PrintALIMENTATION COUCHE-TARD PRICES PRIVATE OFFERING OF EURO DENOMINATED SENIOR UNSECURED NOTES
BY PR Newswire | CORPORATE | 05:05 PM EDTLAVAL, QC, April 14, 2026 /PRNewswire/ - Alimentation Couche-Tard Inc.
The Notes will carry a coupon of 3.901% per annum and will be sold at par.
The offering of the Notes is expected to close on or about April 21, 2026, subject to the satisfaction of customary closing conditions. Couche-Tard intends to use the net proceeds from the sale of the Notes for the repayment of outstanding indebtedness, including without limitation the refinancing of Couche-Tard's senior unsecured notes denominated in Euro due May 6, 2026, 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 issuance and sale of the Notes have not been, and will not be, qualified under the securities laws of any province or territory of Canada?and, accordingly, the offer and sale of the Notes in?Canada?will be made in the provinces of Canada 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.
This press release has been prepared on the basis that any offer of Notes in any member state of the European Economic Area ("EEA") will be made pursuant to an exemption under the Prospectus Regulation from a requirement to publish a prospectus for offers of Notes. For these purposes the expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended. This press release does not constitute a prospectus within the meaning of the Prospectus Regulation and does not constitute an offer to the public in the EEA.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II") ; (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering, selling or distributing the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This press release has been prepared on the basis that any offer of the Notes in the United Kingdom (the "UK") will be made pursuant to an exemption under the UK will be made pursuant to an exception under the UK POATRs from a requirement to publish a prospectus for offers of Notes. For these purposes the expression "UK POATRs" means the Public Offers and Admissions to Trading Regulations 2024. This press release does not constitute a prospectus within the meaning of the UK POATRs and does not constitute an offer to the public in the UK.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is neither (i) a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (ii) nor a qualified investor as defined in paragraph 15 of Schedule 1 to UK POATRs. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to any retail investor in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Couche-Tard is a global leader in convenience and mobility, operating in 27 countries and territories, with close to 17,300 stores, of which approximately 13,200 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, Belgium, as well as in Ireland. It also has an important presence in Luxembourg, Germany, the Netherlands, Poland, as well as in Hong Kong Special Administrative Region of the People's Republic of China. Approximately 149,500 people are employed throughout its network.
The statements set forth in this press release may constitute forward-looking statements within the meaning of securities legislation, including those with respect to the closing of the offering of the Notes 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. Although we base the forward-looking statements contained in this press release on assumptions that we believe are reasonable, by their very nature, forward-looking statements involve risks and uncertainties such that actual results, or the measures we adopt, 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 or expectation. Major factors that may lead to a material difference between Couche-Tard's actual results and the projections or expectations set forth in the forward-looking statements include the effects of the integration of acquired businesses and the ability to achieve projected synergies, ongoing military conflicts, including, without limitation, the current hostilities in the Middle East, 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 risks as described in detail from time to time in the reports filed by Couche-Tard with securities authorities in Canada available on SEDAR+ under Couche-Tard's profile at www.sedarplus.ca, including under "Business Risks" in our management discussion and analysis for the 52 week period ended April 27, 2025. The risks described therein are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business, financial position or results of operations. Unless otherwise required by applicable securities laws, Couche-Tard disclaims any intention or obligation to update or revise 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.
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SOURCE Alimentation Couche-Tard Inc.
