Quarterly report pursuant to Section 13 or 15(d)

Potential Acquisition

Potential Acquisition
3 Months Ended
Mar. 31, 2022
Business Combinations [Abstract]  
Potential Acquisition

12. Potential Acquisition

On February 18, 2022, the Company entered into a purchase agreement with Quarles Petroleum, Inc. (“Quarles”), pursuant to which Quarles has agreed to sell to the Company certain assets, including:

121 proprietary Quarles-branded cardlock sites and management of 64 third party cardlock sites for fleet fueling operations; and
49 independent dealer locations, including certain lessee-dealer sites.

The total consideration for the transaction as set forth in the purchase agreement is approximately $170 million plus the value of inventory on the closing date. The Company intends to finance from its own sources approximately $40 million of the purchase price plus the value of inventory on the closing date and Oak Street Real Estate Capital Net Lease Property Fund, LP (“Oak Street”), pursuant to a standby real estate purchase, designation and lease program agreement (the “Program Agreement”), has agreed to pay the remaining approximately $130 million of consideration for the fee simple ownership in 39 sites. At the closing, pursuant to the Program Agreement, the Company plans to amend one of its master leases with Oak Street to add the sites Oak Street has agreed to acquire in the transaction under customary lease terms.

The closing of the transaction is subject to fulfillment of customary conditions precedent and the completion of various transition planning matters. The Company currently expects the closing to occur late in the second quarter or early in the third quarter of 2022. There is no certainty that the transaction will close.