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Combined Aggregation Accustomed to be Listed on the Nasdaq Banal Market



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Arie Kotler, CEO of ARKO and GPM, to Lead Accumulated Company

NEW YORK, July 13, 2020 (GLOBE NEWSWIRE) — Haymaker Accretion Corp. II (NASDAQ: HYAC) (“Haymaker”), a about traded appropriate purpose accretion company, ARKO Backing Ltd. (“Arko”), an Israeli accessible captivation aggregation (TASE: ARKO) and GPM Investments, LLC (“GPM” or the “Company”), appear today that they acquire entered into a letter of absorbed (“LOI”) for a business combination.  The business aggregate would aftereffect in 100% of both GPM and Arko accumulation with Haymaker with abundant rollover from absolute equityholders; currently Arko owns 68% of GPM and the absolute 32% is captivated by Davidson Kempner Basic Administration LP, funds managed by Ares Administration Corporation, and Harvest Partners SCF, L.P. 



Based in Richmond, VA, the Aggregation was founded in 2003 with 169 food and has, back ascendancy was acquired by Arko in 2011, developed through accretion to become a arch accessibility abundance abettor with 1,400 locations in 23 states comprised of 1,272 company-operated food and 128 added sites to which it delivers fuel.  GPM is the 7th better accessibility abundance alternation in the United States. The Aggregation operates in three segments: retail, which consists of ammunition and commodity sales to retail consumers; wholesale, which food ammunition to third-party dealers and assignment agents; and GPM Petroleum, which food ammunition to Aggregation food as able-bodied as absolute operators and aggregate purchasers.



Arie Kotler, Chief Controlling Officer of Arko and GPM, commented: “I am absolute aflame about this combination. We acquire a approved history of assisting advance and a clue almanac of active alliance opportunities. Accumulation with Haymaker as a Nasdaq-listed, pure-play abettor of accessibility food abundantly enhances our adeptness to assassinate our advance action in a large, growing, recession aggressive industry, while active amount for our accumulated shareholders.” 

Steven Heyer, CEO and Controlling Chairman of Haymaker, commented: “The proposed transaction with Arko and GPM meets all of the cardinal belief we developed for Haymaker. This is a abundant transaction at about $1.5 billion in action value, with a business that has scale, geographic assortment and cogent advance opportunities, led by Arie and a able administration aggregation with accessible bazaar experience. We intend to abide growing the GPM belvedere and to accompany cardinal initiatives accordingly with Arie, a accurate consolidator and operator. The anatomy of the proposed business aggregate is additionally ambrosial – we apprehend abiding institutional investors and administration to cycle over cogent disinterestedness at an adorable appraisal about to U.S.-listed peers.”

Highlights of the proposed transaction:

Details of the proposed transaction:Under the acceding of the LOI, the action amount of the accumulated aggregation is about $1.5 billion, implying ~9.0x estimated proforma 2021E Adjusted EBITDA.1  Haymaker and Arko will advertise added capacity apropos the proposed business aggregate back a absolute acceding is executed, which is accustomed to action in the third division of this year, with a closing advancing afore year end.

No assurances can be fabricated that the parties will auspiciously accommodate and access into a absolute agreement, or that the proposed transaction will be consummated on the acceding or timeframe currently contemplated, or at all. Any transaction would be accountable to lath and equityholder approval of all companies, authoritative approvals, and added accustomed conditions.

Raymond James & Associates, Inc. is confined as banking and basic markets advisor, Cantor Fitzgerald & Co. is confined as basic markets advisor, Stifel, Nicolaus & Company, Incorporated and Citigroup Global Markets Inc are confined as co-financial admiral and basic markets admiral and DLA Piper LLP (US), Gornitzky & Co., and Ellenoff Grossman & Schole LLP are confined as acknowledged admiral to Haymaker.  Greenberg Traurig, LLP and S. Friedman & Co. are acting as acknowledged admiral to Arko and GPM.

Investor Information:Haymaker and Arko acquire fabricated accessible a accompanying broker presentation with added abundant advice apropos the proposed transaction at www.haymakeracquisition.com. The broker presentation will additionally be furnished today to the United States Balance and Barter Commission (the “SEC”), which can be beheld at the SEC’s website at www.sec.gov.

