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Tuesday, May 6, 2025
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Trusted News Since 1995
A service for global professionals
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Tuesday, May 6, 2025
·
809,911,437
Articles
·
3+ Million Readers
| Three Months Ended | |||||||||
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |||||||
| FINANCIAL (thousands of Canadian dollars, except per common share amounts) |
|||||||||
| Petroleum and natural gas sales | $ | 999,130 | $ | 1,017,017 | $ | 984,192 | |||
| Adjusted funds flow (1) | 463,870 | 461,886 | 423,846 | ||||||
| Per share – basic | 0.60 | 0.59 | 0.52 | ||||||
| Per share – diluted | 0.60 | 0.59 | 0.52 | ||||||
| Free cash flow (2) | 52,529 | 254,838 | (88) | ||||||
| Per share – basic | 0.07 | 0.33 | – | ||||||
| Per share – diluted | 0.07 | 0.33 | – | ||||||
| Cash flows from operating activities | 431,317 | 468,865 | 383,773 | ||||||
| Per share – basic | 0.56 | 0.60 | 0.47 | ||||||
| Per share – diluted | 0.56 | 0.60 | 0.47 | ||||||
| Net income (loss) | 69,591 | (38,477) | (14,043) | ||||||
| Per share – basic | 0.09 | (0.05) | (0.02) | ||||||
| Per share – diluted | 0.09 | (0.05) | (0.02) | ||||||
| Dividends declared | 17,334 | 17,598 | 18,494 | ||||||
| Per share | 0.0225 | 0.0225 | 0.0225 | ||||||
| Capital Expenditures | |||||||||
| Exploration and development expenditures | $ | 405,097 | $ | 198,177 | $ | 412,551 | |||
| Acquisitions and divestitures | (1,009) | (29,718) | 35,378 | ||||||
| Total oil and natural gas capital expenditures | $ | $ 404,088 | $ | 168,459 | $ | 447,929 | |||
| Net Debt | |||||||||
| Credit facilities | $ | $ 250,284 | $ | 341,207 | $ | 849,926 | |||
| Long-term notes | 1,977,044 | 1,980,619 | 1,637,155 | ||||||
| Total debt (3) | 2,227,328 | 2,321,826 | 2,487,081 | ||||||
| Working capital deficiency (2) | 162,922 | 95,346 | 152,760 | ||||||
| Net debt (1) | $ | 2,390,250 | $ | 2,417,172 | $ | 2,639,841 | |||
| Shares Outstanding – basic (thousands) | |||||||||
| Weighted average | 771,443 | 782,131 | 821,710 | ||||||
| End of period | 770,039 | 773,590 | 821,322 | ||||||
| BENCHMARK PRICES | |||||||||
| Crude oil | |||||||||
| WTI (US$/bbl) | $ | 71.42 | $ | 70.27 | $ | 76.96 | |||
| MEH oil (US$/bbl) | 73.37 | 72.40 | 78.95 | ||||||
| MEH oil differential to WTI (US$/bbl) | 1.95 | 2.13 | 1.99 | ||||||
| Edmonton par ($/bbl) | 95.27 | 94.98 | 92.16 | ||||||
| Edmonton par differential to WTI (US$/bbl) | (5.03) | (2.39) | (8.63) | ||||||
| WCS heavy oil ($/bbl) | 84.33 | 80.77 | 77.73 | ||||||
| WCS differential to WTI (US$/bbl) | (12.65) | (12.54) | (19.33) | ||||||
| Natural gas | |||||||||
| NYMEX (US$/MMbtu) | $ | 3.65 | $ | 2.79 | $ | 2.24 | |||
| AECO ($/Mcf) | 2.02 | 1.46 | 2.05 | ||||||
| CAD/USD average exchange rate | 1.4350 | 1.3992 | 1.3488 |
Notes:
(1) Capital management measure. Refer to the Specified Financial Measures section in this press release for further information.
(2) Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this press release for further information.
(3) Calculated in accordance with our amended credit facilities agreement which is available on SEDAR+ at .
| Three Months Ended | |||||||||
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |||||||
| OPERATING | |||||||||
| Daily Production | |||||||||
| Light oil and condensate (bbl/d) | 62,335 | 64,661 | 66,036 | ||||||
| Heavy oil (bbl/d) | 40,192 | 42,227 | 40,560 | ||||||
| NGL (bbl/d) | 19,046 | 21,208 | 19,299 | ||||||
| Total liquids (bbl/d) | 121,573 | 128,096 | 125,895 | ||||||
| Natural gas (Mcf/d) | 135,731 | 148,792 | 148,353 | ||||||
| Oil equivalent (boe/d @ 6:1) (1) | 144,194 | 152,894 | 150,620 | ||||||
| Operating Netback (thousands of Canadian dollars) | |||||||||
| Total sales, net of blending and other expense (2) | $ | 926,310 | $ | 936,869 | $ | 919,984 | |||
| Royalties | (207,937) | (206,675) | (209,171) | ||||||
| Operating expense | (147,703) | (145,690) | (173,435) | ||||||
| Transportation expense | (30,512) | (33,110) | (29,835) | ||||||
| Operating netback (2) | $ | 540,158 | $ | 551,394 | $ | 507,543 | |||
| General and administrative expense | (25,606) | (20,433) | (22,412) | ||||||
| Cash interest | (46,787) | (48,769) | (53,280) | ||||||
| Realized financial derivatives (loss) gain | (194) | (2,115) | 5,488 | ||||||
| Other (3) | (3,701) | (18,191) | (13,493) | ||||||
| Adjusted funds flow (4) | $ | 463,870 | $ | 461,886 | $ | 423,846 | |||
| Operating Netback (per boe) (2) | |||||||||
| Total sales, net of blending and other expense (2) | $ | 71.38 | $ | $ 66.60 | $ | 67.12 | |||
| Royalties (5) | (16.02) | (14.69) | (15.26) | ||||||
| Operating expense (5) | (11.38) | (10.36) | (12.65) | ||||||
| Transportation expense (5) | (2.35) | (2.35) | (2.18) | ||||||
| Operating netback (2) | $ | 41.63 | $ | 39.20 | $ | 37.03 | |||
| General and administrative expense (5) | (1.97) | (1.45) | (1.64) | ||||||
| Cash interest (5) | (3.61) | (3.47) | (3.89) | ||||||
| Realized financial derivatives (loss) gain (5) | (0.01) | (0.15) | 0.40 | ||||||
| Other (3)(5) | (0.30) | (1.29) | (0.98) | ||||||
| Adjusted funds flow (4) | $ | 35.74 | $ | 32.84 | $ | 30.92 |
Notes:
(1) Barrel of oil equivalent (“boe”) amounts have been calculated using a conversion rate of six thousand cubic feet of natural gas to one barrel of oil. The use of boe amounts may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet of natural gas to one barrel of oil is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
(2) Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this press release for further information.
