Marathon Petroleum & Andeavor Merger Moves Closer to Reality

FINDLAY, Ohio — The pending merger between Marathon Petroleum Corp. (MPC) and Andeavor is checking off all the required boxes one by one.

The two companies said on July 2 that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired in connection with the proposed transaction.

The merger made news two months ago when MPC announced its intent to acquire all of Andeavor's outstanding shares, representing a total equity value of $23.3 billion and a total enterprise value of $35.6 billion, as Convenience Store News previously reported.

The parties have also received the necessary regulatory clearance by the Canadian Commissioner of Competition pursuant to the Competition Act in Canada.

Together, these matters satisfy certain conditions for the closing of the proposed merger, according to MPC.

The transaction is still on track to close in the second half of 2018, and remains subject to customary closing conditions, including:

• Approval by Andeavor shareholders of the proposed merger,
• Approval by MPC shareholders of the new MPC shares to be issued in connection with the transaction, and
• Other required regulatory approvals.

Findlay-based MPC is currently the nation's second-largest refiner, with a crude oil refining capacity of approximately 1.9 million barrels per calendar day in its six-refinery system. Marathon brand gasoline is currently sold through approximately 5,600 independently owned retail outlets across 20 states and Washington, D.C.

In addition, Enon-based Speedway LLC, a MPC subsidiary, owns and operates the nation's second-largest convenience store chain, with approximately 2,740 convenience stores in 21 states. MPC owns, leases or has ownership interests in approximately 10,800 miles of crude oil and light product pipelines. Through subsidiaries, MPC also owns the general partner of MPLX LP, a midstream master limited partnership.

San Antonio-based Andeavor is an integrated marketing, logistics and refining company. Andeavor's retail-marketing system currently includes more than 3,200 stores marketed under multiple well-known fuel brands, including ARCO, SuperAmerica, Shell, Exxon, Mobil, Tesoro, USA Gasoline and Giant. It also has ownership in Andeavor Logistics LP and its non-economic general partner. Andeavor operates 10 refineries with a combined capacity of approximately 1.2 million barrels per day in the mid-continent and western United States.