ARKO Petroleum Announces Acquisition of U.S. Petroleum Partners for $235M

What Happened

• On August 4, 2026 ARKO Petroleum Corp. (ARKO) entered into an Asset Purchase Agreement to acquire the business of U.S. Petroleum Partners, LLC, a fuel supply and distribution platform serving the Great Lakes region. At closing ARKO will pay $205.0 million in cash (plus the value of inventory at closing) and issue $30.0 million of ARKO Class A common stock (Consideration Shares) held in escrow pending earn‑out/truing adjustments.

Key Details

• Purchase Agreement date: August 4, 2026; 8‑K filed August 6, 2026.
• Acquired assets include two fuel terminals (Novi, MI and Toledo, OH), supply rights to more than 400 independent dealers, and a transportation fleet that moves >80% of the business’ distributed fuel volumes.
• Consideration: $205.0M cash + inventory value at closing + $30.0M in stock. Consideration Shares (and any earn‑out shares) valued using the 10‑day VWAP before issuance and held in escrow until the True‑Up Date.
• Earn‑out tied to EBITDA targets for the 12‑month period ending on the True‑Up Date (including $31.7M overall EBITDA and $2.2M from certain fuel components); failure to meet targets can reduce payment (including up to $5.0M recoupment of cash). A portion of the earn‑out remains in escrow for 18 months for indemnity claims.
• ARKO expects to fund the cash portion through borrowings under existing credit lines. Closing is subject to customary conditions, including Hart‑Scott‑Rodino clearance; the transaction is not conditioned on new financing.

Why It Matters

• This acquisition expands ARKO’s supply and distribution footprint in the Great Lakes region, adding terminals, dealer relationships and a transport fleet that could increase ARKO’s wholesale volumes and local supply control.
• For investors, the deal mixes cash and equity consideration: $205M of cash funded by debt (using credit lines) may increase leverage, and the $30M in shares plus potential earn‑out shares create potential dilution depending on earn‑out outcomes.
• Closing remains subject to regulatory clearance and contract conditions; key earn‑out metrics and escrow arrangements may affect final cash/stock paid and near‑term balance sheet and share count.