ALIMENTATION COUCHE-TARD INC. PRICES PRIVATE OFFERINGS OF US$ AND € DENOMINATED SENIOR UNSECURED NOTES

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Feb 07, 2024, 17:05 ET

LAVAL, QC, Feb. 7, 2024 /PRNewswire/ - Alimentation Couche-Tard Inc. ("Couche-Tard" or the "Corporation") (TSX: ATD) announced today that it has priced a private debt offering of US dollar denominated senior unsecured notes with an aggregate principal amount of US$1.5B, consisting of two tranches of notes (the "US$ Notes"), and that it has priced a private debt offering of Euro denominated senior unsecured notes with an aggregate principal amount of €1.35B, consisting of two tranches of notes (together with the US$ Notes, the "Notes"):

US$900 million aggregate principal amount of 5.267% Senior Unsecured Notes due 2034
US$600 million aggregate principal amount of 5.617% Senior Unsecured Notes due 2054
€700 million aggregate principal amount of 3.647% Senior Unsecured Notes due 2031
€650 million aggregate principal amount of 4.011% Senior Unsecured Notes due 2036

The offering of the Notes is expected to close on or about February 12, 2024, subject to the satisfaction of customary closing conditions. Couche-Tard intends to use the net proceeds from the sale of the Notes to repay outstanding indebtedness, including amounts under credit facilities used to fund a portion of the purchase price of the acquisition of certain European retail assets from TotalEnergies and to pay certain fees and expenses in connection therewith.

The Notes will be direct unsecured obligations of Couche-Tard and will rank pari passu with all other current and future senior unsecured and unsubordinated indebtedness of Couche-Tard 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.

The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers in accordance with the exemption from registration set forth in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act") and outside the United States to non-U.S. persons in accordance with the exemption from registration set forth in Regulation S under the Securities Act. The Notes have not been and will not be 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 registration requirements of the Securities Act and applicable state securities laws and foreign securities laws. The Notes have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such 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 mobility, operating in 29 countries and territories, with more than 16,700 stores, of which almost 13,100 offer road transportation fuel. With its well-known Couche-Tard and Circle K banners, it is one of the largest independent convenience store operators 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 Special Administrative Region of People's Republic of China and has recently expanded to Belgium, Germany, Luxembourg and the Netherlands. More than 150,000 people are employed throughout its network.

Forward-Looking Statements

Certain statements in this press release may constitute forward looking statements within the meaning of securities legislation, including those with respect to the closing of the potential transaction and the use of proceeds therefrom. Positive or negative verbs such as "believe", "can", "shall", "intend", "expect", "estimate", "assume" and other related expressions are used to identify such statements. Such statements are based upon the current beliefs and expectations of Couche-Tard and are subject to significant risks and uncertainties outside of Couche-Tard's control. 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, but are not limited to: general economic, market or business conditions, the opportunities (or lack thereof) that may be presented to or pursued by Couche-Tard, the effects of the integration of acquired businesses and the ability to achieve projected synergies, fluctuations in margins on motor fuel sales, competition in the convenience store and retail motor fuel industries, exchange rate variations, Couche-Tard's ability to consummate the offering of the Notes on the expected terms, the intended use of proceeds thereof and potential changes in market 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.

SOURCE Alimentation Couche-Tard Inc.