7-Eleven, Inc./Sunoco LP Transaction

Compass Lexecon was retained by Sunoco LP and its outside counsel, Billy Vigdor from Vinson & Elkins LLP, in securing required regulatory approval from the Federal Trade Commission in the acquisition of approximately 1,100 Sunoco LP retail fuel outlets by 7-Eleven’s parent company Seven & i Holdings Co., Ltd. The process culminated in the final approval of the acquisition, conditional on the divestiture of 59 outlets.

The transaction was first announced in April 2017. Between June and September of 2017, Compass Lexecon assisted with the analysis of the competitive effects from the transaction, focusing on the competitive conditions and competitor presence in specific geographic areas across the mid-Atlantic, Southeast, and Gulf Coast regions. Compass Lexecon’s analysis found that only a limited number of local markets and metropolitan areas would have few competitive alternatives post-transaction – a finding confirmed by FTC’s limited divestiture requirement and ultimate approval of the transaction. Compass Lexecon also assisted with Sunoco LP’s response to FTC’s Second Request. Compass Lexicon also assisted in identifying divestitures that would likely satisfy the FTC.

In January 2018, the FTC agreed to settle its charges conditional on the divestiture of 59 retail fuel outlets. Of the 59 outlets, 33 were Sunoco locations that stayed with the company instead of being transferred to 7-Eleven, and 26 were sold by 7-Eleven to Sunoco. After a two-month public comment period, the final order settling FTC’s charges against the acquisition was approved at the end of March 2018.

The Compass Lexecon team was led by Mary Coleman, Kenneth Grant and David Molin in the Boston office and Maria Stoyadinova, Prerana Nanda and Sahdia Khan in the Washington, DC office and included Anh Dao, Saikun Shi, Emmy Brody, Carlos Paez, and Caroline Corbally.