(3) Other is comprised of realized foreign exchange gain or loss, other income or expense, current income tax expense or recovery and cash share-based compensation. Refer to the Q1/2025 MD&A for further information on these amounts.
(4) Capital management measure. Refer to the Specified Financial Measures section in this press release for further information.
(5) Calculated as royalties, operating expense, transportation expense, general and administrative expense, cash interest, realized financial derivatives gain or loss, or other, divided by barrels of oil equivalent production volume for the applicable period.
Q1/2025 Results
During the first quarter, we delivered operating and financial results consistent with our full-year plan despite periods of extremely cold temperatures across North America, which resulted in modest production disruptions across our operations.
We increased production per basic share by 2% in Q1/2025, compared to Q1/2024, with production averaging 144,194 boe/d (84% oil and NGL). As compared to Q1/2024, production during the first quarter was lower, in part, due to weather disruptions (approximately 2,000 boe/d) and our Kerrobert thermal disposition (approximately 2,000 boe/d). Exploration and development expenditures totaled $405 million, consistent with our full-year plan, and we brought 105 (95.9 net) wells onstream.
Adjusted funds flow(1) was $464 million or $0.60 per basic share and we generated net income of $70 million ($0.09 per basic share).
During the first quarter we generated free cash flow(2) of $53 million ($0.07 per basic share) and returned $30 million to shareholders. We repurchased 3.7 million common shares for $13 million, at an average price of $3.49 per share, and paid a quarterly cash dividend of $17 million ($0.0225 per share).
Over the last seven quarters, we returned $580 million to shareholders. We repurchased 92.6 million common shares for $453 million, representing approximately 11% of our shares outstanding, at an average price of $4.89 per share, and paid total dividends of $127 million ($0.1575 per share).
As of March 31, 2025, our net debt(1) was $2.4 billion, a reduction of approximately 10% ($250 million) over the past twelve months. On a U.S. dollar basis, net debt decreased by approximately 15% (US$287 million). We maintain strong financial flexibility, supported by significant credit capacity and a long-term notes maturity schedule that positions us well throughout various commodity price cycles. Our credit facilities have total capacity of US$1.1 billion, mature on May 9, 2028, and are less than 20% drawn. These are not borrowing base facilities and do not require annual or semi-annual reviews. Additionally, our earliest note maturity (US$800 million) is not until April 30, 2030.
Strengthening our balance sheet remains a key priority. Our pace of debt repayment reflects free cash flow generation and the impact of CAD/USD exchange rate fluctuations, which affect the conversion of our U.S. dollar-denominated debt. A $0.05 CAD/USD change in the exchange rate impacts our net debt by approximately $70 million.
Operations
In the Eagle Ford, production averaged 81,814 boe/d (81% oil and NGL) in Q1/2025 and we brought onstream 15.6 net wells, including 12.4 net operated wells. Our development program was largely focused on the black oil to condensate windows of our acreage where we typically generate 30-day peak crude oil rates of 700 to 800 bbl/d (900 to 1,100 boe/d) per well with average lateral lengths of 9,000 to 9,500 feet. We expect to bring onstream 50 net wells in 2025 and are targeting a 7% improvement in operated drilling and completion costs per completed lateral foot compared to 2024.
In our Canadian light oil business, production averaged 16,685 boe/d (83% oil and NGL) in Q1/2025. In the Pembina Duvernay, two of three pads have been drilled (six wells), including our longest wells in the play at more than 24,000 feet total measured depth and 13,500 feet of lateral length. Completion operations commenced mid-April and we expect to onstream the wells during the second and third quarter. In the Viking, 42 net wells were brought onstream in Q1/2025. In 2025, we expect to bring onstream nine net wells in the Pembina Duvernay and 85 net wells in the Viking.
In our heavy oil business, production averaged 41,119 boe/d (96% oil and NGL) in Q1/2025. Peavine continued to deliver top well results with production averaging 17,714 boe/d (100% heavy oil) during the first quarter. We brought onstream 12 net Clearwater wells at Peavine, 4 net wells at Peace River and 12 net wells across the broader Mannville group in Lloydminster. In 2025, we expect to bring onstream 112 net heavy oil wells, including 33 net Clearwater wells at Peavine.
Quarterly Dividend
The Board of Directors has declared a quarterly cash dividend of $0.0225 per share, to be paid on July 2, 2025 to shareholders of record on June 13, 2025.
(1) Capital management measure. Refer to the Specified Financial Measures section in this press release for further information.
(2) Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this press release for further information.
Additional Information
Our condensed consolidated interim unaudited financial statements for the three months ended March 31, 2025 and the related Management’s Discussion and Analysis of the operating and financial results can be accessed on our website at and will be available shortly through SEDAR+ at and EDGAR at .
| Conference Call Tomorrow 9:00 a.m. MT (11:00 a.m. ET) |
| Baytex will host a conference call tomorrow, May 6, 2025, starting at 9:00am MT (11:00am ET). To participate, please dial toll free in North America 1-833-821-2925 or international 1-647-846-2449. Alternatively, to listen to the conference call online, please enter in your web browser. To register, visit our website at Text> /> An archived recording of the conference call will be available shortly after the event by accessing the webcast link above. The conference call will also be archived on the Baytex website at . |
Advisory Regarding Forward-Looking Statements
In the interest of providing Baytex’s shareholders and potential investors with information regarding Baytex, including management’s assessment of Baytex’s future plans and operations, certain statements in this press release are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). In some cases, forward-looking statements can be identified by terminology such as “believe”, “continue”, “estimate”, “expect”, “forecast”, “intend”, “may”, “objective”, “ongoing”, “outlook”, “potential”, “project”, “plan”, “should”, “target”, “would”, “will” or similar words suggesting future outcomes, events or performance. The forward-looking statements contained in this press release speak only as of the date thereof and are expressly qualified by this cautionary statement.
