Superior Plus to Acquire Certarus, Adding a High Organic Growth Low Carbon CNG, RNG and Hydrogen Distribution Platform to Superior’s Existing Energy Distribution Business

All amounts are in Canadian dollars, unless otherwise indicated.

• Transformative acquisition adds complementary, high growth, low carbon fuels, including compressed natural gas (“CNG”), renewable natural gas (“RNG”) and hydrogen (“H2”) to Superior’s extensive distribution platform
• Rapidly expanding demand for CNG, RNG and H2 driven by long-term tailwinds including cost savings relative to diesel and other distillates, and lower carbon intensity allowing customers to meet their ESG and sustainability goals by reducing carbon emissions
• Compelling value creation, with new organic growth opportunities and attractive financial returns, including expected double-digit accretion to Superior’s Distributable Cash Flow (“DCF”) per share1 in 2023
• Acquisition funded through the issuance of Superior common shares to the shareholders of Certarus and expanded committed long-term credit facilities, providing increased liquidity to continue to grow the combined company
• Pro forma leverage anticipated to be 3.8x at closing, within Superior’s stated target range, including the anticipated proceeds from the sale of Superior’s unsecured promissory note announced on December 21, 2022. Strong pro forma free cash flow enables both further de-levering and growth going forward

TORONTO--(BUSINESS WIRE)--Superior Plus Corp. (“Superior”) (TSX: SPB) and Certarus Ltd. (“Certarus”) are pleased to announce that the companies have entered into a definitive arrangement agreement (the “Arrangement Agreement”) for Superior to acquire Certarus, a leading North American low carbon energy solutions provider (the “Acquisition”) for a total acquisition value of $1.05 billion, representing 8.5x 2022E EBITDA. Under the terms of the Acquisition, Superior will acquire all the outstanding common shares of Certarus, representing an equity value of $853 million and assume Certarus’ outstanding senior bank credit and leases with a total value of $196 million. The Certarus shareholders will receive $353 million in cash and $500 million of Superior common shares priced at $10.25 per share, representing approximately 17% pro forma ownership. The transaction has been unanimously approved by the Board of Directors of both Superior and Certarus and is expected to close in the first quarter of 2023, subject to customary closing conditions.

Certarus is a rapidly growing North American distributor of over-the-road low carbon fuels, including CNG, RNG and hydrogen. Through the use of mobile storage units (“MSUs”), Certarus delivers low cost and low carbon intensity (“CI”) energy alternatives to its customers. Certarus’ MSUs are interchangeable between CNG, RNG and hydrogen giving Certarus flexibility to service its customers across North America as they transition away from diesel and other distillates. Certarus provides a virtual pipeline to its customers that do not have infrastructure in place or are in need of supplemental infrastructure. Revenue is generated from fees for service to provide its lower cost and lower CI fuels, directly passing on changes in the commodity cost of its fuels to customers.

Certarus has 18 hubs throughout Canada and the U.S. and expects to have 640 MSUs by year end, making it the largest on-road low carbon fuels distributor in North America with approximately 85% of its revenue generated in the U.S. From 2020 to 2022E, Certarus has grown the number of MSUs by 37%, the volume of low carbon fuels delivered by approximately 76% to 57,000 MMBtu/d and is expected to maintain substantial growth as the demand for its products continues to increase. Over the same period, Certarus has more than doubled its Adjusted EBITDA2, with expected 2022 Adjusted EBITDA of $124 million, driven by continued volume and efficiency improvements.

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Certarus’ rapid growth is the result of increasing customer demands to transition from higher cost and higher carbon intensity fuels such as diesel and other distillates to lower cost and lower carbon energy alternatives. The acquisition of Certarus accelerates Superior’s energy transition path with a business that is both rapidly growing and accretive to Superior’s financial results.

“The acquisition of Certarus is a highly strategic and transformative transaction for Superior as it represents an exciting opportunity for significant organic growth and provides our existing and new customers with the ability to meet their ESG goals through our low carbon energy distribution platform,” said Luc Desjardins, Superior’s President and CEO. “With our execution on the Superior Way Forward strategic initiatives in the past 24 months, we are ahead of our timing to achieve $700 million to $750 million in EBITDA from operations3 as we now expect to reach the lower end of the target by 2024.”

Curtis Philippon, Certarus’ President and CEO stated, “we are excited to be joining the Superior team. Certarus will benefit from Superior’s scale, portable fuel distribution expertise, and a shared commitment to safety. The joining of our businesses creates a strong platform upon which we can continue to grow and provide decarbonization solutions, including RNG and hydrogen.”

“We are thrilled to partner with Curtis and the team at Certarus,” said Angelo Rufino, Brookfield’s nominee on Superior’s board of directors and a member of Superior’s ad hoc Committee to evaluate Certarus. “Certarus' low carbon and alternative fuel distribution platform provides an exciting new organic avenue of growth for Superior Plus and will further assist our core customers as they transition to a lower carbon future.”