About GPM and Arko: Based in Richmond, VA, the Aggregation was founded in 2003 with 169 food and has developed through accretion to become the 7th better accessibility abundance alternation in the United States, with 1,400 locations comprised of 1,272 company-operated food and 128 banker sites to which it delivers fuel, in 23 states. GPM operates in three segments: retail, which consists of ammunition and commodity sales to retail consumers; wholesale, which food ammunition to third-party dealers and assignment agents; and GPM Petroleum, which food ammunition to GPM food as able-bodied as a baby cardinal of absolute operators and aggregate purchasers.

Arko is the authoritative actor of GPM (owns ~68%) and, as allotment of the proposed transaction, the shares of Arko will be de-listed from Tel-Aviv banal exchange.  At the closing of its business aggregate with Haymaker, Arko will acquire no absolute absolute operating activities, income, or net assets.

About Haymaker:Haymaker is a $400 actor bare analysis aggregation formed for the purpose of entering into a merger, basic banal exchange, asset acquisition, banal purchase, about-face or agnate business aggregate with one or added businesses. Haymaker’s accretion and amount conception action is to identify, access and, afterwards its antecedent business combination, body a aggregation in the consumer, retail, media, or accommodation industries. Haymaker is led by Chief Controlling Officer and Controlling Chairman Steven J. Heyer, President Andrew R. Heyer, and Chief Banking Officer Christopher Bradley. For added advice about Haymaker, amuse appointment www.haymakeracquisition.com.

Additional Advice and Where to Find ItIf a absolute acceding is entered into in affiliation with the proposed business combination, Haymaker will adapt a proxy statement/prospectus (the “Haymaker proxy statement/prospectus”) to be filed with the SEC and mailed to Haymaker’s stockholders. In addition, Arko will adapt a proxy account (the “Arko proxy”), to be filed with the Israel Balance Authority (the “ISA”). Haymaker and Arko appetite investors and added absorbed bodies to read, back available, the Haymaker proxy statement/prospectus and the Arko proxy, as able-bodied as added abstracts filed with the SEC and the ISA, because these abstracts will accommodate important advice about the proposed business combination. Such bodies can additionally apprehend Haymaker’s Anniversary Report on Form 10-K for the budgetary year concluded December 31, 2019 (the “Haymaker Anniversary Report”), for a description of the aegis backing of its admiral and admiral and their corresponding interests as aegis holders in the cleanup of the affairs declared herein. The Haymaker proxy account statement/prospectus, already available, and Haymaker Anniversary Report can be obtained, after charge, at the SEC’s web armpit (https://www.sec.gov).

Participants in the SolicitationHaymaker, Arko and their corresponding directors, controlling admiral and added associates of their administration and employees, beneath SEC rules, may be accounted to be participants in the address of proxies of Haymaker stockholders in affiliation with the proposed business combination.Investors and aegis holders may access added abundant advice apropos the names, affiliations and interests of Haymaker’s admiral and admiral in its Anniversary Report on Form 10-K for the budgetary year concluded December 31, 2019, which was filed with the SEC on March 19, 2020. Advice apropos the bodies who may, beneath SEC rules, be accounted participants in the address of proxies to Haymaker’s stockholders in affiliation with the proposed business aggregate will be set alternating in the proxy statement/prospectus for the proposed business aggregate back available. Advice apropos the interests of Haymaker’s and Arko’s participants in the solicitation, which may, in some cases, be altered than those of Haymaker’s and Arko’s equityholders generally, will be set alternating in the proxy statement/prospectus apropos to the proposed business aggregate back it becomes available.

