Orrick Advises Superior Plus on its Acquisition of Low-Carbon Energy Solutions Provider Certarus

Orrick advised Superior Plus on its acquisition of Certarus, a leading North American low-carbon energy solutions provider, in a deal valued at CAD$1.05 billion. Under the terms of the agreement, Superior will acquire all the outstanding common shares in Certarus for $853 million and assume $196 million in outstanding senior bank credit and leases. Certarus shareholders will receive $500 million worth of Superior common shares priced at $10.25 per share and $353 million in cash—the equivalent of 17% of the combined companies.

The acquisition represents a strategic growth opportunity for Superior, adding complementary, low-cost and low-carbon intensity energy alternatives, including compressed natural gas, renewable natural gas and hydrogen, to Superior’s extensive distribution platform, servicing over 890,000 customer locations in the U.S. and Canada. Certarus utilizes mobile storage units (“MSUs”) to deliver low-carbon fuels to energy, utility, agricultural and industrial customers with insufficient energy infrastructure, offering an over-the-road distribution alternative. By year’s end, Certarus will operate 640 MSUs, making it the largest on-road low-carbon fuel distributor in North America. The acquisition of Certarus will advance Superior’s energy transition plan and enable new and existing customers to meet their ESG and sustainability goals, while providing significant immediate and long-term financial benefits.

The cross-practice effort was led by Joe Roger, Adam Kowis, Spencer Sinclair and King Milling and included Craig Falls, Amy Ray, Jeanine McGuinness, Bob O'Connell Jr., Sulina Gabale, Jason Flaherty, Nicole Walsh, Stacy Kray, Ayla Vilander, Zach Huey, Cacique Rich-Martinez, Maria Sanchez, Keith Tidwell, Emilie Galper and many others.