FTC orders divestiture of hundreds of retail stores following 7-Eleven, Inc.’s anti-competitive $ 21 billion acquisition of Speedway Retail Fuel Chain (MPC)
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7-Eleven, Inc. and Marathon Petroleum Corporation (NYSE: MPC) have agreed to divest hundreds of stores used to sell gasoline and diesel fuel in 293 local markets in 20 states to settle Federal Trade fees Commission that 7-Eleven’s acquisition of Marathon’s Speedway subsidiary violated federal antitrust laws. 7-Eleven completed the acquisition on May 14, 2021, even though the company knew the acquisition violated Section 7 of the Clayton Act and Section 5 of the FTC Act.
A subsidiary of Tokyo-based Seven & i Holdings Co., Ltd., 7-Eleven owns, operates and franchises approximately 9,000 convenience stores in the United States, making it the largest convenience store chain in the United States. United. Almost half of 7-Eleven stores also sell fuel. Marathon operates a vertically integrated refining, marketing, retail and transportation system for petroleum and petroleum products; prior to the shutdown, Marathon controlled Speedway, which operates nearly 4,000 fuel retail outlets across the United States.
According to the complaint, the retail gasoline and diesel fuel markets are highly localized and consumers have no economical or practical alternatives to retailing gasoline or diesel fuel. The lawsuit alleges that the acquisition will hurt competition for retail fuel in 293 local markets across Arizona; California; Florida; Illinois; Indiana; Kentucky; Massachusetts; Michigan; North Carolina; New Hampshire; Nevada; New York; Ohio; Pennsylvania; Rhode Island; Caroline from the south; Tennessee; Utah; Virginia and West Virginia. In 140 of these markets, retail gas competition will be compromised; in 29 markets, diesel retail competition will be harmed, and in 124 markets, retail competition for both types of products will be harmed.
The complaint alleges that without recourse, the acquisition reduces the number of independent competitors to three or less in each of the 293 markets.
Under the proposed consent order, 7-Eleven, Inc. and Marathon are required to transfer 124 retail fuel outlets to Anabi Oil, including 123 Speedway outlets and one 7-Eleven outlet. They are also required to transfer 106 fuel retail outlets to Cross America Partners, comprising 105 Speedway outlets and one 7-Eleven outlet. And they are to divest 63 Speedway fuel outlets to Jacksons Food Stores.
In addition, to remove barriers that could prevent buyers from competing vigorously in these markets, the proposed ordinance also prohibits 7-Eleven from applying non-compete provisions to any franchisee or employee working or doing business. business with the transferred assets.
The proposed order also requires that 7-Eleven, Inc. and Marathon, for a period of five years, obtain the prior approval of the Commission before purchasing any of the transferred outlets. For 10 years, companies must provide advance notice of future acquisitions of divested assets and other assets identified by the Commission in the 293 relevant local markets, plus three additional markets. Acquisitions in these markets would likely raise the same competition concerns, but could fall below the Hart-Scott-Rodino Act pre-merger notification thresholds.
Further details on the Consent Order – which requires companies to appoint an asset maintenance manager and appoints The Claro Group as an independent third party monitor to ensure compliance with the order and oversee the asset maintenance manager. assets analysis to help the public comment on this issue.
FTC staff would like to thank the Florida Attorney General’s Office and the California Department of Justice for their close cooperation throughout this investigation.
The Commission’s vote to file the complaint and accept the proposed consent order for public comment was 4-0-1, with Chairperson Lina Khan not participating. The FTC will publish the entire consent agreement in the Federal Register shortly. Instructions for submitting comments can be found in the published notice. Comments must be received 30 days after publication in the Federal Register. Once processed, comments will be posted on Regulations.gov.