UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Joseph J. Simons, Chairman

Noah Joshua Phillips

Rohit Chopra

Rebecca Kelly Slaughter

Christine S. Wilson

 )

 )

In the Matter of )

 )

Arko Holdings Ltd., )

a corporation, )

 )

GPM Southeast, LLC, ) File No. 201-0041

a limited liability company, )

 )

GPM Petroleum, LLC, )

a limited liability company, and )

 )

Empire Petroleum Partners, LLC, )

a limited liability company. )

 )

 )

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission (“Commission”) has initiated an investigation of 

the proposed acquisition by GPM Southeast, LLC, and GPM Petroleum, LLC, indirectly 

controlled by Arko Holdings Ltd., of certain assets of Empire Petroleum Partners, LLC, 

collectively “Proposed Respondents.” The Commission’s Bureau of Competition has 

prepared a draft administrative complaint (“Draft Complaint”). The Bureau of 

Competition and Proposed Respondents enter into this Agreement Containing Consent 

Orders (“Consent Agreement”) to divest certain assets and providing for other relief to 

resolve the allegations in the Draft Complaint through a proposed Decision and Order 

and Order to Maintain Assets, all of which are attached, to present to the Commission.

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly 

authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Arko Holdings Ltd. is a corporation organized, existing, 

and doing business under and by virtue of the laws of Israel with its executive 

offices and principal place of business located at 3 Hanechushet Street, Building 

B, 3rd Floor, Tel-Aviv 6971068, Israel, with its United States office for purposes 

of service of process by the Commission located at 8565 Magellan Parkway, Suite 

400, Richmond, Virginia 23227.
2

2. Proposed Respondent GPM Southeast, LLC is a limited liability company

organized, existing, and doing business under and by virtue of the laws of the 

State of Delaware with its executive offices and principal place of business 

located at 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227.

3. Proposed Respondent GPM Petroleum, LLC is a limited liability company

organized, existing, and doing business under and by virtue of the laws of the 

State of Delaware with its executive offices and principal place of business 

located at 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227.

4. Proposed Respondent Empire Petroleum Partners, LLC is a limited liability 

company organized, existing, and doing business under and by virtue of the laws 

of the State of Delaware with its principal place of business located at 8350 North 

Central Expressway, M2185, Dallas, Texas 75206.

5. Proposed Respondents admit all the jurisdictional facts set forth in the Draft

Complaint.

6. Proposed Respondents waive:

a. any further procedural steps;

b. the requirement that the Decision and Order and the Order to Maintain Assets

contain a statement of findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the 

validity of the Decision and Order or the Order to Maintain Assets entered 

pursuant to this Consent Agreement; and

d. any claim under the Equal Access to Justice Act.

7. This Consent Agreement is for settlement purposes only and does not constitute 

an admission by Proposed Respondents that the law has been violated as alleged 

in the Draft Complaint, or that the facts as alleged in the Draft Complaint, other 

than jurisdictional facts, are true.

8. Proposed Respondents shall submit an initial compliance report, pursuant to 

Commission Rule 2.33, 16 C.F.R. § 2.33, no later than 30 days after the date on 

which Proposed Respondents execute this Consent Agreement and subsequent 

compliance reports every 30 days thereafter until the Order to Maintain Assets

becomes final. After the Order to Maintain Assets becomes final, the reporting 

obligations contained in the Order to Maintain Assets shall control and the 

reporting obligations under this Consent Agreement shall cease. Each compliance 

report shall set forth in detail the manner in which Proposed Respondents have 

complied, have prepared to comply, are complying, and will comply with the 

Consent Agreement, Decision and Order, and the Order to Maintain Assets. 

Proposed Respondents shall provide sufficient information and documentation to 

enable the Commission to determine independently whether Proposed 
3

Respondents are in compliance with the Consent Agreement, the Decision and 

Order, and the Order to Maintain Assets.

9. Each compliance report submitted pursuant to Paragraph 8 above shall be verified 

in the manner set forth in 28 U.S.C. § 1746 by the Chief Executive Officer or 

another officer or employee specifically authorized to perform this function. 

Commission Rule 2.41(a), 16 C.F.R. § 2.41(a), requires that the Commission

receive an original and one copy of each compliance report. Proposed 

Respondents shall electronically file an original of each compliance report with 

the Secretary of the Commission at ElectronicFilings@ftc.gov, and an electronic 

copy of the report with the Compliance Division at bccompliance@ftc.gov. In 

addition, Proposed Respondents shall provide a copy of each compliance report to 

the Monitor, if one has been appointed pursuant to the Decision and Order and the 

Order to Maintain Assets. 

10. This Consent Agreement, and any compliance reports filed pursuant to this 

Consent Agreement, shall not become part of the public record of the proceeding 

unless and until the Commission accepts the Consent Agreement. If the 

Commission accepts this Consent Agreement, the Commission will place it, 

together with the Complaint, the proposed Decision and Order, the Order to 

Maintain Assets, an explanation of the provisions of the proposed Decision and 

Order and the Order to Maintain Assets, and any other information that may help 

interested persons understand the order on the public record for the receipt of 

comments for 30 days.

11. Because there may be interim competitive harm, the Commission may issue and 

serve its Complaint (in such form as the circumstances may require) and the 

Order to Maintain Assets in this matter at any time after it accepts the Consent 

Agreement for public comment.

