On April 14, 2020, we closed on an asset purchase agreement (“Asset Purchase Agreement”) with the sellers (“Sellers”) signatories thereto, including certain entities affiliated with the Topper Group that are under common control with the Partnership. Pursuant to the Asset Purchase Agreement, we expanded the retail operations of the Partnership by 169 sites (154 company operated sites and 15 commission sites) through a combination of (1) entering into new leasing arrangements with related parties as the lessee for 62 sites and (2) terminating contracts where we were previously the lessor and fuel supplier under dealer arrangements for 107 sites which, as a result of the Asset Purchase Agreement, are now company operated sites. As a result of the Asset Purchase Agreement, we have expanded our wholesale fuel distribution by 110 sites, including 53 third-party wholesale dealer contracts, and supply of the 62 newly leased sites.

The Asset Purchase Agreement provided for an aggregate consideration of $36 million, exclusive of inventory and in-store cash, with approximately $21 million paid in cash and 842,891 newly-issued common units valued at $15 million and calculated based on the volume weighted average trading price of $17.80 per common unit for the 20-day period ended on January 8, 2020, five business days prior to the announcement of the transaction. The 842,891 common units were issued to entities controlled by Joseph V. Topper, Jr. The cash portion of the purchase price was financed with borrowings under our credit facility.

In connection with the closing of the transactions contemplated under the Asset Purchase Agreement, we assumed certain contracts with third parties and affiliates necessary for the continued operation of the sites, including agreements with dealers and franchise agreements. Further, we have entered into customary triple-net ten-year master leases as lessee with certain affiliates of the Topper Group, with an aggregate annual rent of $8.1 million payable by the Partnership. See Note 15 for additional information on our operating leases as lessee.

In connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, our contracts with certain Sellers, including DMS, were terminated and such entities are no longer customers or lessees of the Partnership. As a result, $8.0 million of the purchase price was accounted for as a loss on lease terminations during 2020. In addition, we wrote off $3.1 million in deferred rent income related to these same leases, also recorded as a loss on lease terminations during 2020.

In addition, the parties performed Phase I environmental site assessments with respect to certain sites. The Sellers agreed to retain liability for known environmental contamination or non-compliance at certain sites, and the Partnership agreed to assume liability for unknown environmental contamination and non-compliance at certain sites.

Further, the Asset Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by Sellers and the Partnership, respectively, to each other. The indemnification obligations must be asserted within 18 months of the closing and are limited to an aggregate of $7.2 million for each party.

The terms of the Asset Purchase Agreement were approved by the independent conflicts committee of the Board.

Certain of the Sellers are under common control with the Partnership and thus assets acquired from such entities were recorded at carryover basis with an adjustment to equity pursuant to ASC 805-50. We recorded the following to reflect the acquisition (in thousands, except unit price):

	Common		Not Common
	Control		Control		Total
Common units issued		842,891		—		842,891
Common unit price	$	10.73		—	$	10.73
Value of common units issued		9,044		—		9,044
Purchase price paid in cash		1,785		34,447		36,232
Total purchase price		10,829		34,447		45,276
Portion of purchase price allocated to loss on lease terminations		—		7,988		7,988
Net purchase price allocable to net assets acquired		10,829		26,459		37,288

Inventory		2,086		13,605		15,691
Property and equipment, net		2,139		13,648		15,787
Right-of-use assets, net		17,330		37,215		54,545
Intangible assets, net		2,646		690		3,336
Total assets	$	24,201	$	65,158	$	89,359

Current portion of operating lease obligations	$	2,216	$	5,210	$	7,426
Operating lease obligations, less current portion		15,114		32,005		47,119
Deferred income taxes		89		—		89
Asset retirement obligations		614		1,328		1,942
Other long-term liabilities		214		156		370
Total liabilities	$	18,247	$	38,699	$	56,946
Net assets acquired	$	5,954	$	26,459	$	32,413

Contribution to equity for excess of net assets acquired from entities under common control over portion of purchase price paid in cash	$	4,169			$	4,169