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ARKO Petroleum Corp. (APC) Form 8-K — Aug 6, 2026

$APCForm 8-KItems 1.01, 3.02, 9.01Filed Aug 6, 2026, 4:05 PM ET0001193125-26-337955Original filing

ARKO Petroleum Corp. signed an Asset Purchase Agreement on August 4, 2026 to acquire the business of U.S. Petroleum Partners, LLC, a vertically integrated fuel supply and distribution platform serving the Great Lakes region, for $205.0 million in cash plus $30.0 million in Class A shares and the value of closing inventory. The acquired business includes fuel terminals in Novi, Michigan and Toledo, Ohio connected to the Buckeye Pipeline system, supply rights to more than 400 independent dealer locations, and a trucking fleet that transports over 80% of the business's distributed fuel volumes.

Key figures

Deal Value Usd
235.0 million base consideration (205.0 million cash plus 30.0 million in Class A stock, plus value of closing inventory)
Shares Offered
1461265
Escrow period
18 months
Fuel terminals
2
Cash consideration
205000000
Indemnification cap
11750000
Max cash recoupment
5000000
Stock consideration
30000000
New pipeline payment cap
500000000
Class a shares outstanding
12570223
Class b shares outstanding
35000000
Earnout ebitda target 12mo
31700000
Fuel component ebitda target
2200000
Independent dealer locations
more than 400
New pipeline ebitda multiple
6.7
Estimated consideration shares
1461265
Min market cap for share issuance
500000000
Fleet share of distributed volumes
more than 80%

Price after filing

1 day: -3.9%7 days: -7.6%30 days: -8.0%

Close on the filing date to close N calendar days later (from $20.64). Historical, not a forecast.

AI analysis

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