ARKO Petroleum Corp. Completes Acquisition of the Business of U.S. Petroleum Partners, LLC, Expected to Contribute Approximately $30 Million of Annualized Adjusted EBITDA
The cash purchase payment was funded with credit-line borrowings, while share consideration is tied to acquired-business earnings targets.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
ARKO Petroleum (Nasdaq: APC) completed its acquisition of U.S. Petroleum Partners’ business on November 10, 2026, expanding its Great Lakes operations.
APC paid approximately $200 million in cash, plus inventory value, and issued approximately 2.0 million Class A shares valued at approximately $30 million into escrow. Existing credit lines funded the cash payment. Share release depends on EBITDA-based targets; additional consideration may become payable.
APC expects approximately $30 million of annualized Adjusted EBITDA, an adjusted earnings measure, and approximately 280 million additional annual fuel gallons—approximately 14% above its trailing twelve-month volume through September 30, 2026. The acquisition adds approximately 400 wholesale locations, two pipeline-connected terminals and a transportation fleet. Expected post-acquisition net debt to Adjusted EBITDA is 3.0x–3.5x, within its previously communicated 3.0x–4.0x range.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Acquired business is expected to contribute approximately $30 million of annualized Adjusted EBITDA and enhance Discretionary Cash Flow.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Annual fuel volume is expected to rise approximately 14% versus the twelve months ended September 30, 2026.
- Moderate pointWholesale network expansion adds approximately 400 locations, bringing APC’s wholesale network to approximately 2,500 locations.
- Minor pointTwo terminals in Novi, Michigan, and Toledo, Ohio, add Buckeye Pipeline-connected infrastructure and fee-based earnings.
- Minor pointAcquired transportation fleet carries more than 80% of USPP’s distributed fuel volumes.
- Minor point. Forward-looking: it has not happened yet and may not happen.APC identifies opportunities to increase terminal utilization and transportation efficiency and capture additional margin.
Negative
- Major pointCash consideration of approximately $200 million plus inventory value was funded through existing credit-line borrowings. 28% of market cap
- Minor pointApproximately 2.0 million Class A shares, valued at approximately $30 million, were issued into escrow, adding potential dilution.
- Minor point. Forward-looking: it has not happened yet and may not happen.Additional consideration may become payable in cash or shares if the acquired business exceeds EBITDA-based financial targets.
- Minor point. Forward-looking: it has not happened yet and may not happen.Post-acquisition net debt to Adjusted EBITDA is expected at 3.0x–3.5x, within the previously communicated 3.0x–4.0x range.
Key Figures
- Annualized Adjusted EBITDA
- Approximately $30 million
- Expected contribution from the acquired business
- Annual fuel volume
- Approximately 280 million gallons
- Expected additional volume
- Fuel volume increase
- Approximately 14%
- Increase in APC trailing twelve-month fuel volumes
- Wholesale locations
- Approximately 400
- Additional locations from the acquisition
- Cash paid at closing
- Approximately $200 million
- Plus the value of inventory
- Escrowed stock consideration
- Approximately 2.0 million shares, valued at approximately $30 million
- APC Class A common stock; release subject to EBITDA-based targets
- Pro forma Net Debt to Adjusted EBITDA
- 3.0x to 3.5x
- Expected range after the acquisition
- Earnout measurement period
- 12 months ending December 31, 2027
- EBITDA-based targets determine escrow share release and potential additional payment
Previous Acquisition Reports
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Set the same USPP acquisition terms, including expected $30 million EBITDA and cash-plus-inventory consideration.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
adjusted ebitda financial
net debt to adjusted ebitda financial
escrow financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Expected to add approximately 280 million gallons of annual fuel volume across approximately 400 wholesale locations, expand APC’s Great Lakes infrastructure and vertical integration, and enhance Discretionary Cash Flow
Transaction Highlights:
- Acquisition expected to contribute approximately
$30 million of annualized Adjusted EBITDA and enhance Discretionary Cash Flow. - Expected to increase annual fuel volumes by approximately
14% ¹, with approximately 400 additional wholesale locations, expanding APC’s wholesale network to approximately 2,500 locations. - Enhances vertical integration by adding a Great Lakes infrastructure platform with strategically located fuel terminals in Novi, Michigan and Toledo, Ohio, together with expanded transportation capabilities.