Acquisition Rationale

• Lower Carbon and Renewable Fuels Platform Established via Addition of CNG, RNG and H2 – CNG, RNG and H2 demand is growing rapidly as customers transition away from diesel and other distillates to lower emission alternatives
• CNG enables immediate cost savings and emissions reduction of 28% relative to diesel; further emission reductions available to customers as they transition to RNG and H2

• Increasing need for over-the-road distribution alternatives as existing pipeline infrastructure is insufficient and increasingly difficult to build

• Provides Significant Immediate and Long-Term Value Creation and Financial Benefits – Expected to be double-digit accretive to DCF per share in 2023 while accelerating the organic growth profile of the business

• Strong Financial Position Enabling Growth – Strong financial position maintained via shares issued to Certarus shareholders and expanded committed credit facilities, providing available liquidity to continue to grow the combined business

• Pro forma leverage expected to decrease to 3.8x with substantial free cash flow to support continued de-levering

• Superior expects to maintain its dividend level at the current annualized rate with an improved pro forma payout ratio

• Superior Way Forward Targets Accelerated – Superior now expects to achieve the Superior Way Forward EBITDA from Operations target range of $700 million to $750 million by year-end 2024, a full two years ahead of Superior’s previously estimated timing

• Successful execution on $1.9 billion of accretive acquisitions over the past 24 months

• Identical Focus on Safety, Customer Service and Reliability of Supply for Its Customers – The businesses share cultures focused on safely serving their customers and driving operating efficiencies

• Highly complementary businesses between Superior and Certarus creates the opportunity for both companies to cross-sell and distribute more product to existing and new customers

Financing of the Acquisition

Superior intends to finance the Acquisition and related transaction expenses using a combination of approximately 48.8 million Superior common shares issued directly to Certarus shareholders valued at $500 million and incremental drawings from its expanded senior credit facilities.

The expanded senior credit facilities will increase to $1.3 billion from the current size of $750 million via the addition of a new $550 million senior secured credit facility with a three-year term (the “New Credit Facility”). The New Credit Facility is fully committed with the $550 million provided by a group of lenders including Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, The Toronto-Dominion Bank and National Bank of Canada.

On closing of the Acquisition, which is expected to occur in the first quarter of 2023, Superior will continue to be in a strong financial position with an expected Total Net Debt to Adjusted EBITDA Leverage Ratio of 3.8x. As previously announced on December 21, 2022, Superior has entered into an agreement to sell the $125 million 6% unsecured note, issued as part of the sale of the Specialty Chemicals business segment, plus accrued interest (the “Note”) to ERCO Worldwide LP (an affiliate of Birch Hill Equity Partners), the purchaser of the specialty chemicals business, for proceeds of $128 million. With the combination of the increased $1.3 billion credit facilities, the expected proceeds from the sale of the Note, and the stronger free cash flow expected to be generated from the combined business, Superior is expected to have ample liquidity to execute on its planned organic and acquisition growth initiatives, while simultaneously substantially reducing its leverage over time.

Superior expects to maintain its dividend level at the current annualized rate of $0.72 per common share but intends to begin the payment of the dividend on a quarterly basis starting with the 2023 Q2 dividend expected to be paid to holders of record on June 10, 2023 at a rate of $0.18 per common share.

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Additional Details, Approvals and Closing

Under the terms of the Acquisition, Superior will acquire all the outstanding common shares of Certarus, representing an equity value of $853 million, or $12.15 per share for Certarus’ issued and outstanding shares, and assuming Certarus’ outstanding senior bank credit and leases with a total value of $196 million.

The Acquisition was unanimously approved by the Boards of Directors of both Superior and Certarus. Holders of more than 66 2/3% of Certarus shares, including the entire senior management team, the Board of Directors and Certarus’ largest shareholders, have entered into voting support agreements pursuant to which they have agreed to vote in support of the Acquisition.

The Acquisition is expected to close in the first quarter of 2023, subject to customary closing conditions, including receipt of at least 66 2/3% of the votes cast by Certarus shareholders at a special meeting expected to take place in February 2023 and receipt of required regulatory, court and stock exchange approvals.

The Arrangement Agreement contains terms and conditions which are customary for transactions of this nature.

Advisors

CIBC Capital Markets is acting as exclusive financial advisor to Superior. Torys LLP is acting as Canadian legal counsel to Superior.

J.P. Morgan and National Bank Financial Inc. are acting as financial advisors to Certarus. TD Securities Inc. is acting as strategic advisor to Certarus. Burnet, Duckworth & Palmer LLP is acting as legal counsel to Certarus.

Webcast and Investor Presentation

Superior will host a webcast December 22, 2022 at 12 pm E.T. to discuss the Acquisition. Luc Desjardins, President and CEO of Superior, Beth Summers, Executive Vice President and CFO of Superior, and Curtis Philippon, President and CEO of Certarus, will present on the webcast. There will not be a question and answer session following the prepared remarks.

To listen to the webcast, please use the following link: Register Here

The webcast will be available for replay on Superior's website at: www.superiorplus.com under the Events section.

A presentation pertaining to the Acquisition is in the Investor Relations area of the Superior website.

About Superior Plus

Superior is a leading North American distributor and marketer of propane and distillates and related products and services, servicing over 890,000 customer locations in the U.S. and Canada.

About Certarus

Certarus is the North American leader in providing on-road low carbon energy solutions through a fully integrated CNG, renewable natural gas and hydrogen platform. Certarus safely delivers clean burning fuels to energy, utility, agricultural and industrial customers not connected to a pipeline. By displacing more carbon intensive fuels, Certarus is leading the energy transition and helping customers lower operating costs and improve environmental performance. With the largest fleet of mobile storage units in North America, Certarus is uniquely positioned to meet the growing demand for low and zero emission energy distribution. For more information, visit www.certarus.com.