Laval, Québec, Canada – May 10, 2021 – Alimentation Couche-Tard Inc. (“Couche-Tard”) (TSX: ATD.A) (TSX: ATD.B) announced today that it has successfully priced a private debt offering consisting of two tranches of notes (together, the “Notes”):
- US$650 million aggregate principal amount of 3.439% Senior Unsecured Notes due 2041 (“2041 Notes”)
- US$350 million aggregate principal amount of 3.625% Senior Unsecured Notes due 2051 (“Green Bonds”)
The Notes will be senior unsecured obligations of Couche-Tard and will rank equally and pari passu with Couche-Tard’s current and future unsecured and unsubordinated indebtedness and will be guaranteed on a senior unsecured basis by certain of Couche-Tard’s wholly-owned subsidiaries who are guarantors under Couche-Tard’s senior credit facilities.
Couche-Tard intends to use the net proceeds from the sale of the 2041 Notes, combined with cash on hand, to redeem all of its US$1 billion outstanding Senior Unsecured Notes due July 26, 2022.
As outlined in the Couche-Tard Green Bond Framework, an amount equal to the net proceeds of the Green Bonds will be used to finance or refinance, in whole or in part, Couche-Tard’s new or existing environmentally friendly projects and community initiatives in six categories: clean transportation; energy efficiency; renewable energy; pollution prevention and control; sustainable water and wastewater management; and green buildings.
Couche-Tard plans to issue an annual report on the use of net proceeds from the Green Bonds and its expected environmental impact. ISS ESG, one of the world’s leading rating agencies in the field of sustainable investment, provided a second party opinion on the environmental benefits of the Couche-Tard Green Bond Framework as well as its alignment with the four core components of the Green Bond Principles, 2018 as administered by the International Capital Market Association.
The private offering is exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and is expected to close on or about May 14, 2021, subject to satisfaction of customary closing conditions.
The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Alimentation Couche-Tard Inc.
Couche-Tard is a global leader in convenience and fuel retail, operating in 26 countries and territories, with more than 14,200 stores, of which approximately 10,800 offer road transportation fuel. With its well-known Couche-Tard and Circle K banners, it is the largest independent convenience store operator in terms of the number of company-operated stores in the United States and it is a leader in the convenience store industry and road transportation fuel retail in Canada, Scandinavia, the Baltics, as well as in Ireland. It also has an important presence in Poland and Hong Kong. Approximately 135,000 people are employed throughout its network.
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The statements set forth in this press release, which describes Couche-Tard’s objectives, projections, estimates, expectations or forecasts, may constitute forward looking statements within the meaning of securities legislation. Positive or negative verbs such as "believe”, “can”, “shall”, “intend”, “expect”, "estimate”, “assume” and other related expressions are used to identify such statements. Couche-Tard would like to point out that, by their very nature, forward-looking statements involve risks and uncertainties such that its results, or the measures it adopts, could differ materially from those indicated in or underlying these statements, or could have an impact on the degree of realization of a particular projection. Major factors that may lead to a material difference between Couche Tard’s actual results and the projections or expectations set forth in the forward-looking statements include the effects of the integration of acquired businesses and the ability to achieve projected synergies, uncertainty related to the duration and severity of the current COVID-19 pandemic, fluctuations in margins on motor fuel sales, competition in the convenience store and retail motor fuel industries, exchange rate variations, our ability to consummate the offering of the notes on the expected terms, the intended use of proceeds thereof and potential changes in markets conditions, and such other risks as described in detail from time to time in the reports filed by Couche-Tard with securities regulatory authorities in Canada. Unless otherwise required by applicable securities laws, Couche-Tard disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking information in this release is based on information available as of the date of the release.