Sale of Minnesota Downstream Assets Transaction Closes

HOUSTON TX, U.S.A. -- (Marketwire) -- 12/01/10 --
Marathon Oil Corporation (NYSE: MRO) today announced
that its wholly owned subsidiary Marathon Petroleum Company LP (MPC) has
closed
the transaction with ACON Investments, LLC (ACON) and TPG Capital (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.
Included in the transaction is the 74,000 barrel per day St. Paul Park
refinery
and associated terminals, 166 SuperAmerica convenience stores (including
six
stores in Wisconsin), SuperMom's bakery and commissary, SuperAmerica
Franchising
LLC, interests in pipeline assets in Minnesota and associated inventories.
The
total sales value is approximately $935 million including Northern Tier
preferred stock with a stated value of $80 million. Approximately $330
million
of the total sales value is for the inventories associated with these
operations. The transaction 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 will increase the
total
earnout amount that may be received by Marathon.
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, Iraqi Kurdistan region 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 $48 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.
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Source: Marathon Oil Corporation via Thomson Reuters ONE
Media Relations Contacts
Marathon:
Angelia Graves
419-421-2703
ACON:
Caroline Luz
203-656-2829
TPG Capital:
Lisa Baker
914-725-5949
Investor Relations Contacts
Marathon:
Howard Thill
713-296-4140
or
Chris Phillips
713-296-3213