- Advances APC’s strategy to expand its predominantly fixed-margin and fee-based earnings profile while enhancing cash-flow generation.
RICHMOND, Va., Nov. 11, 2026 (GLOBE NEWSWIRE) -- ARKO Petroleum Corp. (Nasdaq: APC) ("APC" or the "Company"), one of the largest wholesale fuel distributors in North America, today announced that on November 10, 2026, it completed its previously announced acquisition of the business of U.S. Petroleum Partners, LLC ("USPP"), a vertically integrated fuel supply and distribution platform serving customers throughout the Great Lakes region.
The acquisition is expected to add approximately 280 million gallons of annual fuel volume across approximately 400 wholesale locations, representing an approximately
“The closing of the USPP acquisition represents a meaningful step-up in APC’s scale, earnings power and long-term growth profile,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO Petroleum Corp. “The acquisition adds approximately 280 million gallons of annual fuel volume. USPP’s scale and infrastructure expand our presence across the fuel value chain, strengthen our predominantly fixed-margin and fee-based business model and create opportunities to increase terminal utilization, improve transportation efficiency and capture additional margin. We also look forward to working with the USPP team to evaluate additional growth opportunities within their existing acquisition pipeline as we continue to expand APC’s platform. We are pleased to welcome the USPP team to APC, and we look forward to building on the strong platform they have created.”
Kotler continued, “This transaction demonstrates the disciplined acquisition strategy we outlined at the time of our IPO and how we are putting APC’s financial flexibility to work. We expect the acquired business to contribute approximately
At closing, APC paid approximately
Strategic and Financial Benefits
- Increasing scale. Adds approximately 280 million gallons of annual fuel volume across approximately 400 wholesale locations.
- Expanding geographic presence. Broadens APC’s operations throughout Michigan, Ohio and the Great Lakes region.
- Strengthening fuel supplier relationships. Deepens relationships with major fuel suppliers through increased commercial and operational scale and throughput.
- Diversifying earnings. Adds fuel terminals, which are strategic, long-lived infrastructure assets with meaningful intrinsic value. Located on the Buckeye Pipeline, the terminals enhance vertical integration across the refined product infrastructure value chain, support durable throughput, create an incremental fee-based earnings stream, expand APC's service footprint across the Great Lakes region and provide multiple avenues for potential earnings growth.
- Supporting cash flow growth. The acquired business is expected to contribute approximately
$30 million of annualized Adjusted EBITDA and enhance Discretionary Cash Flow. - Creating a platform for further growth. Provides opportunities to increase throughput and capture operational efficiencies.
About ARKO Petroleum Corp.
ARKO Petroleum Corp. (Nasdaq: APC) is a growth-oriented fuel distribution company and one of the largest wholesale fuel distributors in North America, supplying approximately 2.2 billion gallons of fuel annually to customers in approximately 3,900 locations in the District of Columbia and more than 30 states across the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States. The Company is engaged in (i) wholesale activity, which includes the supply of fuel to gas stations operated by third-party dealers, (ii) fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and the issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites, and (iii) the wholesale distribution of fuel to substantially all of the retail convenience stores that sell fuel operated by ARKO Corp., its parent company (Nasdaq: ARKO), one of the largest operators of convenience stores in the United States. The Company’s operations also include two fuel terminals. To learn more about APC, visit www.arkopetroleum.com.
Forward-Looking Statements
This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to successfully integrate businesses that it acquires, including the business of USPP; the Company’s ability to achieve the benefits that it expects to realize as a result of its acquisitions, including the business of USPP; the potential negative impact on the Company’s financial condition and results of operations if it fails to achieve the benefits that it expects to realize as a result of its business acquisitions, including the business of USPP; liabilities of acquired businesses that are not known to the Company; the Company’s ability to maintain the listing of its Class A common stock on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; the success of ARKO Corp.’s transformation plan and its effect on the Company, including the dealerization of retail stores; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.