Specifically, this press release contains forward-looking statements relating to but not limited to: we are focused on disciplined capital allocation and managing factors within our control; we are committed to prioritizing free cash flow, and a disciplined approach to capital allocation and our balance sheet; for 2025: our guidance for exploration and development expenditures and production and our expectation that capital expenditures and production will trend toward the low end of these guidance ranges; the amount of free cash flow we expect to generate; our expected allocation of free cash flow as between the balance sheet and shareholder returns (including dividends and share buybacks); the expected impact of changes to the CAD/US exchange rate on our debt; and our expected wells on-stream by asset. In addition, information and statements relating to reserves are deemed to be forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, that the reserves described exist in quantities predicted or estimated, and that they can be profitably produced in the future.
These forward-looking statements are based on certain key assumptions regarding, among other things: oil and natural gas prices and differentials between light, medium and heavy crude oil prices; well production rates and reserve volumes; success obtained in drilling new wells; our ability to add production and reserves through our exploration and development activities; capital expenditure levels; operating costs; our ability to borrow under our credit agreements; the receipt, in a timely manner, of regulatory and other required approvals for our operating activities; the availability and cost of labour and other industry services; interest and foreign exchange rates; the continuance of existing and, in certain circumstances, proposed tax and royalty regimes; our ability to develop our crude oil and natural gas properties in the manner currently contemplated; our ability to market oil and natural gas successfully; that we will have sufficient financial resources in the future to provide shareholder returns; and current industry conditions, laws and regulations continuing in effect (or, where changes are proposed, such changes being adopted as anticipated). Readers are cautioned that such assumptions, although considered reasonable by Baytex at the time of preparation, may prove to be incorrect.
Actual results achieved will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. Such factors include, but are not limited to: the risk of an extended period of low oil and natural gas prices (including as a result of tariffs); risks associated with our ability to develop our properties and add reserves; that we may not achieve the expected benefits of acquisitions and we may sell assets below their carrying value; the availability and cost of capital or borrowing; restrictions or costs imposed by climate change initiatives and the physical risks of climate change; the impact of an energy transition on demand for petroleum productions; availability and cost of gathering, processing and pipeline systems; retaining or replacing our leadership and key personnel; changes in income tax or other laws or government incentive programs; risks associated with large projects; risks associated with higher a higher concentration of activity and tighter drilling spacing; costs to develop and operate our properties; risks associated with achieving our total debt target, production guidance, exploration and development expenditures guidance; the amount of free cash flow we expect to generate; risk that the board of directors determines to allocate capital other than as set forth herein; current or future controls, legislation or regulations; restrictions on or access to water or other fluids; public perception and its influence on the regulatory regime; new regulations on hydraulic fracturing; regulations regarding the disposal of fluids; risks associated with our hedging activities; variations in interest rates and foreign exchange rates; uncertainties associated with estimating oil and natural gas reserves; our inability to fully insure against all risks; risks associated with a third-party operating our Eagle Ford properties; additional risks associated with our thermal heavy crude oil projects; our ability to compete with other organizations in the oil and gas industry; risk that we do not achieve our GHG emissions intensity reduction target; risks associated with our use of information technology systems; adverse results of litigation; that our Credit Facilities may not provide sufficient liquidity or may not be renewed; failure to comply with the covenants in our debt agreements; risks associated with expansion into new activities; the impact of Indigenous claims; risks of counterparty default; impact of geopolitical risk and conflicts, loss of foreign private issuer status; conflicts of interest between the Company and its directors and officers; variability of share buybacks and dividends; risks associated with the ownership of our securities, including changes in market-based factors; risks for United States and other non-resident shareholders, including the ability to enforce civil remedies, differing practices for reporting reserves and production, additional taxation applicable to non-residents and foreign exchange risk; and other factors, many of which are beyond our control. Readers are cautioned that the foregoing list of risk factors is not exhaustive. New risk factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The future acquisition of our common shares pursuant to a share buyback (including through its Normal Course Issuer Bid), if any, and the level thereof is uncertain. Any decision to pay dividends on the Common Shares (including the actual amount, the declaration date, the record date and the payment date in connection therewith) or acquire Common Shares pursuant to a share buyback will be subject to the discretion of the Board and may depend on a variety of factors, including, without limitation, the Company’s business performance, financial condition, financial requirements, growth plans, expected capital requirements and other conditions existing at such future time including, without limitation, contractual restrictions (including covenants contained in the agreements governing any indebtedness that the Company has incurred or may incur in the future, including the terms of the Credit Facilities) and satisfaction of the solvency tests imposed on the Company under applicable corporate law. There can be no assurance of the number of Common Shares that the Company will acquire pursuant to a share buyback, if any, in the future. Further, the payment of dividends to shareholders is not assured or guaranteed and dividends may be reduced or suspended entirely.
These and additional risk factors are discussed in our Annual Information Form, Annual Report on Form 40-F and Management’s Discussion and Analysis for the year ended December 31, 2024 filed with Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission and in our other public filings. The above summary of assumptions and risks related to forward-looking statements has been provided in order to provide shareholders and potential investors with a more complete perspective on Baytex’s current and future operations and such information may not be appropriate for other purposes.
This press release contains information that may be considered a financial outlook under applicable securities laws about the Company’s potential financial position, including, but not limited to, our 2025 guidance for development expenditures; our expected 2025 free cash flow; and our intentions regarding the allocating our annual free cash flow; all of which are subject to numerous assumptions, risk factors, limitations and qualifications, including those set forth in the above paragraphs. The actual results of operations of the Company and the resulting financial results will vary from the amounts set forth in this press release and such variations may be material. This information has been provided for illustration only and with respect to future periods are based on budgets and forecasts that are speculative and are subject to a variety of contingencies and may not be appropriate for other purposes. Accordingly, these estimates are not to be relied upon as indicative of future results. Except as required by applicable securities laws, the Company undertakes no obligation to update such financial outlook, whether as a result of new information, future events or otherwise. The financial outlook contained in this press release was made as of the date of this press release and was provided for the purpose of providing further information about the Company’s potential future business operations. Readers are cautioned that the financial outlook contained in this press release is not conclusive and is subject to change.
All amounts in this press release are stated in Canadian dollars unless otherwise specified.
Specified Financial Measures
In this press release, we refer to certain financial measures (such as total sales, net of blending and other expense, operating netback, free cash flow, and working capital deficiency) which do not have any standardized meaning prescribed by IFRS. While these measures are commonly used in the oil and gas industry, our determination of these measures may not be comparable with calculations of similar measures presented by other reporting issuers. This press release also contains the terms “adjusted funds flow” and “net debt” which are considered capital management measures. We believe that inclusion of these specified financial measures provides useful information to financial statement users when evaluating the financial results of Baytex.
