Mergers & Acquisitions

7-Eleven, Marathon Defend Speedway Transaction Closing

Deal is legal, companies say in response to 'false' FTC comments

IRVING, Texas — Despite reports to the contrary, 7-Eleven Inc.’s closing of the $21 billion acquisition of the Speedway convenience-store chain from Marathon Petroleum Corp. was legal, and the companies satisfied all of the required closing conditions, 7-Eleven and Marathon Petroleum said in response to Federal Trade Commission (FTC) statements.

On May 14, 7-Eleven announced that it had completed its purchase of Speedway’s approximately 3,800 stores in 36 states. The same day, FTC Acting Chairwoman Slaughter and Commissioner Chopra issued a statement suggesting that 7-Eleven’s acquisition of Speedway LLC was “illegal,” and that it raised “significant competitive concerns in hundreds of local retail gasoline and diesel fuel markets.”

“7-Eleven is disappointed by the statement as it fails to acknowledge the facts that led to 7-Eleven closing the transaction,” the Irving, Texas based company, with more than 9,500 U.S. c-stores, said. “To be clear, 7-Eleven was legally allowed to close on the Speedway transaction today and statements or implications to the contrary are false.”

“The parties closed the transaction after all conditions to close were fully satisfied,” Marathon Petroleum said in a separate statement. Marathon Petroleum “is in receipt of the $21 billion sale proceeds, and Speedway and its assets are owned by 7-Eleven.”

7-Eleven and the FTC entered into an agreement permitting 7-Eleven to close on May 14, the company said, and it entered into a settlement agreement at the end of April that resolved competitive concerns by having 7-Eleven divest 293 fuel outlets.

“We were informed that the FTC staff, including leaders in the Bureau of Competition, recommended that the FTC commissioners approve that settlement,” the company said. “7-Eleven has been operating under the terms of that settlement agreement since it was signed and continues to do so.”

On May 11, Slaughter and Chopra said they wanted more time to review the settlement agreement, 7-Eleven said. “7-Eleven took the request very seriously, but such a last-minute delay would have created enormous disruption to the lives of our new colleagues at Speedway and to the business. Given that there was no legal basis for such a delay and given that 7-Eleven was abiding by the negotiated settlement agreement, we closed today on schedule.”

“The only concern that Acting Chairwoman Slaughter and Commissioner Chopra articulated to 7-Eleven about the negotiated settlement agreement was that it allowed too much time for the required divestitures to take place. Ironically, 7-Eleven did not ask for that amount of time. It was proposed by FTC staff to assist the proposed buyers, and 7-Eleven has offered several times to change to the originally anticipated shorter time frame,” 7-Eleven said.

In its statement, Findlay, Ohio-based Marathon Petroleum said, “Throughout its thorough evaluation of the transaction, Marathon Petroleum and 7-Eleven worked very cooperatively over many months with the [FTC] … The relevant conditions to close the transaction were satisfied with the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the expiration of the parties' timing agreement with FTC staff, which had been extended multiple times. That timing agreement elapsed overnight, with the FTC electing to take no action on the transaction. Upon satisfaction of all conditions to close, the parties finalized the transaction this morning.

“In the hours after the closing, two sets of FTC commissioners elected to issue separate statements both stating publicly that the FTC had indeed taken no action on the transaction during the HSR Act waiting period. [Marathon Petroleum] supports 7-Eleven's position, released earlier today, that the companies were legally allowed to close the Speedway transaction today and statements or implications to the contrary are false.”

And in a statement separate from Slaughter and Chopra’s, FTC Commissioners Noah Joshua Phillips and Christine Wilson said, “Both companies duly notified the commission and the Department of Justice, pursuant to the Hart Scott Rodino Antitrust Improvements Act. … To the extent that our colleagues insinuate that the parties have acted in bad faith in this process, we have been given no information suggesting the parties failed to work constructively with staff to negotiate a timely and effective resolution.”

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