MARATHON SIGNS DEFINITIVE AGREEMENTS WITH ACON INVESTMENTS AND TPG CAPITAL FOR SALE OF MINNESOTA DOWNSTREAM ASSETS
HOUSTON TX, U.S.A. -- (Marketwire) -- 10/06/10 --
HOUSTON, Oct. 6, 2010 - Marathon Oil Corporation (NYSE: MRO) today
announced that its wholly owned subsidiary Marathon Petroleum Company LP
(MPC) has entered into definitive agreements with ACON Investments, LLC
(ACON) and TPG Capital, L.P. (TPG) for the sale of most of Marathon's
Minnesota downstream assets. ACON and TPG formed Northern Tier Energy LLC
(Northern Tier Energy) to operate the assets as a stand-alone company.
Marathon, ACON and TPG first announced that a Letter of Intent had been
signed on May 19, 2010. Marathon anticipates closing to occur by year-end,
contingent upon the buyers meeting the conditions of their financing
arrangements and other customary closing conditions. Included in the
transaction will be the 74,000 barrel per day St. Paul Park refinery and
associated terminals, 166 SuperAmerica convenience stores (including six
stores in Wisconsin), SuperMom's LLC, SuperAmerica Franchising LLC,
interests in pipeline assets in Minnesota and associated inventories. The
total sales value is approximately $900 million including Northern Tier
preferred stock with a stated value of $80 million. Approximately $300
million of the total sales value is for the inventories associated with
these operations. The agreement also contains earnout and margin support
components where Marathon could receive up to an additional $125 million
over eight years or may be required to provide up to $60 million of margin
support to the buyers, subject to certain conditions. Any margin support
paid may be recovered by an increase in the total earnout amount.
This proposed sale is part of Marathon's ongoing efforts to ensure the
Company's asset portfolio is strategically aligned with its business plans,
while maintaining its position as one of the leading refining, marketing
and transportation operations in the nation. MPC expects to continue to be
one of the largest suppliers of finished products in the Midwest and
Southeast through its remaining refining, distribution and marketing
system.
'Marathon's commitment to being a good corporate citizen has been a key
objective for our operations in St. Paul Park and throughout the state of
Minnesota. We are grateful to the community of St. Paul Park for the
support that they have given us for many years and know that the positive
and productive relationships that have been developed over time will
continue to help ensure the ongoing success of these operations,' said Gary
R. Heminger, executive vice president of Marathon Oil Corporation and
president of MPC. 'Through the outstanding efforts of our employees in
Minnesota who operate the refinery, terminals and SuperMom's, and the many
employees of the SuperAmerica stores in Minnesota and Wisconsin, we were
able to achieve our goals over the last several years. They are to be
commended for their commitment to the community and their dedication to
operating in a safe, environmentally responsible and efficient manner.'
About Marathon
Marathon is an integrated international energy company engaged in
exploration and production; oil sands mining; integrated gas; and refining,
marketing and transportation operations. Marathon, which is based in
Houston, has principal operations in the United States, Angola, Canada,
Equatorial Guinea, Indonesia, Libya, Norway, Poland and the United Kingdom.
Marathon is the fourth largest United States-based integrated oil company
and the nation's fifth largest refiner.
About ACON Investments
ACON Investments is a Washington, D.C. based private equity firm with
offices in Los Angeles, Houston, Madrid, Sao Paulo, and Mexico City.
Founded in 1996, ACON manages private equity funds and special purpose
investment partnerships with investments in the United States, Europe and
Latin America. ACON has been a longtime energy investor, with experience in
upstream and mid-stream oil and gas as well as investments in power
infrastructure and energy services, including Mariner Energy, Chroma Oil
and Gas, Milagro Oil and Gas, Signal International, Tropigas Inc, and SAE
Towers.
About TPG Capital
TPG Capital is the global buyout group of TPG, a leading private investment
firm founded in 1992, with more than $47 billion of assets under management
and offices in San Francisco, Beijing, Fort Worth, Hong Kong, London,
Luxembourg, Melbourne, Moscow, Mumbai, New York, Paris, Shanghai, Singapore
and Tokyo. TPG Capital has extensive experience with global public and
private investments executed through leveraged buyouts, recapitalizations,
spinouts, growth investments, joint ventures and restructurings. TPG has
significant experience in the energy sector with investments including
Alinta Energy, Belden & Blake, Copano Energy, Denbury Resources, Energy
Future Holdings (formerly TXU), Texas Genco, and Valerus Compression
Services. TPG has also been an active investor in the retail sector with
investments including American Tire Distributors, Burger King, Debenhams,
J.Crew, Myer, Neiman Marcus and PETCO.
This release contains forward-looking statements with respect to the
potential sale of the St. Paul Park refinery and associated terminal, 166
SuperAmerica sites, SuperAmerica Franchising LLC, interests in pipeline
assets in Minnesota and associated inventories. Some factors that could
potentially affect the sale of these assets are buyer financing and
customary closing conditions, including government and regulatory
approvals. In accordance with the 'safe harbor' provisions of the Private
Securities Litigation Reform Act of 1995, Marathon Oil Corporation has
included in its Annual Report on Form 10-K for the year ended December 31,
2009, and subsequent Forms 10-Q and 8-K, cautionary language identifying
other important factors, though not necessarily all such factors, that
could cause future outcomes to differ materially from those set forth in
the forward-looking statements.
Media Relations Contacts
Marathon: Angelia Graves 419-421-2703
ACON: Caroline Luz 203-656-2928
TPG Capital: Lisa Baker 914-725-5949
Investor Relations Contacts
Marathon: Howard Thill 713-296-4140
or Chris Phillips 713-296-3213
[HUG#1449337]
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