Non-GAAP Financial Measures
Total sales, net of blending and other expense
Total sales, net of blending and other expense represents the revenues realized from produced volumes during a period. Total sales, net of blending and other expense is comprised of total petroleum and natural gas sales adjusted for blending and other expense. We believe including the blending and other expense associated with purchased volumes is useful when analyzing our realized pricing for produced volumes against benchmark commodity prices.
Operating netback
Operating netback and operating netback after financial derivatives are used to assess our operating performance and our ability to generate cash margin on a unit of production basis. Operating netback is comprised of petroleum and natural gas sales less blending expense, royalties, operating expense and transportation expense.
The following table reconciles total sales, net of blending and other expense and operating netback to petroleum and natural gas sales.
| Three Months Ended | |||||||||
| ($ thousands) | March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||||
| Petroleum and natural gas sales | $ | 999,130 | $ | 1,017,017 | $ | 984,192 | |||
| Blending and other expense | (72,820) | (80,148) | (64,208) | ||||||
| Total sales, net of blending and other expense | $ | 926,310 | $ | 936,869 | $ | 919,984 | |||
| Royalties | (207,937) | (206,675) | (209,171) | ||||||
| Operating expense | (147,703) | (145,690) | (173,435) | ||||||
| Transportation expense | (30,512) | (33,110) | (29,835) | ||||||
| Operating netback | $ | 540,158 | $ | 551,394 | $ | 507,543 | |||
| Realized financial derivatives (loss) gain (1) | (194) | (2,115) | 5,488 | ||||||
| Operating netback after realized financial derivatives | $ | 539,964 | $ | 549,279 | $ | 513,031 |
(1) Realized financial derivatives gain or loss is a component of financial derivatives gain or loss. See the Financial Instruments and Risk Management note in the consolidated financial statements for the three months ended March 31, 2025 and the consolidated financial statements for the year ended December 31, 2024 for further information.
Free cash flow
We use free cash flow to evaluate our financial performance and to assess the cash available for debt repayment, common share repurchases, dividends and acquisition opportunities. Free cash flow is comprised of cash flows from operating activities adjusted for changes in non-cash working capital, additions to oil and gas properties, payments on lease obligations, and transaction costs.
Free cash flow is reconciled to cash flows from operating activities in the following table.
| Three Months Ended | |||||||||
| ($ thousands) | March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||||
| Cash flows from operating activities | $ | 431,317 | $ | 468,865 | $ | 383,773 | |||
| Change in non-cash working capital | 29,034 | (13,428) | 32,023 | ||||||
| Additions to oil and gas properties | (405,097) | (198,177) | (412,551) | ||||||
| Payments on lease obligations | (2,725) | (2,422) | (4,872) | ||||||
| Transaction costs | – | – | 1,539 | ||||||
| Free cash flow | $ | 52,529 | $ | 254,838 | $ | (88) |
Working capital deficiency
Working capital deficiency is calculated as cash, trade receivables, prepaids and other assets net of trade payables, dividends payable, other long-term liabilities and share-based compensation liability. Working capital deficiency is used by management to measure the Company’s liquidity. At March 31, 2025, the Company had $1.3 billion of available credit facility capacity to cover any working capital deficiencies.
The following table summarizes the calculation of working capital deficiency.
| As at | |||||||||
| ($ thousands) | March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||||
| Cash | $ | (5,966) | $ | (16,610) | $ | (29,140) | |||
| Trade receivables | (391,905) | (387,266) | (423,119) | ||||||
| Prepaids and other assets | (72,045) | (76,468) | (77,901) | ||||||
| Trade payables | 582,053 | 512,473 | 626,137 | ||||||
| Share-based compensation liability | 12,602 | 24,732 | 18,667 | ||||||
| Dividends payable | 17,334 | 17,598 | 18,494 | ||||||
| Other long-term liabilities | 20,849 | 20,887 | 19,622 | ||||||
| Working capital deficiency | $ | 162,922 | $ | 95,346 | $ | 152,760 |
Non-GAAP Financial Ratios
Total sales, net of blending and other expense per boe
Total sales, net of blending and other per boe is used to compare our realized pricing to applicable benchmark prices and is calculated as total sales, net of blending and other expense divided by barrels of oil equivalent production volume for the applicable period.
Operating netback per boe
Operating netback per boe is equal to operating netback (a non-GAAP financial measure) divided by barrels of oil equivalent sales volume for the applicable period and is used to assess our operating performance on a unit of production basis.
Capital Management Measures
Net debt
We use net debt to monitor our current financial position and to evaluate existing sources of liquidity. We also use net debt projections to estimate future liquidity and whether additional sources of capital are required to fund ongoing operations. Net debt is comprised of our credit facilities and long-term notes outstanding adjusted for unamortized debt issuance costs, trade payables, share-based compensation liability, dividends payable, other long-term liabilities, cash, trade receivables, and prepaids and other assets.
The following table summarizes our calculation of net debt.
| As at | |||||||||
| ($ thousands) | March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||||
| Credit facilities | $ | 234,683 | $ | 324,346 | $ | 835,363 | |||
| Unamortized debt issuance costs – Credit facilities (1) | 15,601 | 16,861 | 14,563 | ||||||
| Long-term notes | 1,930,809 | 1,932,890 | 1,602,417 | ||||||
| Unamortized debt issuance costs – Long-term notes (1) | 46,235 | 47,729 | 34,738 | ||||||
| Trade payables | 582,053 | 512,473 | 626,137 | ||||||
| Share-based compensation liability | 12,602 | 24,732 | 18,667 | ||||||
| Dividends payable | 17,334 | 17,598 | 18,494 | ||||||
| Other long-term liabilities | 20,849 | 20,887 | 19,622 | ||||||
| Cash | (5,966) | (16,610) | (29,140) | ||||||
| Trade receivables | (391,905) | (387,266) | (423,119) | ||||||
| Prepaids and other assets | (72,045) | (76,468) | (77,901) | ||||||
| Net debt | $ | 2,390,250 | $ | 2,417,172 | $ | 2,639,841 |
(1) Unamortized debt issuance costs were obtained from the Long-term Notes and Credit Facilities notes within the consolidated financial statements for the respective period end.
Adjusted funds flow
Adjusted funds flow is used to monitor operating performance and our ability to generate funds for exploration and development expenditures and settlement of abandonment obligations. Adjusted funds flow is comprised of cash flows from operating activities adjusted for changes in non-cash working capital, asset retirement obligations settled, and transaction costs during the applicable period.
