Item 7.01 Regulation FD Disclosure.
On December 7, 2022, ARKO Corp., a Delaware corporation ("ARKO"), issued a press
release with respect to the matters described in Item 8.01 of this Current
Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated by reference in this Item 7.01.
The information contained in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 furnished herewith, is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that Section and shall not be incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except to the
extent expressly stated in such filing.
Item 8.01 Other Events.
On December 6, 2022, GPM Southeast, LLC, a Delaware limited liability company
and a subsidiary of ARKO, together with certain other subsidiaries of ARKO
(collectively, the "Buyers"), entered into an Asset Purchase Agreement (the
"Purchase Agreement") with WTG Fuels Holdings, LLC and certain other sellers
party thereto (collectively, the "Sellers"), pursuant to which the Sellers have
agreed to sell to the Buyers certain assets, including:
•
24 Uncle's Convenience Stores located across western Texas; and
•
57 proprietary GASCARD-branded fleet fueling cardlock sites and 52 private
cardlock sites located in western Texas and southeastern New Mexico.
The total consideration for the transaction, as set forth in the Purchase
Agreement, is approximately $140.4 million plus the value of inventory on the
closing date, subject to certain other closing adjustments. The Company intends
to finance from its own sources approximately $25.4 million plus the value of
inventory and other closing adjustments, with the balance coming from Oak Street
Real Estate Capital Net Lease Property Fund, LP ("Oak Street") in accordance
with ARKO's previously reported standby real estate purchase, designation and
lease program agreement with Oak Street. Under this arrangement, Oak Street or
its affiliates has agreed to acquire certain of the real properties from the
Sellers substantially concurrently with closing of the transaction, and ARKO or
its affiliates will then lease these real properties from Oak Street.
The closing of the transaction is subject to fulfillment of customary conditions
precedent and the completion of various transition planning matters.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release issued by ARKO Corp. on December 7, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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