RICHMOND, Va. — GPM Investments LLC and its Israel-based controlling shareholder Arko Holdings Ltd. have signed a definitive agreement with Haymaker Acquisition Corp. II, a publicly traded special purpose acquisition company, to form a new, publicly traded company called Arko. Shares of Arko Holdings will be de-listed from the Tel-Aviv stock exchange, and Arko will be listed on Nasdaq in the United States under the ticker symbol ARKO.
The parties expect the business combination, pending shareholder approval, to close in fourth-quarter 2020.
Upon completion of the transaction, the company expects adjusted 2020 EBITDA to be approximately 1.7x. It anticipates that the combined company will have an equity market capitalization at closing of approximately $1.4 billion. It expects total enterprise value, pending the acquisition of Empire Petroleum Partners LLC, to be approximately $2 billion, or approximately 9x GPM’s estimated 2021 adjusted EBITDA.
“We are excited to reach a larger global audience through the pending business combination with Haymaker and subsequent listing on the Nasdaq Stock Market,” said Arie Kotler, CEO of Arko and GPM. “We have an established platform for identifying and integrating successful acquisitions in the growing, fragmented and historically recession resilient convenience-store industry as well as attractive organic sales and profitability drivers. This transaction provides us with increased liquidity and access to the broader capital markets, enabling us to continue to execute on our proven growth strategy as we expand our network of convenience stores across the United States.”
Kotler, along with current GPM management, will lead the new company.
“Given that our business has grown tremendously and right now all of our assets are in the U.S., we have decided to de-list the company and move to Nasdaq,” Kotler told CSP Daily News.
Based in Richmond, Va., GPM was founded in 2003 with 169 stores, and it has grown through acquisition to become a major convenience-store operator, with 1,393 locations in 23 states—1,266 company-operated stores and an additional 127 sites to which it supplies fuel. Its c-store brands are Fas Mart, Shore Stop, Scotchman, BreadBox, Young's, Li'l Cricket, Next Door Store, Village Pantry, Apple Market, Jiffi Stop, Admiral, Roadrunner Markets, Jiffy Food Marts, E-Z Mart, 1 Stop, TownStar, RStore, Mad Max, Baltus and Jetz.
“We are planning on keeping all of our community brands underneath our [new] company,” Kotler said. Arko will have a new logo and a new slogan: “A family of community brands.”
And the new ownership restructuring will allow the convenience-store owner and operator to speed up its already aggressive growth. “We are coming out of this merger with a lot of cash on hand to continue our growth strategy, and at the same time, we are planning on starting a remodel program in our stores in all of the towns that we do business,” said Kotler. “We have a very strong balance sheet and a lot of liquidity. We’re going to continue to grow through acquisition. We did 17 of them in the last seven years, and given our size, we are going to continue. We’re not going to stop anytime soon.
The company plans to invest more than $300 million in 360 stores over the next five years, he said. The company is already working on prototypes, although the COVID-19 pandemic and changing consumer habits may alter those designs, said Kotler.
Raymond James & Associates Inc. is serving as lead financial and capital markets advisor. Nomura Securities International Inc., Stifel, Nicolaus & Co. Inc., BMO Capital Markets Corp., and Citigroup Global Markets Inc. are serving as financial advisors and capital markets advisors to New York-based Haymaker. Cantor Fitzgerald & Co. is serving as capital markets advisor to Haymaker and Morgan Stanley & Co. LLC is serving as financial and capital markets advisor to Arko. DLA Piper LLP (US), Gornitzky & Co., and Ellenoff Grossman & Schole LLP are serving as legal advisors to Haymaker. Greenberg Traurig LLP and S. Friedman & Co. are acting as legal advisors to Arko.
Meanwhile, GPM anticipates closing the deal announced in December 2019 to acquire the wholesale fuel distribution operations and retail assets of Empire Petroleum in the beginning of fourth-quarter 2020. Dallas-based Empire No. 91 on CSP’s 2020 Top 202 ranking of c-store chains by size. The acquisition will expand the operations of growth-oriented GPM into 10 new states and add more than 225 controlled locations, including 77 retail sites.
“We’re moving right now with the Empire acquisition from 23 states to 33 states plus the District of Columbia,” Kotler said. The company now covers “more than 50% of the United States,” he said. “We’ve really grown through acquisition state by state.”
GPM and Empire agreed to divest seven retail fuel assets in gasoline and diesel fuel markets across four states to settle Federal Trade Commission (FTC) charges that the proposed deal would violate federal antitrust law.