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.
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
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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
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Increasing need for over-the-road distribution alternatives as existing pipeline infrastructure is insufficient and increasingly difficult to build
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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
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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
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Superior expects to maintain its dividend level at the current annualized rate with an improved pro forma payout ratio
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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
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Successful execution on $1.9 billion of accretive acquisitions over the past 24 months
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Successful execution on $1.9 billion of accretive acquisitions over the past 24 months
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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.
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.
For further information about Superior, please visit our website at: www.superiorplus.com or contact: Beth Summers, Executive Vice President and Chief Financial Officer, Tel: (416) 340-6015, or Rob Dorran, Vice President, Capital Markets, Tel: (416) 340-6003, E-mail: investor-relations@superiorplus.com, Toll Free: 1-866-490-PLUS (7587).
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. For more information, visit www.certarus.com or contact: Curtis Philippon, President & CEO, Tel: (403) 852-1070, or Dan Bertram, Vice President, Corporate Development, Tel: (403) 830-4262.
Forward Looking Information
This press release contains information or statements that are or may be “forward-looking statements” within the meaning of applicable Canadian securities laws. When used in this press release, the words “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or terminology of a similar nature as they relate to Superior or an affiliate/subsidiary of Superior are intended to identify forward-looking statements. Forward-looking statements in this press release include, without limitation, information and statements relating to: the completion and timing of the Acquisition; the New Credit Facility and the resulting increase in size of Superior’s senior credit facilities; the sale of the Note consistent with agreed upon terms and expected timing; Superior continuing to have ample available liquidities; anticipated future leverage; expected synergies; the attractiveness of the Acquisition from a financial perspective and expected accretion in various financial metrics; the strength, complementarity and compatibility of the Certarus business with Superior’s existing Energy Distribution business; continued growth in CNG, RNG and hydrogen demand; other anticipated benefits of the Acquisition and their impact on Superior’s delivery of its 2026 Superior Way Forward targets ahead of schedule; Superior’s and Certarus’ estimated 2024 Adjusted EBITDA; Superior’s expected Total Net Debt to Adjusted EBITDA Leverage Ratio being approximately 3.8x; Superior’s long-term vision, future growth, results of operations, performance, business, prospects and opportunities; Superior’s business outlook, objectives, development, plans, growth strategies and other strategic priorities; Superior’s ability to maintain its dividend level at the current annualized rate of $0.72 per Common Share and anticipated timing for the beginning of quarterly dividends; and statements relating to the Superior’s future growth, results of operations, and opportunities, the expected run-rate synergies to be realized and certain expected financial ratios and other statements that are not historical facts. Although Superior believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements since no assurance can be given that they will prove to be correct.
Superior’s Underlying Assumptions
Forward-looking statements made by Superior are based on a number of assumptions believed by Superior to be reasonable as at the date of this news release or MD&As, as applicable, including assumptions about the satisfaction of all closing conditions within the anticipated timeframe; the expected timing of completion of the Acquisition; Superior’s ability to achieve synergies; Superior’s ability to attract and retain key employees in connection with the Acquisition; management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the Acquisition and resulting impact on growth and accretion in various financial metrics; the realization of the expected strategic, financial and other benefits of the Acquisition in the timeframe anticipated; the accuracy and completeness of public and other disclosure (including financial disclosure) by Certarus; the absence of significant undisclosed costs or liabilities associated with the Acquisition; and other factors discussed or referred to in the “Risk Factors” section of Superior’s MD&As, which are available under Superior’s profile on SEDAR at www.sedar.com.
Superior cautions that the assumptions used to prepare Certarus’ estimated 2022 Adjusted EBITDA, Superior’s estimated pro forma Adjusted EBITDA and EBITDA from operations, Superior’s estimated 2024 Adjusted EBITDA, Certarus’ estimated 2024 Adjusted EBITDA, Superior’s estimated 2023 DCF per share, and Superior’s estimated 2024 EBITDA from operations could prove to be incorrect or inaccurate. Superior considered numerous economic and market assumptions regarding the foreign exchange rate, competition, and economic performance of each region where Superior and Certarus operate.
Additional key assumptions or risk factors to the forward-looking information include, but are not limited to, the satisfaction of the conditions, including receipt of required regulatory approvals, to the Acquisition, without significant changes to the terms or anticipated timing of the transaction; the amount and timing of the expected synergies from the acquisition of Certarus, the achievement of the Superior Way Forward acquisition target and EBITDA from operations target; obtaining the expected synergies from the acquisitions of Kamps Propane, Kiva Energy and the assets of the Quarles Delivered Fuels business completed earlier this year and other acquisitions consistent with historical averages at approximately 25% over the relevant period; no material divestitures; anticipated financial performance; current business and economic trends; and the amount of future dividends paid by Superior.
In particular, key assumptions and expectations underlying Superior’s achievement of the EBITDA from operations target range in 2024, and expected accretion to Superior’s DCF per share in 2024 include the following: Certarus average MSU count of 655 trailers in 2023 and ~720 trailers in 2024 and average EBITDA per MSU consistent with historic results; Corporate costs consistent with historical levels; Average interest rate of ~5% on Superior’s outstanding debt, including the expanded revolving credit facilities, unsecured high yield notes and leases; Cash taxes in the range of $20 million to $25 million in 2024; Closing of the acquisition of Certarus; completion of propane tuck-in acquisitions in 2024 at multiples consistent with historic multiples for Superior’s acquisitions as well as achieved synergies from acquisitions consistent with historical averages and no material divestitures.
