ARKO CORP. : Entry of Material Definitive Agreement, Unrecorded Equity Sale, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
Pursuant to the Purchase Agreement, upon closing of the contemplated transactions (the “Closing”), Buyer will purchase from Seller, and Seller will sell to Buyer, subject to certain exceptions, all right, title and interest of the seller in the assets. comprising the Acquired Business, and Buyer will assume certain liabilities to Seller with respect to the Acquired Business (the “Transaction”). At closing, the buyer has agreed to pay the seller an aggregate cash consideration equal to
ARKO intends to finance from its own resources approximately
Completion of the Transaction is subject to customary conditions, including the absence of legal restrictions and the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as than modified. Each party’s obligation to consummate the transaction is also subject to the accuracy of the other parties’ representations and warranties (subject to certain exceptions) and the performance in all material respects of the other parties’ respective covenants under the contract. of purchase. Completion of the Transaction is not subject to a financing condition.
The purchase contract contains certain customary rescission rights for the buyer on the one hand and the seller on the other hand.
The foregoing description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Schedule 2.1 to this Current Report on Form 8-K. and incorporated by reference herein.
The Purchase Agreement is being filed with this Current Report on Form 8-K to provide securityholders with information about its terms. It is not intended to provide any other factual information about ARKO, the buyer, the seller, the acquired company or any of the other parties to the purchase agreement. The representations, warranties and covenants contained in the Purchase Agreement are made solely for the purposes of this Agreement and as of specific dates, are for the benefit of the parties to the Purchase Agreement only, may be subject to any limitations agreed upon by the parties contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the purchase contract rather than establishing such matters as fact, and may be subject to materiality standards applicable to the parties which differ from those applicable to holders of securities. Securityholders should not rely on any representations, warranties, and covenants or any description thereof as characterizing the true state of facts or condition of ARKO, the buyer, the seller, the company acquired or from one of the other parties to the purchase contract. In addition, information regarding the subject matter of representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in ARKO’s public disclosures, except to the extent required by law.
Item 3.02 Unrecorded Sales of
The information contained in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 3.02. If issued pursuant to the Purchase Agreement, the number of Installment Shares issuable in respect of an Installment Payment would be equal to the dollar amount of such Installment Payment divided by the value of each Payout Share, which value would be equal to the daily volume-weighted average closing price of ARKO Common Shares on
Section 7.01 Disclosure of FD Rules.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is provided and shall not be considered “filed” for purposes of Section 18 of the Act. exchanges, or otherwise subject to the responsibilities of this Section and shall not be incorporated by reference in any filing under securities law or stock exchange law except to the extent expressly set forth in such filing.
Item 9.01 Financial statements and supporting documents.
Exhibit Number Description 2.1* Asset Purchase Agreement, dated as of
September 9, 2022, by and among GPM Investments, LLC, Transit Energy Group, LLCand the other parties thereto. 99.1 Press Release issued by ARKO Corp.on September 12, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* In accordance with Section 601(a)(5) of the SK Regulations, schedules and attachments similar to this exhibit have been omitted as they do not contain information material to an investment or voting decision and this information is not otherwise disclosed in this exhibit. ARKO will additionally provide a copy of any omitted program or similar attachment to the
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