-PLUS (7587)