Should assumptions described above prove incorrect, Superior’s actual performance and results in future periods may differ materially from any projections of future performance or results expressed or implied by such forward-looking information. We caution readers not to place undue reliance on this information as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking information.
Forward-looking information is not a guarantee of future performance. By its very nature, forward-looking information involves inherent assumptions, risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information will not be achieved, including risks relating to satisfaction of the conditions to, and completion of, the Acquisition risks relating to the operating and financial performance of the Energy Distribution business which are described in Superior’s management’s discussion and analysis for the year ended December 31, 2021 and in Superior’s annual information form for the fiscal year ended December 31, 2021.
Forward-looking information contained in this news release is provided for the purpose of providing information about management’s goals, plans and range of expectations for the future and may not be appropriate for other purposes. Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.
Non-GAAP Financial Measures
In this press release, Superior has used the following terms (“Non-GAAP Financial Measures”) that are not defined by International Financial Reporting Standards (“IFRS”) but are used by management to evaluate the performance of Superior and its business: EBITDA from operations, Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), Distributable Cash Flow (“DCF”) per share, Adjusted Operating Cash Flow (“AOCF”) per share and Total Net Debt to Adjusted EBITDA Leverage Ratio. These measures may also be used by investors, financial institutions and credit rating agencies to assess Superior’s performance and ability to service debt. Non-GAAP Financial Measures do not have standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Securities regulations require that Non-GAAP Financial Measures are clearly defined, qualified and reconciled to their most comparable IFRS financial measures. Except as otherwise indicated, these Non-GAAP Financial Measures are calculated and disclosed on a consistent basis from period to period. Specific items may only be relevant in certain periods. See “Non-GAAP Financial Measures” in Superior’s most recent Management’s Discussion and Analysis (“MD&A”) for a discussion of Non-GAAP Financial Measures used by Superior and certain reconciliations to IFRS financial measures.
The intent of Non-GAAP Financial Measures is to provide additional useful information to investors and analysts, and the measures do not have any standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate Non-GAAP Financial Measures differently. Investors should be cautioned that Adjusted EBITDA should not be construed as an alternative to net earnings, cash flow from operating activities or other measures of financial results determined in accordance with GAAP as an indicator of Superior’s performance. Non-GAAP Financial Measures are identified and defined as follows:
EBITDA from operations
EBITDA from operations represents earnings before interest, taxes, depreciation, amortization, losses (gains) on disposal of assets, finance expense, restructuring costs, transaction and other costs, and unrealized gains (losses) on derivative financial instruments. EBITDA from operations is used by Superior and certain investors to assess its consolidated results and ability to service debt. EBITDA from operations is reconciled to net earnings before income taxes.
Adjusted EBITDA
Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, losses (gains) on disposal of assets, finance expense, restructuring costs, transaction and other costs, and unrealized gains (losses) on derivative financial instruments, and is adjusted for corporate costs and realized gains or losses on foreign exchange hedging contracts. Adjusted EBITDA is used by Superior and certain investors to assess its consolidated results and ability to service debt. Adjusted EBITDA is reconciled to net earnings before income taxes.
Total Net Debt to Adjusted EBITDA Leverage Ratio and Pro Forma Adjusted EBITDA
Adjusted EBITDA for the Total Net Debt to Adjusted EBITDA Leverage Ratio is defined as Adjusted EBITDA calculated on a 12-month trailing basis giving pro forma effect to acquisitions and dispositions adjusted to the first day of the calculation period (“Pro Forma Adjusted EBITDA”). Pro Forma Adjusted EBITDA is used by Superior to calculate its Total Net Debt to Adjusted EBITDA Leverage Ratio.
To calculate the Total Net Debt to Adjusted EBITDA Leverage Ratio divide the sum of borrowings before deferred financing fees and lease liabilities by Pro Forma Adjusted EBITDA. Total Net Debt to Adjusted EBITDA Leverage Ratio is used by Superior and certain investors to assess its ability to service debt.
DCF and DCF per Share
DCF is equal to AOCF adjusted for maintenance capital expenditures and principal payments on leases. Superior may deduct or include additional items in its calculation of DCF; these items would generally, but not necessarily, be related to acquiring businesses, integration activities, restructuring provisions and other costs associated with the acquisition and integration of businesses and could distort the analysis of trends in business performance. Excluding these items does not imply they are non-recurring. DCF and DCF per share are presented before and after transaction, restructuring and other costs.
DCF per share is calculated by dividing by the weighted average number of shares outstanding assuming the conversion of preferred shares into common shares.
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1 DCF per share is not a standardized measure under IFRS. See “Non-GAAP Financial Measures”.
2Adjusted EBITDA is not a standardized measure under IFRS. See “Non-GAAP Financial Measures”
3EBITDA from operations is not a standardized measure under International Reporting Standards (“IFRS”). See “Non-GAAP Financial Measures”.
