Arko subsidiary APC issues 1,461,265 unregistered shares in USD 30 million private placement to seller
ARKO•Arko discloses stock issuance tied to U.S. Petroleum Partners acquisition
Arko disclosed an unregistered issuance of APC Class A common stock tied to its $205 million acquisition of U.S. Petroleum Partners.
- $30 million of consideration will be paid in stock held in escrow until an EBITDA-based true-up date; dividends accrue during escrow.
- Based on the 10-day VWAP ended Aug. 3, 2026, the closing issuance is estimated at 1,461,265 shares; the final count may change.
- Additional shares or cash may be owed under an earn-out if EBITDA exceeds targets; up to $5 million cash may be recouped if targets miss.
- The share issuance relies on Securities Act exemptions under Section 4(a)(2) and Rule 506 of Regulation D.
