Debt |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | 3. Debt The components of debt were as follows:
M&T Bank Credit Agreement In connection with the consummation of the IPO, on February 11, 2026, the ARKO Parent credit agreement with M&T Bank (the “M&T Credit Agreement”) was amended to remove the Company’s subsidiaries as borrowers or guarantors thereunder, and the Company’s assets that previously served as collateral under the M&T Credit Agreement were released from M&T’s security interest. ARKO Parent Related Party Notes On February 13, 2026, the Company entered into subordinated, unsecured promissory notes (the “ARKO Parent Notes”) with subsidiaries of ARKO Parent in an aggregate principal amount of $14.9 million which equaled the portion of the debt under the M&T Credit Agreement attributable to the Business. The material terms of the ARKO Parent Notes mirror those contained in the M&T Credit Agreement; provided that the ARKO Parent Notes have a 15-year term. The ARKO Parent Notes are intended to reflect the economics of, and align the Company’s payment obligations with, the portion of the indebtedness outstanding under the M&T Credit Agreement that is attributable to the Business. Financing Agreement with PNC Bank, National Association (“PNC”) ARKO Parent and certain subsidiaries (including certain of the Company’s subsidiaries) have financing arrangements with PNC that provide secured revolving credit facilities for purposes of financing working capital. Prior to the IPO, ARKO Parent maintained a single secured revolving credit facility with PNC (the “ARKO Parent PNC Line of Credit” and the credit agreement related thereto, the “ARKO Parent PNC Credit Agreement”). In connection with the consummation of the IPO, the ARKO Parent PNC Credit Agreement was separated into two distinct credit facilities. The ARKO Parent PNC Credit Agreement was amended and restated to, among other things, remove the Company’s subsidiaries as co-borrowers from the ARKO Parent PNC Credit Agreement. Concurrently, certain of the Company’s subsidiaries entered into a separate amended and restated credit agreement with PNC (the “PNC Credit Agreement”) providing for a secured revolving credit facility (the “PNC Line of Credit”) with substantially similar terms as those under the ARKO Parent PNC Line of Credit; provided that the aggregate principal amount available under the ARKO Parent PNC Line of Credit is up to $56 million, and the PNC Line of Credit is up to $84 million, for total aggregate availability of $140 million which was the aggregate principal availability under the ARKO Parent PNC Line of Credit prior to the IPO. The PNC Credit Agreement, among other carveouts, permits distributions to the Company for purposes of making dividends provided that no event of default shall have occurred thereunder and the borrowers have “Undrawn Availability” and “Average Undrawn Availability” (in each case, as defined in such agreement) of not less than 20% of the Maximum Revolving Advance Amount (as defined in such agreement). The maturity date for the PNC Line of Credit is the earliest of: (i) February 13, 2031, (ii) the date that is six months prior to the maturity date of the Senior Notes (as defined in Note 11) or any permitted refinancing thereof, subject to certain conditions, and (iii) the date that is six months prior to the maturity date of the Capital One Line of Credit. As of March 31, 2026, there were no borrowings under the PNC Line of Credit. The PNC Line of Credit contains customary restrictive covenants and events of default. Financing Agreement with a Syndicate of Banks led by Capital One, National Association GPMP has a revolving credit facility with a syndicate of banks led by Capital One, National Association, in an aggregate principal amount of up to $800 million (as amended, the “Capital One Line of Credit”). At GPMP’s request, the Capital One Line of Credit can be increased up to $1.0 billion, subject to obtaining additional financing commitments from current lenders or from other banks, and subject to certain terms as detailed in the Capital One Line of Credit. The Capital One Line of Credit is available for general GPMP purposes, including working capital, capital expenditures and permitted acquisitions. The Capital One Line of Credit matures on May 5, 2028. On January 13, 2026, GPMP entered into an amendment to the Capital One Line of Credit, and has since used $206.7 million of the net proceeds from the IPO to repay indebtedness outstanding under the Capital One Line of Credit. The Company and certain of its subsidiaries entered into certain pledge and security agreements whereby the Capital One Line of Credit is secured by GPME’s interest in, and proceeds from, the Company’s agreements with ARKO Parent and the Company’s fuel supply agreements with certain of its fuel supply partners and a pledge of the Company’s equity interests in GPMP. |
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