12. This Consent Agreement contemplates that, if the Commission accepts the 

Consent Agreement, the Commission thereafter may withdraw its acceptance of 

this Consent Agreement and notify Proposed Respondents, in which event the 

Commission will take such action as it may consider appropriate. If the 

Commission does not subsequently withdraw such acceptance pursuant to the 

provisions of Commission Rule 2.34, 16 C.F.R. § 2.34, and it has already issued 

the Complaint and Order to Maintain Assets, the Commission may, without 

further notice to Proposed Respondents, issue the attached Decision and Order. 

13. The Decision and Order and the Order to Maintain Assets shall become final upon 

service. Delivery of the Complaint, the Decision and Order, and the Order to 

Maintain Assets to Proposed Respondents by any means provided in Commission 

Rule 4.4(a), 16 C.F.R. § 4.4(a), or by delivery to United States counsel for 

Proposed Respondents identified in this Consent Agreement, shall constitute 

service to Proposed Respondents. Proposed Respondents waive any rights they 

may have to any other manner of service. Proposed Respondents also waive any 

rights they may otherwise have to service of any appendices attached to or 

incorporated by reference into the Decision and Order or the Order to Maintain 
4

Assets, if Proposed Respondents are already in possession of such Appendices, 

and agree that they are bound to comply with and will comply with the Decision 

and Order and the Order to Maintain Assets to the same extent as if they had been 

served with copies of the Appendices.

14. The Complaint may be used in construing the terms of the Decision and Order

and the Order to Maintain Assets, and no agreement, understanding, 

representation, or interpretation not contained in the Decision and Order, the

Order to Maintain Assets, or the Consent Agreement may be used to vary or 

contradict the terms of the Decision and Order or the Order to Maintain Assets.

15. By signing this Consent Agreement, Proposed Respondents represent and warrant 

that:

a. they can fulfill all the terms of and accomplish the full relief contemplated by 

the Decision and Order and the Order to Maintain Assets including, among 

other things, effectuating all required divestitures, assignments and transfers, 

and obtaining any necessary approvals from governmental authorities, 

leaseholders, and other third parties to effectuate the divestitures, assignments, 

and transfers; and 

b. all parents, subsidiaries, affiliates, and successors necessary to effectuate the 

full relief contemplated by this Consent Agreement and the Decision and 

Order and the Order to Maintain Assets are parties to this Consent Agreement 

and are bound as if they had signed this Consent Agreement and were made 

parties to this proceeding, or are within the control of parties to this Consent 

Agreement, the Decision and Order and the Order to Maintain Assets, or will

be after the acquisition.

16. Proposed Respondents have read the Draft Complaint, the proposed Decision and 

Order, and the Order to Maintain Assets. Proposed Respondents agree to comply 

with the terms of the proposed Decision and Order and the Order to Maintain 

Assets from the date they sign this Consent Agreement. Proposed Respondents 

understand that once the Commission has issued the Decision and Order and the 

Order to Maintain Assets, they will be required to file one or more compliance 

reports setting forth in detail the manner in which they have complied, have 

prepared to comply, are complying, and will comply with the Decision and Order 

and the Order to Maintain Assets. When final, the Decision and Order and the 

Order to Maintain Assets shall have the same force and effect and may be altered, 

modified, or set aside in the same manner and within the same time as provided 

by statute for other orders. Proposed Respondents further understand that they

may be liable for civil penalties in the amount provided by law for each violation 

of the Decision and Order and of the Order to Maintain Assets.
5

Arko Holdings Ltd.

___________________________

By: Arie Kotler

Chief Executive Officer

Arko Holdings Ltd. 

Dated: _____________________

___________________________

Efrat Hybloom-Klein

Chief Financial Officer

Arko Holdings Ltd.

Dated: _____________________

GPM Southeast, LLC

___________________________

By: Arie Kotler

Chief Executive Officer

GPM Southeast, LLC 

Dated: _____________________

___________________________

Maury Bricks

General Counsel

GPM Southeast, LLC

Dated: _____________________

Federal Trade Commission

________________________

By: Steven R. Couper

Nicolas Stebinger

Attorneys, Mergers III Division

Bureau of Competition

________________________

Brian Telpner

Deputy Assistant Director

Bureau of Competition

_________________________

Peter Richman 

Assistant Director

Bureau of Competition

__________________________

Daniel Francis 

Deputy Director

Bureau of Competition

__________________________

Ian R. Conner

Director

Bureau of Competition

Dated: __________________
6

GPM Petroleum, LLC

___________________________

By: Arie Kotler

Chief Executive Officer

GPM Petroleum, LLC 

Dated: _____________________

___________________________

Maury Bricks 

General Counsel

GPM Petroleum, LLC

Dated: _____________________

___________________________

Stephen M. Pepper

Greenberg Traurig, LLP 

Counsel for Arko Holdings Ltd., GPM 

Southeast, LLC, and GPM Petroleum, LLC

Dated: _____________________

Empire Petroleum Partners, LLC

____________________________

By: Richard T. Golman

Chief Executive Officer

Empire Petroleum Partners, LLC

Dated: ______________________

____________________________

Edward G. Biester, III

Duane Morris LLP

Counsel for Empire Petroleum Partners, LLC 

Dated: ______________________