ARKO Petroleum Corp. Completes Acquisition of the Business of U.S. Petroleum Partners, LLC, Expected to Contribute Approximately $30 Million of Annualized Adjusted EBITDA

APC closes $230 million USPP deal, boosting fuel volumes by 14% and network by 400 sites.

What the company is saying

ARKO Petroleum Corp. (NASDAQ:APC) is announcing the completion of its acquisition of U.S. Petroleum Partners, LLC (USPP) as of November 10, 2026. The company frames this as a transformative step, emphasizing a 14% increase in trailing twelve-month fuel volumes and the addition of approximately 280 million gallons of annual fuel volume across 400 wholesale locations. The announcement highlights the acquisition of two fuel terminals in Michigan and Ohio, both connected to the Buckeye Pipeline, and a vehicle fleet that transports over 80% of USPP’s volumes. APC stresses the deal’s alignment with its strategy to expand fixed-margin and fee-based earnings, enhance cash flow, and create long-term shareholder value. Chairman, President, and CEO Arie Kotler is quoted as viewing the transaction as a scale and earnings power upgrade, and as a platform for further growth opportunities. The company also underlines disciplined capital allocation, noting the $200 million cash payment funded by credit lines, $30 million in shares held in escrow, and pro forma leverage expected to remain within its 3.0x–4.0x Net Debt/Adjusted EBITDA range.

What the data suggests

The acquisition adds approximately 280 million gallons of annual fuel volume, representing a 14% increase in APC’s trailing twelve-month volumes and expanding its wholesale network by about 400 locations. APC paid $200 million in cash plus $30 million in shares (2.0 million shares) held in escrow, with the share release and any further payment contingent on the acquired business meeting EBITDA-based targets for the 12 months ending December 31, 2027. The acquired assets include two fuel terminals and a fleet covering over 80% of USPP’s distributed volumes, increasing operational integration. APC expects the acquired business to contribute $30 million in annualized Adjusted EBITDA, but this is a forward-looking estimate with no historical or pro forma EBITDA or Discretionary Cash Flow figures disclosed for verification. The transaction is funded by debt, with pro forma Net Debt to Adjusted EBITDA expected in the 3.0x–3.5x range, within the stated 3.0x–4.0x policy. APC’s overall scale is now about 2.2 billion gallons supplied annually to 3,900 locations. The disclosure is detailed on transaction structure and operational impact, but lacks concrete post-close financials to substantiate projected earnings improvements.

Analysis

The announcement is generally positive in tone and details the completion of a significant acquisition, with clear disclosure of purchase price, asset scale, and operational expansion. However, several key benefits—such as the $30 million annualized Adjusted EBITDA contribution and enhanced Discretionary Cash Flow—are forward-looking projections rather than realised facts, with no historical or pro forma profitability figures provided for direct comparison. The transaction involves a large capital outlay ($200 million cash plus $30 million in shares), funded by debt, but the earnings impact is only expected and not yet demonstrated. The pro forma leverage ratio is given as an expected range, not an actual post-close figure. While the operational scale increase is realised, the financial uplift and synergy claims remain unproven until at least the end of 2027. The language around 'meaningful step-up in scale, earnings power, and long-term growth profile' and 'opportunities for further growth' inflates the narrative beyond what is currently evidenced.

Risk flags

• ●Integration risk is present, as APC must fully absorb USPP’s operations, terminals, and fleet to achieve projected synergies and operational efficiencies. Failure to integrate could delay or reduce expected EBITDA contributions.
• ●Financial risk arises from the $200 million cash outlay funded by debt, increasing leverage to an expected 3.0x–3.5x Net Debt/Adjusted EBITDA. If USPP underperforms, leverage could exceed the upper end of APC’s target range, pressuring balance sheet flexibility.
• ●Performance risk is embedded in the escrowed $30 million in shares and potential additional payments, which depend on USPP meeting EBITDA-based targets by December 2027. If targets are missed, sellers may receive less, but APC’s anticipated earnings uplift would also fall short.
• ●Disclosure risk exists because APC provides only projected, not actual, post-acquisition Adjusted EBITDA and Discretionary Cash Flow figures. Without concrete post-close financials, investors cannot independently verify the claimed earnings accretion.
• ●Market risk remains if fuel demand or margins weaken in the Great Lakes region, as the acquisition’s value is sensitive to macroeconomic and sector conditions that could affect throughput and profitability.

Bottom line

APC’s $230 million acquisition of USPP delivers an immediate 14% boost to fuel volumes and expands its wholesale network by 400 locations, with two new terminals and a major fleet enhancing vertical integration. The company expects $30 million in annualized Adjusted EBITDA from the acquired business, but this is a projection contingent on USPP’s performance through December 2027, with $30 million in shares held in escrow and further consideration possible if targets are exceeded. The deal is funded by debt, raising leverage to an expected 3.0x–3.5x Net Debt/Adjusted EBITDA, which remains within APC’s stated range but increases financial risk if synergies are delayed or under-delivered. The announcement is detailed on operational and transaction terms, but lacks actual post-close financials, so the earnings uplift remains unproven until future results are reported. Investors should focus on integration progress, USPP’s EBITDA delivery, and leverage trends over the next year. The key takeaway: scale and operational reach are now realized, but the financial upside is still to be demonstrated.

Announcement summary

(NASDAQ:APC) ARKO Petroleum Corp. announced the completion of its acquisition of the business of U.S. Petroleum Partners, LLC (USPP) on November 10, 2026. The acquisition adds approximately 280 million gallons of annual fuel volume across approximately 400 wholesale locations, representing an approximately 14% increase in APC’s trailing twelve-month fuel volumes. The acquired assets include two fuel terminals in Novi, Michigan and Toledo, Ohio, both connected to the Buckeye Pipeline system, and a fleet of vehicles transporting more than 80% of USPP’s distributed fuel volumes. APC paid approximately $200 million in cash at closing, plus the value of inventory, and issued approximately 2.0 million shares of APC Class A common stock valued at approximately $30 million to the sellers, to be held in escrow. The number of shares released from escrow, and any additional payment (in cash or shares), is subject to adjustment based on the acquired business achieving certain EBITDA-based financial targets for the 12-month period ending December 31, 2027. The cash portion of the purchase price was funded through borrowings under APC’s existing lines of credit. Pro forma for the acquisition, APC’s Net Debt to Adjusted EBITDA is expected to be in the range of 3.0x to 3.5x, within the company’s previously communicated leverage range of 3.0x to 4.0x. The acquired business is expected to contribute approximately $30 million of annualized Adjusted EBITDA and enhance APC’s Discretionary Cash Flow. The acquisition expands APC’s operations throughout Michigan, Ohio, and the Great Lakes region, deepens relationships with major fuel suppliers, and adds strategic, long-lived infrastructure assets. The transaction supports APC’s strategy to expand its fixed-margin and fee-based earnings profile and create opportunities for further growth. Arie Kotler, Chairman, President and Chief Executive Officer of ARKO Petroleum Corp., stated that the acquisition represents a meaningful step-up in scale, earnings power, and long-term growth profile, and that APC looks forward to working with the USPP team to evaluate additional growth opportunities. APC supplies approximately 2.2 billion gallons of fuel annually to approximately 3,900 locations in the United States and operates two fuel terminals.

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