Marathon Completes Sale of Interest in Pilot Travel Centers

Transaction valued at approximately $700 million

HOUSTON -- Marathon Oil Corp. said yesterday that it has completed the sale of its 50% ownership interest in Pilot Travel Centers LLC (PTC) to Pilot Corp. and CVC Capital Partners, a leading global private equity firm, in a transaction valued at approximately $700 million.

Marathon's decision to sell its interest in PTC is part of its ongoing review of the company's global asset portfolio. The sale brings announced pretax sales values, including the previously announced sale of non-core Norwegian assets, to $1.1 billion, which is well on track to achieve the company's goal of $2 million [image-nocss] to $4 billion in gross proceeds by mid-year 2009.

"When Marathon and Pilot joined together to form PTC in 2001, we had a shared vision of creating the leading travel center network in the U.S. Through the outstanding relationship, we have realized that vision and, in the process, created substantial value for both of our companies," Gary R. Heminger, Marathon executive vice president and president of the company 's refining, marketing and transportation operations, said when the deal was announced in early October.

CVC, a global private-equity firm, said earlier this month that it intended to acquire a 47.5% interest in PTC, with Knoxville, Tenn.-based Pilot owning the majority 52.5% of the organization. The partnership calls for the formation of an "equal governance partnership" between the two entities—Pilot is wholly owned by the Haslam family.

Current management, led by CEO James A. Haslam III, will continue to manage the business on a day-to-day basis.

PTC operates 305 locations in 40 states and one in Ontario, Canada. More than 300 Pilot facilities feature branded foodservice, including Subway, Wendy's, Arby's, Taco Bell, Denny's and McDonald's. In addition to its travel centers, Pilot Corp. also owns and operates 37 convenience stores in Knoxville, Tenn., where it is headquartered.

Houston-based Marathon is the fourth largest U.S.-based integrated oil company and the nation's fifth largest refiner.

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