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Press release from Marketwire

Superior Plus LP Announces Process to Refinance 8.25% Senior Unsecured Debentures

Friday, June 14, 2013

Superior Plus LP Announces Process to Refinance 8.25% Senior Unsecured Debentures

08:50 EDT Friday, June 14, 2013

CALGARY, ALBERTA--(Marketwired - June 14, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Superior Plus Corp. ("Superior") (TSX:SPB) announces that its wholly owned subsidiary, Superior Plus LP ("Superior LP") has commenced an offer to purchase (the "Tender Offer") for cash any and all of its outstanding $150.0 million, 8.25% Senior Unsecured Debentures due October 27, 2016 (the "Debentures") from the holders thereof (the "Holders").

Superior LP has engaged Scotia Capital Inc. and TD Securities Inc. to lead a syndicate of underwriters to conduct a proposed issuance of notes of Superior LP ("Notes") in an aggregate principal amount of approximately $150.0 million to fund the purchase of the Debentures. Specific terms of the notes, including the interest rate will be determined, if and when, the Notes are issued. The Notes will be offered to qualified buyers in Canada and the United States pursuant to exemptions from applicable prospectus and registration requirements under Canadian provincial securities laws and United States securities laws.

"Superior believes that the current market conditions provide an opportunity to favourably extend our debt maturity schedule," said Wayne Bingham, Executive Vice-President and CFO.

As part of the Tender Offer, Superior LP is soliciting the consent of the holders of the Debentures (the "Solicitation") to certain proposed amendments to the indenture dated October 27, 2009 under which the Debentures were originally issued (the "Proposed Amendments"). The terms of the Tender Offer are described in the Offer to Purchase and Consent Solicitation Statement dated June 14, 2013 and the related Consent and Letter of Transmittal to be distributed to holders of the Debentures. Scotia Capital Inc. is the sole dealer manager and solicitation agent for the Tender Offer and Solicitation. The following table sets forth certain terms of the Tender Offer.

Security Description CUSIP
Number
Principal Amount Outstanding Tender Consideration (1) Consent Payment (1) Total Consideration (1)(2)
8.25% Senior Unsecured Debentures, Series C Due 2016 86828QAA9 $150,000,000 $1,032.07 $30.00 $1,062.07
Notes:
(1) Per $1,000 principal amount of Debentures
(2) Inclusive of the Consent Payment.

The Tender Offer will be open for acceptance until 12:00 a.m., Toronto time, on July 11, 2013 (the "Expiration Time"), unless extended by Superior LP. Holders of Debentures must tender their Debentures to the Tender Offer prior to 5:00 p.m., Toronto time, on June 26, 2013 (the "Consent Payment Deadline") to receive the Total Consideration set forth in the table above.

The Tender Offer and Solicitation are subject to certain terms and conditions, as set forth more fully in the Offer to Purchase and Consent Solicitation Statement dated June 14, 2013 to be distributed to Holders. Assuming the conditions to the Tender Offer are satisfied or waived, Superior LP intends to accept for payment all Debentures which are validly tendered (and not validly withdrawn) pursuant to the Tender Offer prior to the Expiration Time. Holders who tender their Debentures and deliver their consent prior to the Consent Payment Deadline and who do not validly withdraw their Debentures and revoke their consent prior to the Withdrawal Deadline (defined below) will receive the Total Consideration set forth in the table above for each $1,000 principal amount of such Debentures accepted for payment pursuant to the Tender Offer. Holders who tender their Debentures after the Consent Payment Deadline and prior to the Expiration Time will receive the Tender Consideration set forth in the table above for each $1,000 principal amount of Debentures. In both cases, Holders will receive accrued and unpaid interest from the last interest payment date to, but not including, the date the consideration referred to above is paid.

Debentures tendered prior to the Consent Payment Deadline may be withdrawn and related consents may be revoked at any time prior to the earlier of (i) 5:00 p.m. Toronto time on June 26, 2013, and (ii) the date the Supplemental Indenture providing for the Proposed Amendments is executed providing for the Proposed Amendments (which is expected to be upon or promptly following the receipt of consents from Holders representing 662/3% of the outstanding amount of Debentures), unless extended (the "Withdrawal Deadline"), but not thereafter. Holders who tender their Debentures after the Withdrawal Deadline may not withdraw their Debentures.

Superior LP may amend, extend or terminate the Tender Offer and/or Solicitation. Any such amendment, extension or termination will be followed by a press release as promptly as practicable.

Further Information

Superior LP has retained Scotia Capital Inc. to serve as the dealer manager and solicitation agent for the Tender Offer and Solicitation, Georgeson Shareholder Communications Canada Inc. to serve as the information agent and Computershare Investor Services Inc. to serve as the depositary.

Copies of the Offer to Purchase and Consent Solicitation Statement and the Consent and Letter of Transmittal will be distributed to Holders as of June 14, 2013 and may also be obtained at no charge by contacting the information agent by telephone at 1-866-656-4104 or by e-mail to askus@georgeson.com. Copies of such documents will also be available electronically through Superior LP's secure data site, Superior LP International Exchange, maintained by IntraLinks. Holders who do not currently have such IntraLinks access to Superior LP International Exchange are encouraged as soon as possible to contact (or have their respective broker or other similar intermediary contact) the information agent for assistance.

Questions regarding the Tender Offer and Solicitation may be directed to Scotia Capital Inc. at 1-888-776-3666 or 1-416-863-7257. Questions regarding procedures for tendering Debentures and delivering consents should be directed to Computershare Investor Services Inc. at 1-800-564-6253 or by e-mail to corporateactions@computershare.com or to Georgeson Shareholder Communications Canada Inc. by telephone at 1-866-656-4104 or by e-mail to askus@georgeson.com.

This announcement is neither an offer to purchase nor a solicitation to sell any Debentures or Notes, nor is it a solicitation of consents with respect to the Debentures. The Tender Offer and Solicitation are being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal. The Tender Offer and Solicitation is not being made to holders of Debentures in any jurisdiction in which the Tender Offer and Solicitation would not be in compliance with the laws of such jurisdiction. None of Superior, Superior LP, the dealer managers and solicitation agents, the depositary or the information agent is making any recommendation in connection with the Tender Offer and Solicitation.

About the Corporation

Superior consists of three primary operating businesses: Energy Services includes the distribution of propane and distillates, providing fixed-price energy services, and supply portfolio management; Specialty Chemicals includes the manufacture and sale of specialty chemicals; and Construction Products Distribution includes the distribution of specialty construction products.

Forward Looking Information

Certain 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. Forward-looking information in this Press Release includes but is not limited to, statements concerning the completion of the Tender Offer and the proposed sale of Notes. 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 not a guarantee of future performance and involves a number of assumptions, risks and uncertainties. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause Superior's actual results to differ materially from any projections of future results expressed or implied by such forward-looking information. These assumptions, risks and uncertainties include but are not limited to the ability to satisfy the conditions of the Tender Offer including risks relating to obtaining the requisite consents and financing for the Tender Offer, and the risks identified in the Corporation's 2012 Annual Information Form under the heading "Forward Looking Information" and "Risk Factors", which is available on the SEDAR website (www.sedar.com). Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact Information:
Superior Plus Corp.
Wayne Bingham
Executive Vice-President and Chief Financial Officer
(403) 218-2951
(403) 218-2973 (FAX)
wbingham@superiorplus.com


Superior Plus Corp.
Jay Bachman
Vice-President, Investor Relations and Treasurer
(403) 218-2957 or Toll Free: 1-866-490-PLUS (7587)
(403) 218-2973 (FAX)
jbachman@superiorplus.com
www.superiorplus.com

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