Adjusted funds flow is reconciled to amounts disclosed in the primary financial statements in the following table.
| Three Months Ended | |||||||||
| ($ thousands) | March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||||
| Cash flow from operating activities | $ | 431,317 | $ | 468,865 | $ | 383,773 | |||
| Change in non-cash working capital | 29,034 | (13,428) | 32,023 | ||||||
| Asset retirement obligations settled | 3,519 | 6,449 | 6,511 | ||||||
| Transaction costs | – | – | 1,539 | ||||||
| Adjusted funds flow | $ | 463,870 | $ | 461,886 | $ | 423,846 |
Advisory Regarding Oil and Gas Information
Where applicable, oil equivalent amounts have been calculated using a conversion rate of six thousand cubic feet of natural gas to one barrel of oil. BOEs may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet of natural gas to one barrel of oil is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
References herein to average 30-day peak production rates and other short-term production rates are useful in confirming the presence of hydrocarbons, however, such rates are not determinative of the rates at which such wells will commence production and decline thereafter and are not indicative of long term performance or of ultimate recovery. While encouraging, readers are cautioned not to place reliance on such rates in calculating aggregate production for us or the assets for which such rates are provided. A pressure transient analysis or well-test interpretation has not been carried out in respect of all wells. Accordingly, we caution that the test results should be considered to be preliminary.
Throughout this press release, “oil and NGL” refers to heavy crude oil, bitumen, light and medium crude oil, tight oil, condensate and natural gas liquids (“NGL”) product types as defined by NI 51-101. The following table shows Baytex’s disaggregated production volumes for the three months ended March 31, 2025 and 2024. The NI 51-101 product types are included as follows: “Heavy Crude Oil” – heavy crude oil and bitumen, “Light and Medium Crude Oil” – light and medium crude oil, tight oil and condensate, “NGL” – natural gas liquids and “Natural Gas” – shale gas and conventional natural gas.
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | |||||||||||||
| Heavy Crude Oil (bbl/d) |
Light and Medium Crude Oil (bbl/d) |
NGL (bbl/d) |
Natural Gas (Mcf/d) |
Oil Equivalent (boe/d) |
Heavy Crude Oil (bbl/d) |
Light and Medium Crude Oil (bbl/d) |
NGL (bbl/d) |
Natural Gas (Mcf/d) |
Oil Equivalent (boe/d) |
|||||
| Canada – Heavy | ||||||||||||||
| Peace River | 10,212 | 11 | 18 | 9,622 | 11,845 | 9,481 | 9 | 48 | 10,088 | 11,219 | ||||
| Lloydminster | 11,349 | 13 | – | 1,190 | 11,560 | 13,156 | 12 | – | 1,431 | 13,407 | ||||
| Peavine | 17,714 | – | – | – | 17,714 | 17,599 | – | – | – | 17,599 | ||||
| Canada – Light | ||||||||||||||
| Viking | 111 | 8,959 | 153 | 10,318 | 10,943 | – | 9,181 | 190 | 11,068 | 11,215 | ||||
| Duvernay | – | 2,404 | 2,221 | 6,704 | 5,742 | – | 1,803 | 1,757 | 5,456 | 4,469 | ||||
| Remaining Properties | 806 | 388 | 731 | 15,909 | 4,576 | 324 | 488 | 636 | 16,337 | 4,171 | ||||
| United States | ||||||||||||||
| Eagle Ford | – | 50,560 | 15,923 | 91,988 | 81,814 | – | 54,543 | 16,668 | 103,973 | 88,540 | ||||
| Total | 40,192 | 62,335 | 19,046 | 135,731 | 144,194 | 40,560 | 66,036 | 19,299 | 148,353 | 150,620 |
Baytex Energy Corp.
Baytex Energy Corp. is an energy company with headquarters based in Calgary, Alberta and offices in Houston, Texas. The Company is engaged in the acquisition, development and production of crude oil and natural gas in the Western Canadian Sedimentary Basin and in the Eagle Ford in the United States. Baytex’s common shares trade on the Toronto Stock Exchange and the New York Stock Exchange under the symbol BTE.
For further information about Baytex, please visit our website at or contact:
Brian Ector, Senior Vice President, Capital Markets & Investor Relations
Toll Free Number: 1-800-524-5521
Email: rel=”nofollow” href=”…”>…
To view the source version of this press release, please visit
SOURCE: Baytex Energy Corp.
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The U.S. dollar equivalent amount is approximately US$0.0163 per share assuming a foreign exchange rate of 1.38 CAD/US. Payments to shareholders who are not residents of Canada will be net of any Canadian withholding taxes that may be applicable. This dividend is designated an “eligible dividend” for Canadian tax purposes and is considered a “qualified dividend” for U.S. income tax purposes.
Baytex Energy Corp.
Baytex Energy Corp. is an energy company with headquarters based in Calgary, Alberta and offices in Houston, Texas. The Company is engaged in the acquisition, development and production of crude oil and natural gas in the Western Canadian Sedimentary Basin and in the Eagle Ford in the United States. Baytex’s common shares trade on the Toronto Stock Exchange and the New York Stock Exchange under the symbol BTE.
For further information about Baytex, please visit our website at or contact:
Brian Ector, Senior Vice President, Capital Markets and Investor Relations
Toll Free Number: 1-800-524-5521
Email: …
To view the source version of this press release, please visit
SOURCE: Baytex Energy Corp.
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The 2025 edition of the Awards will recognise and celebrate the strides being made by banks across the continent with a focus on innovation, transformation and also the promotion of inclusivity and gender equality. 58 nominees have made the shortlist for the 2025 awards, which has become a fixture on the African banking calendar.
LONDON, England 2 May, 2025 -/African Media Agency(AMA)/- African Banker magazine has announced the shortlist of nominees for this year’s edition of its annual African Banker Awards.
The winners will be made known during the official gala ceremony scheduled for May 28th in Abidjan, Côte d’Ivoire, as part of the official programme of the Annual Meetings of the African Development Bank.
The 2025 edition of the African Banker Awards is organised by African Banker magazine and IC Events under the patronage of the African Development Bank. The ceremony’s platinum sponsor remains the African Guarantee Fund, a fund created to share risks with commercial banks to encourage them to lend to the SME sector while ATIDI, which provides facilities to ensure against country risks and other associated insurance services, comes in as exclusive cocktail sponsor.
The African Banker Awards has, since its inception in 2007, sought to recognise and celebrate the exceptional individuals and organisations driving Africa’s rapidly transforming financial services sector.