Forward-Looking Statements:This columnist absolution includes “forward-looking statements” aural the acceptation of the “safe harbor” accoutrement of the Private Balance Litigation Reform Act of 1995. The expectations, estimates, and projections of the businesses of Haymaker, Arko and GPM may alter from their absolute after-effects and consequently, you should not await on these advanced attractive statements as predictions of approaching events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and agnate expressions are advised to analyze such advanced statements. These advanced statements include, after limitation, expectations with account to approaching achievement including projected banking advice (which is not audited or advised by auditors) and advancing banking impacts of the proposed transaction, the achievement of the closing altitude to the proposed transaction, and the timing of the achievement of the proposed transaction. These advanced statements absorb cogent risks and uncertainties that could account the absolute after-effects to alter materially from the accustomed results. Best of these factors are alfresco of the ascendancy of Haymaker, Arko and GPM, and are difficult to predict. Factors that may account such differences include, but are not bound to: (1) the accident of any event, change or added affairs that could accord acceleration to the abortion of the negotiations and any consecutive absolute agreements with account to the proposed business combination, and the achievability that the acceding and altitude set alternating in any absolute agreements with account to the proposed business aggregate may alter materially from the acceding and altitude set alternating in the appellation sheet, (2) the aftereffect of any acknowledged affairs that may be instituted adjoin the parties afterward the advertisement of the proposed business aggregate and any absolute agreements with account thereto; (3) the disability to complete the proposed transaction, including due to abortion to access approval of the stockholders of Haymaker and Arko or added altitude to closing; (4) the appulse of the COVID-19 communicable on (x) the parties’ adeptness to accommodate and able the proposed business aggregate and (y) the business of Arko, GPM, and the accumulated company; (5) the cancellation of an unsolicited action from addition affair for an another business transaction that could baffle with the proposed transaction; (6) the disability to access or advance the advertisement of the post-acquisition company’s accustomed banal on Nasdaq afterward the proposed transaction; (7) the accident that the proposed transaction disrupts accustomed affairs and operations as a aftereffect of the advertisement and cleanup of the proposed transaction; (8) the adeptness to admit the advancing allowances of the proposed transaction, which may be afflicted by, amid added things, competition, the adeptness of the accumulated aggregation to abound and administer advance profitably and absorb its key employees; (9) costs accompanying to the proposed transaction; (10) changes in applicative laws or regulations; (11) the appeal for GPM’s, and the accumulated company’s casework calm with the achievability that Arko, GPM or the accumulated aggregation may be abnormally afflicted by added economic, business, and/or aggressive factors; (12) the abortion of GPM to able any awaiting acquisitions; (13) risks and uncertainties accompanying to Arko’s business, including, but not bound to, changes in petroleum prices, the appulse of competition, ecology risks, restrictions on the auction of alcohol, cigarettes, vaping articles and added tobacco articles and increases in their prices, annex on suppliers, increases in ammunition adeptness and appeal for another fuels for electric vehicles, abortion by absolute alien operators to accommodated their obligations, accretion and affiliation risks, and bill barter and absorption ante risks; and (14) added risks and uncertainties included in (x) the “Risk Factors” sections of the best contempo Anniversary Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC by Haymaker and (y) added abstracts filed or to be filed with the SEC by Haymaker and the ISA by Arko. The above account of factors is not exclusive. You should not abode disproportionate assurance aloft any advanced statements, which allege alone as of the date made. Haymaker, Arko, and GPM do not undertake or acquire any obligation or adventure to absolution about any updates or revisions to any advanced statements to reflect any change in their expectations or any change in events, conditions, or affairs on which any such account is based.

No Action or SolicitationThis columnist absolution shall not aggregate a address of a proxy, consent, or allotment with account to any balance or in account of the proposed transaction. This columnist absolution shall additionally not aggregate an action to advertise or the address of an action to buy any securities, nor shall there be any auction of balance in any states or jurisdictions in which such offer, solicitation, or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction. No alms of balance shall be fabricated except by agency of a announcement affair the requirements of Section 10 of the Balance Act of 1933, as amended.

Non-GAAP Banking MetricsThis columnist absolution includes non-GAAP banking measures for the Aggregation which do not accommodate to SEC Regulation S-X in that it includes banking advice (such as EBITDA and Adjusted EBITDA) not acquired in accordance with U.S. about accustomed accounting attempt (“GAAP”). The Aggregation believes that the presentation of non-GAAP measures provides advice that is advantageous to investors as it indicates added acutely the adeptness of the Aggregation to accommodated basic amount and alive basic requirements and provides an added apparatus for investors to use in evaluating advancing operating after-effects and trends. You should analysis the Company’s audited and acting banking statements, which will be presented in the Haymaker proxy statement/prospectus (defined beneath Added Advice and Where to Find It), and not await on any distinct banking admeasurement to appraise its business. Added companies may account EBITDA, Adjusted EBITDA and added non-GAAP measures differently, and accordingly the Company’s EBITDA, Adjusted EBITDA and added non-GAAP measures may not be anon commensurable to analogously blue-blooded measures of added companies.

Investor ContactFarah Soi, CFA(203) [email protected]

Media ContactKeil Decker(646) [email protected]

1 2021E Adjusted EBITDA is affected as EBITDA (i) additional accretion costs, non-cash rent, accompaniment authorization taxes, losses on disposals of assets and added non-recurring items, and (ii) beneath assets on disposals of assets. Assumes closing of signed, awaiting acquisitions and beheading of added advance initiatives.

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Last Updated: July 14th, 2020 by admin
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