Current Report Filing (8-k)
May 06 2021 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 3, 2021
ARKO Corp.
(Exact Name
of registrant as specified in its charter)
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Delaware
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001-39828
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85-2784337
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(State of other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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8565 Magellan Parkway
Suite 400
Richmond,
Virginia 23227-1150
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (804) 730-1568
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, par value $0.0001 per share
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ARKO
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The Nasdaq Stock Market LLC
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Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50
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ARKOW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement
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On May 3, 2021, GPM Investments, LLC, a Delaware limited liability company (GPM), a subsidiary of ARKO Corp., a Delaware
corporation (the Company), entered into a standby real estate purchase, designation and lease program agreement (the Program Agreement) with Oak Street Real Estate Capital Net Lease Property Fund, LP
(Oak Street). Pursuant to the Program Agreement, Oak Street has agreed to purchase, subject to the conditions contained in the Program Agreement, up to $1.0 billion of convenience store and gas station real property,
including in connection with purchase agreements that GPM or an affiliate thereof, may from time to time enter into to acquire convenience stores and gas stations from third parties (each, a Property). Pursuant to the Program
Agreement, upon any acquisition of a Property by Oak Street, or an affiliate thereof, GPM, or an affiliate thereof, would enter into a triple-net lease agreement with Oak Street or such affiliate pursuant to
which GPM or such affiliate would lease such Property from Oak Street or such affiliate based upon commercial terms contained in the Program Agreement. The purchase price for any Property would similarly be subject to commercial terms agreed upon by
GPM and Oak Street in the Program Agreement.
The Program Agreement has a one-year term, during
which GPM may not sell or designate any Property pursuant to a sale-leaseback or similar transaction without first offering such Property to Oak Street in accordance with the terms and conditions of the Program Agreement. Certain Properties
specified by GPM are not subject to the foregoing right of first offer, and the Program Agreement does not obligate GPM to sell any Property, or acquire any property from a third party for purposes of its sale, to Oak Street, unless GPM elects, in
its sole discretion, to enter into a sale leaseback (or similar transaction) governed by the Program Agreement.
The foregoing description
of the Program Agreement is only a summary and is qualified in its entirety by reference to the full text of the Program Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated by reference in this Item 1.01.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Pursuant to Item 601(b)(10)(iv) of Regulation S-K, portions of this
exhibit have been omitted because the Company customarily and actually treats the omitted portions as private or confidential, and such portions are not material and would likely cause competitive harm to the Company if publicly disclosed. The
Company will supplementally provide a copy of an unredacted copy of this exhibit to the U.S. Securities and Exchange Commission or its staff upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ARKO CORP.
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By:
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/s/ Arie Kotler
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Name:
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Arie Kotler
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Title:
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President and Chief Executive Officer
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Date: May 6, 2021
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