The shortlist of nominees for the African Banker Awards 2025 was selected from over 200 entries submitted in nine categories by banks spread across the African continent. This year, two female bank executives have emerged as nominees for the prestigious “Banker of the Year” award, underlining the leading role women continue to play in shaping Africa’s banking and finance landscape.
Speaking on the awards, Omar Ben Yedder, Chair of the Awards committee commented on the increasing focus on SME, sustainable banking practices and the role of fintechs in the ecosystem. “Banks have performed strongly last year despite headwinds and currency devaluations in major countries. We also received entries in the deals category that shows that there are numerous transformative transactions taking place. And yet, the message remains. Interestingly, SMEs proved to be a profitable asset class and one that banks are paying greater attention to. The advent of AI and other technological advancements are at the centre of bank strategies too. The continent needs even bigger banks to support our growth agenda.”
The nominees for the African Banker Awards 2025 are as follows:
Bank of the Year
Banker of the Year
Sustainable Bank of the Year
Fintech of the Year
DFI of the year
SME Bank of the Year
Deal of the Year – Infrastructure
Deal of the Year – Debt
Deal of the Year – Equity
Distributed by African Media Agency. on behalf of IC Publications
About the African Banker Awards
The African Banker Awards are prestigious awards that celebrate excellence and best practices in banking and finance in Africa. These annual awards honour outstanding individuals and remarkable financial institutions that are transforming the continent’s financial sector and contributing to economic development and financial inclusion in Africa.
Organised by African Banker magazine in partnership with IC Events, the Awards bring together industry leaders from across the continent to honour innovation, resilience and competitiveness in the African banking sector.
For more information about the African Banker Awards, please visit our website at www.AfricanBankerAwards.com.
About African Banker
African Banker is a pan-African publication dedicated to the banking industry across the continent. African Banker provides in-depth analysis and commentary on the trends shaping Africa’s financial landscape.
As a trusted source of information, African Banker offers a unique perspective on the challenges and opportunities facing the African banking sector.
For any further information, please contact Constance Haasz at the following address: c.haasz@icpublications.com
CALGARY — Parkland Corp.’s biggest shareholder is going to court after the company announced a US$9.1-billion takeover by Sunoco LP and delayed a meeting where it was to face investors pushing for a boardroom overhaul.
A showdown had been set to take place in Calgary on Tuesday, with shareholders voting on competing director nominee slates put forward by Parkland’s management and by Simpson Oil, which owns just under 20 per cent of the Canadian fuel retailer and refiner’s shares.
“Delaying the meeting and pushing forward with any transaction ahead of board transition represents a clear breach of fiduciary duty — an obvious attempt to cling to power and sidestep shareholder will,” Simpson said in a statement Monday.
Parkland and Cayman Islands-based Simpson have been at odds over the fuel refiner and retailer’s performance and governance for at least a year.
Parkland’s annual meeting has been rescheduled to June 24, when shareholders will vote on the cash-and-stock deal with Dallas-based Sunoco that would create the largest independent fuel distributor in the Americas.
Simpson says it has applied to the Alberta Court of King’s Bench to hold the annual meeting as planned, calling the delay a “deplorable tactic.”
The dissident shareholder called on all 11 incumbent Parkland directors to resign, including executive chair Mike Jennings.
The deal between Parkland and Sunoco announced Monday requires shareholder and regulatory approval and also has to be cleared under the Investment Canada Act. The U.S. company has committed to maintain a Canadian headquarters in Calgary, significant employment in Canada and investment in Parkland’s refinery in Burnaby, B.C.
Parkland owns the Ultramar, Chevron and Pioneer gas station chains as well as several other brands in 26 countries. Sunoco outlets that had long operated in Canada were rebranded in 2009 under the Petro-Canada banner.
“This combination with Sunoco provides Parkland’s shareholders with the highest value and the greatest proceeds, while also affirming Sunoco’s and Parkland commitment to Canada, a country that has played a vital role in our combined history,” said outgoing Parkland chief executive Bob Espey, who announced last month that he would step down before year-end.
On a conference call, an analyst asked Sunoco CEO Joe Kim about potential issues with large Parkland shareholders, but did not name Simpson specifically.
“For the Parkland shareholders, you get a very, very healthy premium, material cash and a stronger company underlying the equity going forward,” Kim replied.
“So we think this is an offer that’s going to be hard for people to pass up.”
Under shareholder pressure, Parkland said in March it would review options to boost its share price, including a sale of the entire company, an action it had earlier said was unnecessary.
Simpson has criticized Parkland for rejecting a potential acquisition at a “material premium” in 2023. The Globe and Mail has reported it was from Sunoco and worth $45 a share.
As part of the deal Monday, Sunoco intends to form a new publicly traded company named SUNCorp LLC that will hold limited partnership units of Sunoco that are economically equivalent to Sunoco’s publicly traded common units.
Parkland shareholders will receive 0.295 SUNCorp units and C$19.80 for each Parkland share. Parkland shareholders may also elect to receive C$44 per Parkland share in cash or 0.536 SUNCorp units for each Parkland share, subject to proration limits. The deal will also see Sunoco assume Parkland’s debt.
Parkland shares closed at C$36.28 on the Toronto Stock Exchange on Friday. Its shares rose more than seven per cent to C$39.86 in late-morning trading.
Parkland and Simpson’s relationship dates back to 2017, when Simpson subsidiary Sol, the largest independent fuel marketer in the Caribbean, bought Parkland shares.
In early 2019, Parkland closed a deal to buy a 75 per cent stake in Sol for $1.6 billion. Through the deal, Sol got a 10 per cent stake in Parkland.
Parkland gained full ownership of Sol in 2022 and Simpson upped its stake in Parkland to about 20 per cent, making it the largest shareholder.
At the time the founder of Simpson, Sir Kyffin Simpson, had glowing words for Parkland and Espey.
“We have tremendous confidence in the company, its management team and its bright future,” he said in August 2022.
Three years later, Simpson says on its Refuel Parkland website that the elements that first attracted it to the partnership have been “mismanaged out of existence.”
This report by The Canadian Press was first published May 5, 2025.
Companies in this story: (TSX:PKI)
Lauren Krugel, The Canadian Press
CALGARY, AB, May 5, 2025 /PRNewswire-HISPANIC PR WIRE/ — Sunoco LP (NYSE: SUN) (”Sunoco” or the “Partnership”) and Parkland Corporation (TSX: PKI) (”Parkland”) announced today that they have entered into a definitive agreement whereby Sunoco will acquire all outstanding shares of Parkland in a cash and equity transaction valued at approximately U.S.$9.1 billion, including assumed debt (the “Transaction”).
