ARKO Corp. to Acquire TA Subsidiaries for $100M

TL;DR

ARKO buying TA subs for $100M, closing Q3.

AI Summary

ARKO Corp. announced on June 6, 2024, that it has entered into a definitive agreement to acquire 100% of the outstanding equity interests of certain subsidiaries of TravelCenters of America Inc. for approximately $100 million. This acquisition is expected to close in the third quarter of 2024 and will be financed through a combination of cash on hand and a new revolving credit facility.

Why It Matters

This acquisition significantly expands ARKO Corp.'s footprint in the travel center industry, potentially leading to increased revenue and market share.

Risk Assessment

Risk Level: medium — The acquisition involves significant financial commitment and integration risks, and its success depends on achieving projected synergies.

Key Numbers

• $100 million — Acquisition Price (Total cost for the subsidiaries of TravelCenters of America Inc.)

Key Players & Entities

• ARKO Corp. (company) — Acquiring company
• TravelCenters of America Inc. (company) — Target company's parent
• 100 million (dollar_amount) — Acquisition price
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share ARKO The Nasdaq
• $11.50 — of Common Stock at an exercise price of $11.50 ARKOW The Nasdaq Stock Market LLC

Filing Documents

• arko-20240606.htm (8-K) — 86KB
• img27457796_0.jpg (GRAPHIC) — 28KB
• 0000950170-24-069861.txt ( ) — 307KB
• arko-20240606.xsd (EX-101.SCH) — 45KB
• arko-20240606_htm.xml (XML) — 6KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its 2024 Annual Meeting of Stockholders on June 6, 2024 (the "Annual Meeting"). The final voting results for the proposals submitted to a vote of the Company's stockholders at the Annual Meeting are as follows: Proposal 1: Election of five directors to the Board to hold office until the Company's 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: Votes Votes Broker Director For Withheld Non-Votes Michael J. Gade 68,145,719 21,231,734 11,194,601 Andrew R. Heyer 59,809,293 29,568,160 11,194,601 Steven J. Heyer 69,986,385 19,391,068 11,194,601 Laura Shapira Karet 68,407,575 20,969,878 11,194,601 Arie Kotler 72,877,291 16,500,162 11,194,601 Proposal 2: Approval of a non-binding advisory resolution approving the compensation of the Company's named executive officers as disclosed in the Company's 2024 Proxy Statement for the Annual Meeting: Votes Votes Broker For Against Abstentions Non-Votes 72,288,026 16,972,305 117,122 11,194,601 Proposal 3: Approval of the amendment to the 2020 Plan to increase the number of shares of common stock available for awards thereunder from 12,413,166 to 23,770,000: Votes Votes Broker For Against Abstentions Non-Votes 68,973,461 20,285,012 118,980 11,194,601 Proposal 4: Ratification of the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for the 2024 fiscal year: Votes Votes Broker For Against Abstentions Non-Votes 100,326,307 216,911 28,836 — Proposal 5: Stockholder proposal to have an independent board chairman: Votes Votes Broker For Against Abstentions Non-Votes 21,290,898 68,060,506 26,049 11,194,601 No other matters were considered or voted upon at the Annual Meeting.

SIGNATURES

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. ARKO CORP. Date: June 6, 2024 By: /s/ Arie Kotler Name: Title: Arie Kotler President, Chief Executive Officer and Chairman of the Board

View Full Filing

View this 8-K filing on SEC EDGAR