ARKO Petroleum Corp. entered into 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. The acquisition includes key infrastructure assets, dealer supply rights, and a transportation fleet.
Key Details
- Transaction Value: The total consideration is $235.0 million, comprised of $205.0 million in cash and $30.0 million in ARKO's Class A common stock, plus the value of inventory at closing.
- Acquired Assets: The deal includes two fuel terminals in Novi, Michigan and Toledo, Ohio; the right to supply fuel to more than 400 independent dealer locations; and a transportation fleet.
- Contingent Consideration: The $30.0 million in stock is structured as an earn-out, contingent on the acquired business achieving $31.7 million in EBITDA over a 12-month post-closing period. The final payment is subject to adjustments, including a potential clawback of up to $5.0 million in cash if targets are missed.
- Funding & Closing: The company plans to fund the cash portion of the acquisition through borrowings under its existing credit facilities. The transaction is not subject to a financing condition and is expected to close after satisfying customary conditions, including HSR antitrust approval.