“This strategic combination is a compelling outcome for Parkland shareholders,” said Michael Jennings, Executive Chairman of Parkland. “The Board unanimously recommends the proposed transaction, recognizing Sunoco’s commitment to safeguarding Canadian jobs, retaining the Calgary head office, and further investing in Canada. This partnership creates significant financial benefits for shareholders and would position the combined company as the largest independent fuel distributor in the Americas.”
“Today marks a significant milestone,” said Bob Espey, President and CEO of Parkland. “This transaction delivers immediate value for shareholders, including an attractive 25% premium. Sunoco shares our commitment to growth, customer service, operational excellence, and ongoing investment in Canada, making our combined business stronger and better positioned for sustained success.”
Strategic Rationale
Continued Commitment to Canada and Responsible Stewardship
Transaction Details
Under the terms of the agreement, Parkland shareholders will receive 0.295 SUNCorp units and C$19.80 for each Parkland share, implying a 25 per cent premium based on the 7-day VWAP’s of both Parkland and Sunoco as of May 2, 2025. Parkland shareholders can elect, in the alternative, to receive C$44.00 per Parkland share in cash or 0.536 SUNCorp units for each Parkland share, subject to proration to ensure that the aggregate consideration payable in connection with the transaction does not exceed C$19.80 in cash per Parkland share outstanding as of immediately before closing and 0.295 SUNCorp units per Parkland share outstanding as of immediately before close. For a period of two years following closing of the transaction, Sunoco will ensure that SUNCorp unitholders will receive the same dividend equivalent as the distribution to Sunoco unitholders.
The proposed Transaction will be effected pursuant to a plan of arrangement under the Business Corporations Act (Alberta), which is required to be approved by an Alberta court. The Transaction will require approval by 66 2/3 per cent of the votes cast by the shareholders of Parkland. The agreement also contains an option whereby Sunoco, at its election any time before the Meeting (defined below), may elect to effect and complete the Transaction on the same terms by way of a take-over bid, which would require support from Parkland shareholders owning at least 50 per cent of Parkland’s outstanding shares. The directors and senior officers of Parkland, collectively holding 0.7 per cent of the Parkland shares, have entered into customary voting support agreements, pursuant to which they have committed to vote their common shares held in favour of the Transaction.
In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals, including approvals under the Investment Canada Act, approval of the listing of the SUNCorp shares to be issued under the Transaction on the NYSE, and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the Transaction is expected to close in the second half of 2025. The agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals, subject to Parkland paying a break fee in the amount of $275 million in certain circumstances.
Full details of the Transaction will be included in the Parkland management information circular.
Board of Directors Recommendation
On March 5, 2025, Parkland announced that its Board of Directors had initiated a review of strategic alternatives aimed at identifying opportunities to maximize value for all shareholders. A special committee of independent directors (the “Special Committee”) was appointed to oversee and lead this comprehensive review.
Following this announcement, discussions with Sunoco intensified significantly, leading to the Transaction.
Based on the unanimous recommendation of Parkland’s Special Committee, and following thorough consultation with its financial and legal advisors, Parkland’s Board of Directors has unanimously approved the Transaction. The Board strongly recommends that shareholders vote in favour of the Transaction.
Goldman Sachs Canada Inc. and BofA Securities have each provided opinions to the Parkland Board of Directors, and BMO Capital Markets has provided an opinion to the Parkland Special Committee, to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications stated in each such opinion, the right to receive, at the option of each Parkland shareholder, either (i) an amount in cash equal to the quotient obtained by dividing C$19.80 by 45%, (ii) the number of common units representing limited liability company interests in SUNCorp equal to the quotient obtained by dividing 0.295 by 55% or (iii) a combination of C$19.80 in cash and 0.295 common units representing limited liability company interests in SUNCorp is fair, from a financial point of view, to the shareholders of Parkland (other than Sunoco and its affiliates). The full text of each such fairness opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with each such opinion, will be included in the Parkland management information circular. None of BofA Securities, Goldman Sachs Canda Inc. or BMO Capital Markets express an opinion or recommendation as to how any Parkland shareholder should vote or act in connection with the Transaction or any other matter.
Annual and Special Meeting
Parkland intends to hold a special meeting of Parkland shareholders on June 24, 2025, to approve the Transaction. The annual general meeting of Parkland shareholders, which was originally scheduled for May 6, 2025, has been cancelled and will instead be held on June 24, 2025 concurrent with the special meeting (the annual and special meeting of Parkland Shareholders is referred to as the “Meeting”), allowing Parkland’s shareholders adequate time to fully evaluate the Transaction and its benefits. Shareholders as of the record date of May 23, 2025 will be eligible to vote at the Meeting. In addition to the business of the Meeting already described in Parkland’s management information circular dated April 7, 2025, Parkland will file a new 2025 management information circular, which will also contain information about the Transaction.
The current directors have agreed to stand for election at the upcoming Meeting in order to consummate the Transaction, if supported by Parkland’s shareholders. These directors have agreed to stand down in favour of any alternative slate if the Transaction is not supported.
Advisors
Goldman Sachs Canada Inc. and BofA Securities served as financial advisors to Parkland. BMO Capital Markets acted as financial advisor to Parkland’s Special Committee. Norton Rose Fulbright Canada LLP acted as Parkland’s legal advisor. Torys LLP acted as legal advisor to Parkland’s Special Committee.
Barclays and RBC Capital Markets served as the exclusive financial advisors to Sunoco. Barclays and RBC Capital Markets provided committed financing. Stikeman Elliot LLP, Weil, Gotshal & Manges LLP, and Vinson & Elkins LLP acted as Sunoco’s legal advisors.
Conference Call Information
Sunoco LP and Parkland Corporation management will hold a conference call on Monday, May 5 at 8:30 a.m. Eastern Standard Time (7:30 a.m. Central Standard Time) to discuss the transaction. To participate, dial 877-407-6184 (toll free) or 201-389-0877 at least 10 minutes before the call and ask for the Sunoco LP conference call. The conference call will also be accessible live and for later replay via webcast in the Investor Relations section of Sunoco’s website at www.SunocoLP.com under Webcasts and Presentations.
About Parkland
Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.
Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.
About Sunoco
Sunoco LP (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating in over 40 U.S. states, Puerto Rico, Europe, and Mexico. The Partnership’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers. SUN’s general partner is owned by Energy Transfer LP (NYSE: ET).
