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
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.
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
Amendments to existing credit agreements
PNC 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
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.
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
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.
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, LLCand 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, LLCand M&T Bank. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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