ARKO to buy U.S. Petroleum Partners fuel business for $205.0 million cash plus stock
ARKO Petroleum Corp. agreed on August 4, 2026 to acquire the assets of U.S. Petroleum Partners, LLC, a fuel supply and distribution platform serving the Great Lakes region, for $205.0 million in cash plus inventory value at closing and $30.0 million of Class A common stock. Part of the consideration is an earn-out tied to EBITDA targets, and the company expects to fund the cash portion through its existing lines of credit, so the deal would add debt and dilute shareholders if the shares are issued.
Key points
- Cash consideration of $205.0 million plus the value of inventory at closing, plus $30.0 million of Class A common stock held in escrow until the True-Up Date.
- Based on the 10 trading days ended August 3, 2026, the company estimates it would issue 1,461,265 shares at closing; any additional shares tied to an earn-out increase are not currently determinable.
- Earn-out is tied to the Acquired Business reaching $31.7 million of EBITDA and $2.2 million of fuel-related EBITDA, with up to $5.0 million of cash consideration subject to recoupment if targets are missed.
- Closing requires expiration or termination of the Hart-Scott-Rodino waiting period and is not subject to a financing condition.
The filing
Written by AI on Nov 9, 2026, 11:48 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on August 06, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.