ARKO Corp. Negotiates Enhanced Value for Stockholders in Final Payment for TEG Acquisition

RICHMOND, Va., March 28, 2024 (GLOBE NEWSWIRE) -- ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), a Fortune 500 company and one of the largest convenience store operators in the United States, announced today that it has negotiated improved deferred payment terms and value related to the Company’s previously reported acquisition of the assets of Transit Energy Group and its affiliates (“TEG”).

As previously disclosed, on March 1, 2023, the Company closed on the acquisition from TEG of 135 convenience stores and gas stations, contracts to supply fuel to 181 dealer locations, and certain other assets. The purchase agreement originally provided for a total purchase price of approximately $370 million plus the value of inventory, of which $50 million was deferred and payable in two annual payments of $25 million on the first and second anniversaries of the closing, which ARKO could elect to pay in either cash or, subject to certain conditions, shares of ARKO’s common stock.

Pursuant to the original asset purchase agreement, on March 1, 2024, ARKO issued 3,417,915 shares of ARKO common stock to TEG (the “First Installment Shares”) at a price per share of $7.31 which was based on a 10-day volume weighted average price calculation outlined in the purchase agreement. The closing price of ARKO’s common stock on the date ARKO notified TEG of its election to pay the first $25.0 million installment in shares was $8.36 per share, and the closing price on the date prior to the date of issuance was $6.53 per share.

Subsequently, on March 26, 2024, ARKO entered into an amendment to the original purchase agreement with TEG, providing for ARKO’s repurchase of the First Installment Shares at $5.66 per share, a 22.6% discount to the price at which the shares were issued, for a payment of approximately $19.3 million. ARKO and TEG also agreed to settle the second $25 million installment payment (which would have been due on March 1, 2025) for approximately $17.2 million in cash. In aggregate, ARKO satisfied the $50 million deferred purchase price for the TEG transaction for $36.5 million and the release of certain obligations and liabilities, which was fully funded by ARKO’s existing liquidity through its Capital One Line of Credit. ARKO repurchased the First Installment Shares as part of its previously announced $100 million share repurchase program.