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Subsequent Events | 6 Months Ended
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Jun. 30, 2026
Subsequent Events [Abstract] |
Subsequent Events | 14. Subsequent Events Potential Acquisition On August 4, 2026, APC entered into an asset purchase agreement (the “Purchase Agreement”) with certain affiliates of U.S. Petroleum Partners, LLC (“USPP”), a vertically integrated fuel supply and distribution platform headquartered in Royal Oak, Michigan and serving customers throughout the Great Lakes region, pursuant to which USPP has agreed to sell to APC substantially all of its assets (the “Acquired Business”), and APC will assume from USPP certain liabilities in respect of the Acquired Business. The Acquired Business includes: • The right to supply fuel to more than 400 dealer locations; • Two fuel terminals in Novi, Michigan and Toledo, Ohio connected to the Buckeye Pipeline system; and • A fleet of more than 50 transportation trucks and trailers. The total consideration for the transaction at closing as set forth in the Purchase Agreement consists of approximately $205 million in cash plus the value of inventory at closing, and $30 million in APC’s Class A common stock (the “Consideration Shares”), which will be held in escrow until the True-Up Date (as defined below). APC expects to finance the cash consideration through borrowings under its existing lines of credit. Subject to the Acquired Business achieving certain EBITDA-based financial targets for the 12-month period ending on the 12-month anniversary of the last day of the calendar quarter during which the closing occurs (the “True-Up Date”), some or all of the Consideration Shares, together with dividends payable on the Consideration Shares (the “Earn-Out Payment”) may be payable to USPP. The Earn-Out Payment is subject to adjustments, including in some instances recoupment of up to $5.0 million of the cash consideration payable at closing, if the Acquired Business does not achieve $31.7 million of EBITDA and $2.2 million of EBITDA generated by certain fuel related components, both as defined in the Purchase Agreement. Additionally, the payment to USPP at the True-Up Date may increase (payable in cash or shares of APC Class A Common Stock, at APC’s election), based on the Acquired Business achieving results greater than such financial targets. The Consideration Shares and any shares of APC Class A Common Stock issued in respect of the Earn-Out Payment will be valued based on the daily volume weighted average price of the APC Class A common stock for the ten consecutive trading days immediately preceding the applicable date requiring the issuance thereof. A portion of the Earn-Out Payment will remain in escrow for a period of 18-months post-closing to satisfy USPP’s indemnification obligations under the Purchase Agreement, if any. Any Consideration Shares, together with all dividends payable on the Consideration Shares, held in escrow and not ultimately payable to USPP in accordance with the Purchase Agreement will be returned to APC. The Purchase Agreement additionally provides for the payment of consideration to USPP if APC, in its sole discretion and on terms acceptable to APC, pursues and acquires certain businesses identified by USPP, none of which potential acquisitions is currently probable. Pursuant to the Purchase Agreement, APC has agreed to prepare and file a registration statement with the SEC, registering for resale by USPP shares of APC Class A common stock issued to USPP under the Purchase Agreement. The closing of the transaction is subject to fulfillment of customary closing conditions, including the absence of legal restraints and the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Each party’s obligation to consummate the transaction is also subject to the accuracy of the representations and warranties of the other parties (subject to certain exceptions) and the performance in all material respects of the other parties’ respective covenants under the Purchase Agreement. The Purchase Agreement contains certain termination rights for both APC, on the one hand, and USPP, on the other hand. APC currently expects the closing to occur later in 2026. There is no certainty that the transaction will close. Financing Agreement with PNC On August 4, 2026, GPM entered into an amendment to the GPM Line of Credit to increase the principal amount available thereunder from $56 million to $130 million, resulting in total aggregate availability of $214 million under the lines of credit with PNC.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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