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

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

TSX: SPB

CALGARY, Feb. 23 /CNW/ - Superior Plus Corp. ("Superior" or the "Corporation"TSX: SPB) announced today that it has reached an agreement with a syndicate of underwriters co-led by TD Securities Inc. and CIBC, and including Scotia Capital Inc., National Bank Financial Inc., BMO Capital Markets 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 completes the long-term financing for the 4 acquisitions completed over the last 6 months in addition to the completion of the expansion of the Port Edwards chloralkali facility. These expenditures have resulted in a significant expansion of our business platforms and are key to facilitating Superior's future growth. Superior has always maintained a strong financial position and this Debenture offering further strengthens our financial position, providing Superior with the financial flexibility to execute on future opportunities. Superior's December 31, 2009 pro forma Senior Debt to compliance EBITDA ratio will be reduced to 2.2:1 and is consistent with Superior's long-term intent to reduce its Senior Debt leverage ratio to within our targeted ratio of 1.5:1 to 2.0:1".

The Debentures will bear interest from the date of issue at 5.75% per annum, payable semi-annually in arrears on June 30 and December 31 each year commencing June 30, 2010. The Debentures will have a maturity date of June 30, 2017 (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 $19.00 per Common Share, being a conversion rate of approximately 52.6316 Common Shares for each $1,000 principal amount of Debentures.

The Debentures will not be redeemable by Superior before June 30, 2013. On or after June 30, 2013 and prior to June 30, 2015, 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, 2015, 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.

Closing of the Offering is expected to occur on or about March 16, 2010. The Offering is subject to receipt of normal regulatory approvals, including approval of the TSX.

    
    About the Corporation
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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.

The Corporation's common shares and convertible debentures trade on the TSX as follows:

    

    Trading Symbol       Security            Issued and Outstanding
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    SPB                  Common Shares        104.9 million
    SPB.db.b             5.75% Debentures    $174.9 million principal amount
    SPB.db.c             5.85% Debentures    $ 75.0 million principal amount
    SPB.db.d             7.50% Debentures    $ 69.0 million principal amount
    -------------------------------------------------------------------------
    

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. In particular, this press release includes forward-looking information pertaining to the proposed timing and completion of the offering and expected Senior Debt to compliance EBITDA ratios. 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 2008 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. The company assumes no obligation to revise or update forward looking information to reflect new circumstances, except as required by law.

Non-GAAP Financial Measures

Compliance EBITDA represents earnings before interest, taxes, depreciation, amortization and other non-cash expenses calculated on a 12 month trailing basis giving pro forma effect to acquisitions and divestitures and is used by Superior to calculate its debt covenants and other credit information. Compliance EBITDA is not a defined performance measure under GAAP. Superior's calculation of compliance EBITDA may differ from similar calculations used by comparable entities.

For further information: about Superior Plus, please visit our website at: www.superiorplus.com or contact: Wayne Bingham, Executive Vice-President and Chief Financial Officer, Tel: [phone], Fax: [phone], E-mail: [email protected]; or Jay Bachman, Vice-President, Investor Relations and Planning, Tel: [phone], Fax: [phone], E-mail: [email protected], Toll Free: 1-866-490-PLUS (7587)