Use of Non-GAAP Measures
The Company defines EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition costs, share-based compensation expense, other non-cash items, and other unusual or non-recurring charges. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures. Neither these measures nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).
The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believes these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.
The Company defines Net Debt as the sum of total debt, net, financing leases and financial liabilities, less cash and cash equivalents. Net Debt is used by management to measure the effective level of our indebtedness.
The Company defines the Ratio of Net Debt to Adjusted EBITDA as the ratio derived by dividing Net Debt by Adjusted EBITDA. The Ratio of Net Debt to Adjusted EBITDA is an important measure used by management to evaluate the Company's access to liquidity, and the Company believes it provides useful information for investors as a representation of its financial strength by presenting the sustainability of its debt levels and its ability to take on additional debt against Adjusted EBITDA, which is used as an operating performance measure. The Ratio of Net Debt to Adjusted EBITDA is also frequently used by investors and credit rating agencies to analyze the Company's operating performance.
The Company defines Discretionary Cash Flow as net cash provided by operating activities, (i) less changes in operating assets and liabilities, maintenance capital expenditures, charges to allowance for credit losses, and non-cash rent expense, and (ii) plus acquisition costs, amortization of deferred income net of prepaid to related party, and certain other expenses (income). Discretionary Cash Flow will not reflect changes in working capital balances. Discretionary Cash Flow is a liquidity measure the Company and third parties, such as industry analysts, investors, lenders, rating agencies and others, use to assess its ability to internally fund acquisitions, pay dividends, and service or incur additional debt. The Company believes that the presentation of Discretionary Cash Flow provides useful information to investors, securities analysts, and other interested parties for evaluating its liquidity.
EBITDA, Adjusted EBITDA, Net Debt, the Ratio of Net Debt to Adjusted EBITDA and Discretionary Cash Flow should not be considered as alternatives to any financial measure presented in accordance with GAAP, including net income and net cash provided by operating activities. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as substitutes for the analysis of results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.
Because non-GAAP financial measures are not standardized, these measures as defined by the Company may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.
Reconciliations of forward-looking non-GAAP measures included in this press release to the corresponding GAAP financial measures are not included due to variability and difficulty in making accurate forecasts and projections, particularly in light of potential changes in USPP’s business following its acquisition, and because certain information is not currently ascertainable or accessible, and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information, nor can the Company accurately predict all the components of the applicable non-GAAP financial measures and reconciling adjustments thereto; accordingly, the corresponding GAAP measures may be materially different than the non-GAAP measures. Such forward-looking information is also subject to uncertainty and various risks, including those set forth in the risk factors discussed above, and there can be no assurance that any forecasted results or conditions will actually be achieved.
Company and Investor Contact
Priya Trivedi
ARKO Petroleum Corp.
investors@arkopetroleum.com
1 Based on APC’s total gallons distributed for the twelve-month period ended September 30, 2026.
2 Based on daily volume weighted average price of APC Class A common stock for the ten consecutive trading days immediately preceding the closing date.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did ARKO Petroleum pay for U.S. Petroleum Partners’ business?
APC paid approximately $200 million in cash, plus inventory value, and issued approximately 2.0 million Class A shares valued at approximately $30 million into escrow. The cash payment was financed through existing credit lines.
How much earnings and fuel volume does APC expect from the USPP acquisition?
APC expects the acquired business to contribute approximately $30 million of annualized Adjusted EBITDA and approximately 280 million gallons of annual fuel volume. The volume represents an approximately 14% increase relative to APC’s total gallons distributed for the twelve months ended September 30, 2026.
How do APC’s USPP acquisition escrow and additional-payment terms work?
The shares eligible for release from escrow, together with dividends earned on them, are subject to adjustment based on EBITDA-based financial targets for the 12-month period ending December 31, 2027. Results above those targets may increase the amount payable, with APC choosing whether to pay the increase in cash or Class A shares.