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Press release from Marketwire

Superior Plus Announces $150,000,000 Public Offering of Convertible Unsecured Subordinated Debentures

Monday, December 06, 2010

Superior Plus Announces $150,000,000 Public Offering of Convertible Unsecured Subordinated Debentures16:50 EST Monday, December 06, 2010CALGARY, ALBERTA--(Marketwire - Dec. 6, 2010) - NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESSuperior Plus Corp. ("Superior" or the "Corporation") (TSX:SPB) announced today that it has reached an agreement with a syndicate of underwriters co-led by National Bank Financial Inc. and CIBC, and including BMO Capital Markets, Scotia Capital Inc. and Cormark Securities Inc. (collectively, the "Underwriters"), pursuant to which Superior will issue on a "bought deal" basis, subject to regulatory approval, $150,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture. Superior has granted to the Underwriters an over-allotment option to purchase up to an additional $22,500,000 aggregate principal amount of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments. Superior intends to use the net proceeds from the Offering to repay existing revolving term bank debt and for general corporate purposes.Wayne Bingham, Executive Vice-President and Chief Financial Officer stated "The Debenture issue strengthens Superior's financial position, improves Superior's existing debt repayment profile and provides enhanced financial flexibility."The Debentures will bear interest from the date of issue at 6.00% per annum, payable semi-annually in arrears on June 30 and December 31 each year commencing June 30, 2011. The Debentures will have a maturity date of June 30, 2018 (the "Maturity Date").The Debentures will be convertible at the holder's option at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by Superior for redemption of the Debentures into fully paid and non-assessable common shares ("Common Shares") of Superior at a conversion price of $15.10 per Common Share, being a conversion rate of approximately 66.2252 Common Shares for each $1,000 principal amount of Debentures. The Debentures will not be redeemable by Superior before June 30, 2014. On or after June 30, 2014 and prior to June 30, 2016, the Debentures may be redeemed in whole or in part from time to time at Superior's option, provided that the volume weighted average trading price of the Common Shares on the TSX on the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of the redemption is given is not less than 125% of the Conversion Price. On and after June 30, 2016, the debentures may be redeemed in whole or in part from time to time at Superior's option at a price equal to their principal amount plus accrued interest. Upon conversion of the Debentures, in lieu of delivering Common Shares, Superior may elect to pay the holder cash, at the option of Superior. Closing of the Offering is expected to occur on or about December 23, 2010. The Offering is subject to receipt of normal regulatory approvals, including approval of the TSX. About the Corporation Superior is a diversified corporation. Superior holds 100% of Superior Plus LP, a limited partnership formed between Superior General Partner Inc., as general partner and Superior as limited partner. Superior is focused on stability of dividends with value growth. Superior Plus LP consists of three primary operating businesses: Energy Services includes the distribution of propane and distillates and related fixed-price energy services; Specialty Chemicals includes the manufacture and sale of specialty chemicals; and Construction Products Distribution includes the distribution of specialty construction products.Forward Looking InformationCertain information included in this Press Release is forward-looking, within the meaning of applicable Canadian securities laws. Much of this information can be identified by looking for words such as "believe", "expects", "expected", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words. In particular, this press release includes forward-looking information pertaining to the proposed timing and completion of the offering. Superior believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.Forward-looking information is based on current information and expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, risks associated with the ability to satisfy regulatory and commercial closing conditions of the offering, the uncertainty associated with accessing capital markets and the risks related to Superior's businesses including those identified in Superior's 2009 Annual Information Form under the heading "Risk Factors". Reference should be made to this additional information prior to making any investment decision. Forward looking information contained in this press release is made as of the date hereof and is subject to change. Superior assumes no obligation to revise or update forward looking information to reflect new circumstances, except as required by law.FOR FURTHER INFORMATION PLEASE CONTACT: Wayne BinghamSuperior Plus Corp.Executive Vice-President and Chief Financial Officer(403) 218-2951 or Toll Free: 1-866-490-PLUS (7587)(403) 218-2973 (FAX)wbingham@superiorplus.comORJay BachmanSuperior Plus Corp.Vice-President, Investor Relations and Treasurer(403) 218-2957 or Toll Free: 1-866-490-PLUS (7587)(403) 218-2973 (FAX)jbachman@superiorplus.comwww.superiorplus.com