Couche-Tard Offers Nearly $1 Billion in Unsecured Notes

Cash will cover outstanding debt from Statoil purchase

LAVAL, Quebec -- Alimentation Couche-Tard Inc. will issue nearly $1 million in unsecured notes in Canada only to repay indebtedness outstanding under its credit facility used to fund the acquisition of Statoil Fuel & Retail in Europe.

The company announced the issue on Thursday, pricing an offering of $300 million principal amount of 2.861% Series 1 senior unsecured notes due Nov. 1, 2017; $450 million principal amount of 3.319% Series 2 senior unsecured notes due Nov. 1, 2019; and $250 million principal amount of 3.899% Series 3 senior unsecured notes due Nov. 1, 2022.

The notes will be direct unsecured obligations of Couche-Tard and will rank pari passu (on equal footing) with all other outstanding unsecured and unsubordinated indebtedness of Couche-Tard. The offering of the notes is expected to close on or about Nov. 1, 2012.

The Notes are rated BBB- by Standard & Poor's, a division of the McGraw-Hill Companies Inc., and Baa3 by Moody's Investors Service Inc.

 Couche-Tard intends to use the net proceeds of the offering of approximately $995 million to repay indebtedness outstanding under its credit facility used to fund the acquisition of Statoil Fuel & Retail AS. Couche-Tard paid about $2.7 billion for Statoil this summer. See “Related Stories” below for previous coverage of that deal.

The Notes will be publicly offered in Canada, under Couche-Tard's previously filed short form base shelf prospectus, pursuant to an agency agreement with National Bank Financial Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc., UBS Securities Canada Inc., Desjardins Securities Inc. and Barclays Capital Canada Inc., as co-lead agents.

The notes have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States unless registered under the U.S. Securities Act or pursuant to an available exemption from the registration requirements of the U.S. Securities Act.

Alimentation Couche-Tard Inc., Laval, Quebec, is the leader in the Canadian convenience store industry. In North America, Couche-Tard is the largest independent convenience store operator (whether integrated with a petroleum company or not) in terms of number of company-operated stores.

As of July 22, 2012, Couche-Tard's network comprised 6,109 convenience stores throughout North America, including 4,534 stores with road transportation fuel dispensing. At the same date, Couche-Tard had agreements for the supply of motor fuel to 357 sites operated by independent operators. Couche-Tard's North-American network consists of 13 business units, including nine in the United States covering 40 states and the District of Columbia and four in Canada covering all 10 provinces.

Through its acquisition of Statoil Fuel & Retail ASA, Couche-Tard also operates a broad retail network across Scandinavia (Norway, Sweden and Denmark), Poland, the Baltics (Estonia, Latvia and Lithuania), and Russia with 2,307 stores as at June 30, 2012.

In addition, under licensing agreements, about 4,000 stores are operated under the Circle K banner in nine other countries and territories worldwide (China, Guam, Hong Kong, Indonesia, Japan, Macau, Mexico, Vietnam and the United Arab Emirates).