ARKO Petroleum (APC) Acquisition presentation summary

Acquisition overview

• Agreement to acquire U.S. Petroleum Partners, LLC (USPP) for $205 million in cash plus inventory, with an additional $30 million in Class A common stock held in escrow, subject to EBITDA-based earn-out targets.

• USPP operates in wholesale distribution, fuel terminals, and transportation, distributing approximately 280 million gallons annually across 400+ dealer locations.

• Acquisition expected to increase total gallons distributed by 14%, expand to over 2,500 wholesale sites, and add two fuel terminals and an integrated fleet.

• Transaction expected to close later in 2026, funded by existing lines of credit with $710 million undrawn capacity as of June 30, 2026.

• Pro-forma leverage (Net Debt/Adjusted EBITDA) expected in the 3.0x–3.5x range post-closing.

Strategic rationale and expected benefits

• Acquisition will expand geographic presence in the Great Lakes region and strengthen relationships with major fuel suppliers.

• Enhances vertical integration by adding long-lived terminal assets and expanding transportation capabilities.

• Diversifies earnings base with fee-based and contracted cash flows, leveraging terminal capacity for incremental margin.

• Expected to add approximately $30 million in annualized Adjusted EBITDA and enhance Discretionary Cash Flow.

• Supports long-term shareholder returns and creates opportunities for future EBITDA growth through synergies and expansion.

USPP business and asset overview

• Vertically integrated fuel distribution business headquartered in the Great Lakes region, with two terminals in Detroit and Toledo.

• Terminals offer over 50% available capacity and are located on the Buckeye pipeline, providing access to multiple fuel products.

• Integrated fleet delivers over 80% of distributed fuel volumes, supporting operational efficiency.

• Wholesale and dealer gallons are under long-term supply agreements, underpinning stable, fee-based earnings.

• Terminal assets are high-quality, well-maintained, and require minimal maintenance capex.