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Acquisitions
3 Months Ended
Jul. 31, 2024
Business Combinations [Abstract]  
Acquisitions Acquisitions
On July 25, 2024, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with (a) Fikes Wholesale, Inc., a Texas corporation (“Fikes”), (b) Group Petroleum Services, Inc., a Texas corporation (“GPS” and together with Fikes, the “Seller Companies”), and (c) certain other parties thereto. Pursuant to the terms of the Purchase Agreement, the Company will acquire at closing 100% of the equity of the Seller Companies, for an aggregate purchase price in cash of $1,145,000, subject to customary post-closing adjustments.
The Company's acquisition of the Seller Companies will include 198 retail stores and a dealer network. The acquisition will bring 148 additional stores to Texas, as well as 50 stores in Alabama, Florida, and Mississippi. In addition to the retail stores and dealer locations, the transaction includes a fuel terminal and a commissary to support the Texas stores.
The closing of the acquisition is conditioned upon the satisfaction of customary closing conditions, including, among others: (1) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (2) the accuracy of the representations and warranties of each party to the Purchase Agreement as of the closing; (3) the performance in all material respects by the parties of their respective covenants under the Purchase Agreement; and (4) in the case of the Seller Companies, the absence of any material adverse effect since the date of the Purchase Agreement.
The Company intends to finance the proposed transaction with a combination of cash on hand and external financing.