ARKO CORP. : Conclusion of a material definitive agreement, termination of a material definitive arrangement, financial statements and supporting documents (Form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

Note Purchase contract

At October 14, 2021, ARKO Corp., a Delaware company (the “Company”), has entered into a ticket purchase agreement (the “Purchase Agreement”) with certain of the Company’s wholly domestic subsidiaries (the “Guarantors”), and BofA Securities, Inc., as a representative of the several initial purchasers named therein (the “initial purchasers”). In accordance with the Purchase Agreement, the Company has agreed to sell, and the Initial Buyers have agreed to purchase, under the terms and subject to the conditions contained in the Purchase Agreement, $ 450.0 million total principal amount of 5.125% Senior Bonds due 2029 (the “Bonds”). Ticket issuance and sale is expected to end on
21 October 2021 (the “Closing Date”), subject to customary closing conditions. Upon completion of the closing of the Notes, the Notes would be secured, on a senior unsecured basis, by all of the Guarantors.

On the closing date, the Company intends to use the net proceeds from the issuance and sale of the Notes to fully repay the approximate amount. $ 223 million
outstanding debt under the Ares credit agreement (as defined in section 1.02 of this current report on Form 8-K) with Ares Capital Corporation, to repay certain other debts under its other credit facilities senior warranties and general corporate purposes.

The purchase contract contains the usual declarations, guarantees and agreements of the parties. In addition, the Company and the Guarantors have agreed to indemnify the Original Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Notes have not been registered under the Securities Act or any state securities law and may not be offered or sold in United States lack of registration under the Securities Act or an applicable exemption from registration requirements. This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy securities and does not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be illegal.

Amendments to existing credit agreements

PNC credit agreement

At October 14, 2021, the wholly owned subsidiary of the Company, GPM Investments, LLC, a Delaware limited liability company (“GPM”) entered into a fifth addendum (the “Fifth addendum”) to its revolving credit agreement, dated February 28, 2020, by and among GPM, and certain of its subsidiaries as borrowers and guarantors, the lenders from time to time parties thereto and PNC Bank, National Association (“PNC”), as lender and as agent (as amended, the “PNC Credit Agreement”). In accordance with its terms, the Fifth Amendment will enter into force essentially at the same time as, and is conditional, among other things, on the issue and sale of the Bonds and the full repayment of the Company’s obligations under the Ares Credit Agreement. .

Upon entry into force, the Fifth Amendment will modify the PNC credit agreement to (i) allow the Company to issue the Notes and GPM and some of the other guarantors to secure the Notes, (ii) modify some of the covenants, including the debt commitment, the investment commitment, the restricted payment commitment and the lower ranking debt payment commitment, within the framework of the authorization of the notes and transactions contemplated by the contract of purchase, (iii) remove references to the Ares credit agreement and (iv) limit the collateral given as collateral under the PNC Credit Agreement to a first priority lien only on receivables, inventory and accounts receivable. deposit.

The Company has neither incurred any additional debt nor received any proceeds under the Fifth Amendment.

M&T credit agreement

At October 14, 2021, GPM has entered into an amendment to each (i) of the Amended, Restated and Consolidated Second Credit Agreement dated June 24, 2021 (the “M&T Credit Agreement”), by and between GPM, certain of its subsidiaries as co-borrowers and M&T Bank (such an amendment, the “Modification of the M&T Credit Agreement”) and (ii) the second agreement – modified and updated commitment framework, dated June 24, 2021 (the “M&T Engagement Agreement”), by and between GPM and M&T Bank (the “M&T Principal Commitment Agreement Amendment” and, together with the M&T Credit Agreement Amendment, the “M&T Amendments”). In accordance with their respective conditions, the modifications of M&T will come into force essentially at the same time and are conditional, among other things, on the issue and sale of the tickets, the entry into force of the Fifth Amendment and the full repayment of the obligations. of the Company under the Ares Credit Agreement.

Upon entry into force, the M&T Amendments will amend the M&T Credit Agreement and the M&T Undertaking Agreement to (i) allow the Company to issue the Notes and GPM and certain of the other guarantors to secure the Notes, ( ii) modify and introduce certain definitions in connection with authorizing the notes and transactions contemplated by the purchase contract and (iii) delete the references to the Ares credit contract.

The Company has neither incurred any additional debt nor received any proceeds in connection with the M&T Amendments.

The foregoing description of the Purchase Agreement, Fifth Amendment and M&T Amendments is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, Fifth Amendment, Amendment to M&T credit agreement and the M&T framework agreement. Amendments to the Agreement, which are filed as Exhibit 1.1, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 of this current report on Form 8-K and incorporated by reference in this Item 1.01.

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Article 1.02. Termination of an important definitive agreement.

In connection with the issuance and sale of Notes as described in Section 1.01 of this current report on Form 8-K, on ​​the Closing Date, the Company will repay all obligations under this Credit Agreement in full, concluded on February 28, 2020, with GPM as borrower, Ares Capital Corporation (“Ares”) as administrative agent, certain of the subsidiaries of GPM which are parties to it and certain other lenders affiliated with Ares which are party to it (the “Credit Agreement Ares ”).

A description of the material terms of the Ares credit agreement is contained under the heading “Credit facilities-Ares credit agreement” contained in part I Point 7 of the Company’s annual report on Form 10-K for the financial year ended.
December 31, 2020 deposited with the Security and Trade Commission to March 25, 2021, the description of which is incorporated by reference in this section 1.02 of this current report on Form 8-K.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.




Exhibit Number      Description

1.1                   Purchase Agreement, dated October 14, 2021.

10.1                  Fifth Amendment to Third Amended, Restated and Consolidated
                    Revolving Credit and Security Agreement, dated October 6, 2020,
                    by and among GPM Investments, LLC and certain of its
                    subsidiaries as other borrowers and guarantors thereto, the
                    lenders party thereto and PNC Bank, National Association.

10.2                  Amendment to Second Amended, Restated and Consolidated Credit
                    Agreement, dated June 24, 2021, by and among GPM Investments,
                    LLC, and the other borrowers party thereto and M&T Bank.

10.3                  Amendment to Second Amended and Restated Master Covenant
                    Agreement, dated June 24, 2021, by and between GPM Investments,
                    LLC and M&T Bank.

104                 Cover Page Interactive Data File (embedded within the Inline
                    XBRL document)

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