FTC Requires Divestiture In $21 Billion Acquisition Of Retail Fuel Chain

Bernard Nash
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  • The Federal Trade Commission (“FTC”) reached a settlement with 7-Eleven, Inc. and Marathon Petroleum Corporation (“Marathon”) to resolve allegations that 7-Eleven’s acquisition of Marathon’s retail fuel chain subsidiary, Speedway LLC, would harm competition in hundreds of local retail gasoline and diesel fuel markets in violation of the FTC Act and the Sherman Act.
  • The FTC’s complaint alleged that 7-Eleven and Speedway each own and operate thousands of retail fuel outlets across the United States and that, prior to the acquisition, these outlets competed head-to-head in 293 local markets. Without divestiture, the acquisition allegedly reduced the number of independent competitors to three or fewer in these markets, increasing the likelihood that 7-Eleven would exercise its market power unilaterally or that there would be collusive and coordinated activity among the remaining competitors in these markets.
  • Under the terms of the consent order, 7-Eleven and Marathon will divest 293 retail fuel outlets to three competitors. In addition, the order bars 7-Eleven from enforcing any noncompete provisions against any franchisees or employees working at or doing business with the divested outlets. The order also requires 7-Eleven and Marathon to obtain FTC approval prior to purchasing any divested outlets, and appoints a third-party to ensure the companies’ compliance with the order. The order is subject to a 30-day public comment period commencing after the publication of the consent agreement in the Federal Register.

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