Forward-Looking Statements
Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “continue”, “commit”, “enhance”, “ensure”, “expect”, “increase”, “will”, “would” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: expected benefits from the Transaction including but not limited to financial benefits for shareholders and increased cash flow generation for reinvestment and distribution growth; Sunoco acquiring all outstanding shares of Parkland in the Transaction, including assumed debt; Sunoco’s intention to list SUNCorp on the New York Stock Exchange; the expectation that SUNCorp will be treated as a corporation for tax purposes; Sunoco’s commitment to maintaining significant employment levels in Canada and retaining the Alberta head office; the belief that the combined company will be the largest independent fuel distributor in the Americas; the forecast that the Transaction will be immediately accretive with 10%+ accretion to distributable cash flow per common unit and U.S.$250 million in run-rate synergies by Year 3; the belief that the Transaction will enhance scale enabling advantaged fuel supply and further diversify Sunoco’s portfolio and geographic footprint; the expectation that the Burnaby Refinery will continue to operate and supply fuel within the Lower Mainland; the belief that combined company’s expanded free cash flow will provide additional resources for reinvestment in Canada, the Caribbean, and the United States in support of both existing and new opportunities; the anticipated timing for closing of the Transaction; the anticipated timing for holding of the special meeting of Parkland shareholders; the filing of Parkland’s new 2025 management information circular including information about the Transaction; the effect, implementation, and completion of the plan of arrangement; the expectation that the current directors of Parkland will stand down in favour of any alternative slate at the upcoming AGM if the Transaction is not supported; and the timing of the joint conference call of Sunoco LP and Parkland.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; the completion of the Transaction on anticipated terms and timing, or at all, including obtaining key regulatory approvals and Parkland shareholder approval; anticipated tax treatment; potential litigation relating to the Transaction that could be instituted against Sunoco or Parkland; potential adverse reactions or changes to business relationships, including with employees, suppliers, customers, competitors or credit rating agencies, resulting from the announcement or completion of the proposed transaction; certain restrictions during the pendency of the Transaction that may impact Parkland’s ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, and under the headings “Forward-Looking Information” and “Risk Factors” included in the Q4 2024 Management’s Discussion and Analysis dated March 5, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca.
The forward-looking statements contained herein are expressly qualified by this cautionary statement.
Canada’s main stock index slipped on Monday, as U.S. President Donald Trump’s new tariffs sparked fresh investor concerns, ahead of the Federal Reserve’s monetary policy decision this week.
The Toronto Stock Exchange’s S&P/TSX composite index was down 0.4% at 24,942.81 points.
Trump on Sunday announced a 100% tariff on movies produced outside the U.S., but offered little clarity on how the levies would be implemented.
Shares of U.S. media firms tumbled amid concern that the latest tariffs could increase the cost for Hollywood studios and disrupt the global entertainment industry.
“A lot of movies are made in Canada…it makes it very economical for the U.S. companies to come up and film a movie here versus down in the U.S. So, not a good announcement for us here in Canada”, said Allan Small, senior investment advisor at Allan Small Financial Group with iA Private Wealth.
Meanwhile, data showed that Canada’s services economy contracted for a fifth straight month in April as uncertainty around trade policy and the country’s general election weighed on activity.
The spotlight this week will be on the Federal Reserve, which is widely expected to leave interest rates steady on Wednesday.
On the TSX, energy shares led sectoral losses with a 1.9% fall, tracking a drop in oil prices.
Conversely, mining stocks were up 0.8% after gold prices gained more than 2%.
Canadian fuel refiner and retailer Parkland rose 7.6% after U.S.-based Sunoco LP said it will buy the company in a deal valued at about $9.1 billion, including debt.
CALGARY — Parkland Corp.’s biggest shareholder is going to court after the Calgary company announced a US$9.1-billion takeover by Sunoco LP and delayed a meeting where it was to face down investors pushing for a boardroom overhaul.
A showdown had been set to take place in Calgary on Tuesday, with shareholders voting on competing director nominee slates put forward by Parkland’s management and by Simpson Oil, which owns just under 20 per cent of the Canadian fuel retailer and refiner’s shares.
Parkland and Cayman Islands-based Simpson have been at odds over the fuel refiner and retailer’s performance and governance for about a year.
Parkland’s meeting has been rescheduled to June 24, when Parkland shareholders are to vote on a cash-and-stock deal with Dallas-based Sunoco that would create the largest independent fuel distributor in the Americas.
Simpson says it has applied to the Alberta Court of King’s Bench to hold the annual meeting as planned, calling the delay a “deplorable tactic” and a bid to “cling to control” by the existing board.
Simpson says no action should have been taken under a new board of directors supported by shareholders was in place.
“Delaying the meeting and pushing forward with any transaction ahead of board transition represents a clear breach of fiduciary duty — an obvious attempt to cling to power and sidestep shareholder will,” Simpson said in a statement Monday.
Simpson is calling on all 11 incumbent Parkland directors to resign immediately, including executive chair Mike Jennings.
The cash-and-stock deal between Parkland and Sunoco announced Monday requires shareholder and regulatory approval and also has to be cleared under the Investment Canada Act. The U.S. company has committed to maintain a Canadian headquarters in Calgary, significant employment in Canada and investment in Parkland’s refinery in Burnaby, B.C.
“This combination with Sunoco provides Parkland’s shareholders with the highest value and the greatest proceeds, while also affirming Sunoco’s and Parkland commitment to Canada, a country that has played a vital role in our combined history,” said outgoing Parkland chief executive Bob Espey.
“Sunoco is a strong organization and clearly the right choice for Parkland.”
Espey, who had been at the helm for 17 years, announced earlier this month that he would step down before year-end.
Under shareholder pressure, Parkland said in March it would review options to boost its share price, including a sale of the entire company, an action it had earlier said was unnecessary.
As part of the deal, Sunoco intends to form a new publicly traded company named SUNCorp LLC that will hold limited partnership units of Sunoco that are economically equivalent to Sunoco’s publicly traded common units.
Parkland shareholders will receive 0.295 SUNCorp units and C$19.80 for each Parkland share. Parkland shareholders may also elect to receive C$44 per Parkland share in cash or 0.536 SUNCorp units for each Parkland share, subject to limits. The cash-and-stock deal also includes Parkland’s assumed debt.
Parkland shares closed at C$36.28 on the Toronto Stock Exchange on Friday. Its shares rose more than seven per cent to C$39.86 late morning on the TSX.
This report by The Canadian Press was first published May 5, 2025.
Companies in this story: (TSX: PKI)
Lauren Krugel, The Canadian Press
