Item 7.01 Regulation FD Disclosure.
On September 9, 2020 at 9:00 am ET, Haymaker Acquisition Corp. II (Haymaker), held a previously announced joint conference call (the
Conference Call) with ARKO Holdings Ltd. (Arko) and GPM Investments, LLC (GPM) to discuss a proposed business combination pursuant to which, among other things, ARKO Corp. (New Parent) will, directly
or indirectly, combine with Haymaker, GPM, and Arko (the Business Combination) in accordance with the terms of that certain business combination agreement, dated as of September 8, 2020 (the Business Combination
Agreement), by and among Haymaker, New Parent, Arko and the other parties thereto, and that certain equity purchase agreement, dated as of September 8, 2020 (the GPM Equity Purchase Agreement), by and among New Parent,
Haymaker, and certain minority investors of GPM.
Attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated into this Item 7.01 by reference is a transcript of the Conference Call. The Conference Call can be accessed by dialing (877)
407-3982, or for international callers, (201) 493-6780 and entering replay pin number: 13708312. A webcast of the Conference Call will be available at
www.haymakeracquisition.com. Copies of the Business Combination Agreement and GPM Equity Purchase Agreement were attached as Exhibit 2.1 and Exhibit 2.2, respectively. to Haymakers Current Report on
Form 8-K filed with the Securities and Exchange Commission (SEC) on September 9, 2020.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the Exchange Act), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act.
Additional Information
In connection with the proposed transactions, New Parent intends to file a registration statement on Form S-4, which
will include a prospectus with respect to New Parents securities to be issued in connection with the proposed transaction and a proxy statement with respect to Haymakers stockholder meeting to vote on the transaction (the Haymaker
proxy statement/prospectus), with the SEC. In addition, Arko will prepare a proxy statement (the Arko proxy), which will include the Haymaker proxy statement/prospectus as an exhibit thereto, to be filed with the Israel Securities
Authority (the ISA). New Parent, Haymaker, Arko, and GPM urge investors and other interested persons to read, when available, the Haymaker proxy statement/prospectus and the Arko proxy, as well as other documents filed with the SEC
and the ISA, because these documents will contain important information about the proposed transaction. When available, the Haymaker proxy statement/prospectus and other relevant materials for the proposed transaction will be mailed
to stockholders of Haymaker as of a record date to be established for voting on the proposed transaction. The Haymaker proxy statement statement/prospectus, once available, can be obtained, without charge, at the SECs web site
(http://www.sec.gov).
Participants in the Solicitation
Haymaker, Arko, New Parent, GPM and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of Haymaker stockholders in connection with the proposed transaction. Investors and securityholders may obtain more detailed information regarding the names, affiliations and interests of
Haymakers directors and officers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 19, 2020 and is available free of charge at
the SECs web site at www.sec.gov. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Haymakers stockholders in connection with the proposed transaction will be set forth
in the proxy statement/prospectus for the proposed transaction when available.
Forward Looking Statements
This Current Report includes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The expectations, estimates, and projections of the businesses of New Parent, Haymaker, Arko and GPM may differ from their actual results and consequently, you should not rely on these forward looking statements as
predictions of future events. Words such as expect, estimate, project, budget, forecast, anticipate, intend, plan, may, will,
could, should, believes, predicts, potential, continue, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
include, without limitation, expectations with respect to future performance including projected financial information (which is not audited or reviewed by our auditors) and anticipated financial impacts of the proposed transaction, the satisfaction
of the closing conditions to the proposed transaction, and the timing of the completion of the proposed transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are outside of the control of New Parent, Haymaker, Arko and GPM, and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements with