Hess Corp. will part with its famous green-and-white gas station and convenience store business after agreeing to sell the division to Marathon Petroleum Corp. for $2.6 billion.
The transaction will allow Findlay, Ohio-based Marathon to dramatically expand its retail operations on the East Coast, where Hess has been a longtime regional stalwart. Once the deal is completed, Hess—which reached a truce with activist investors last year under which the company agreed to sharpen its focus on its oil and gas exploration and production operations—will see its name come off the 1,342 stores now slated for sale to Marathon, which also operates the Speedway LLC retail chain.
Kirkland & Ellis corporate partners Mark Director, Jeffrey Symons and Yi “Claire” Sheng are advising Hess on the deal, as are associates Brendan Reed and Eric Sibbern. (The American Lawyer named Symons, who joined Kirkland from Simpson Thacher & Bartlett in 2006, as one of its Dealmakers of the Year in 2012.)
The Am Law Daily reported last summer on Kirkland’s first-ever deal for Hess: the $731 million sale of the company’s energy marketing business to a unit of multinational British utility Centrica.
Hess has kept a battery of outside firms busy in recent months as the company seeks to transform its operations through divestitures that now total about $12 billion.
In April, Magic Circle firm Freshfields Bruckhaus Deringer advised the company on the $1 billion sale of its oil and gas assets in Thailand, according to sibling publication The Asian Lawyer. Freshfields also handled the completion of Hess’ $1.3 billion sale of offshore oil and gas assets in Indonesia’s East Java Sea in January—the same month The Am Law Daily reported that Hess had turned to Latham & Watkins to advise on the $924 million sale of the company’s Utica shale assets in Ohio to American Energy Partners.
White & Case is another firm that has enjoyed close ties to Hess. Among the matters the firm handled for the company last year were the dismissal of a class action, the $850 million sale of an East Coast oil terminal and storage business and the $2.1 billion sale of the company’s Russian unit. (Former White & Case global M&A cochair Timothy Goodell—the brother of National Football League commissioner Roger Goodell and son of late U.S. Sen. Charles Goodell—serves as general counsel for Hess.)
Jeffrey Schlegel, cohead of Jones Day’s global energy practice in Houston, and associate David Stringer are leading the firm’s team on the matter. Also advising are antitrust partners Peter Love and Bruce McDonald, real estate partner Michelle Brown, tax partners Todd Wallace and Candace Ridgeway, appellate litigation partner Traci Lovitt, tort litigation partners Nancy Mackimm and Scott Cowan, securities litigation partner Scott Fletcher, restructuring partner Todd Howley, energy partner Omar Samji, executive compensation partner Charmaine Slack and M&A partner Andrew Sherman.
Marathon, formed through the breakup of former parent company Marathon Oil in 2011, turned to Jones Day for counsel late last year in connection with a $2.6 billion pipeline deal with Canadian energy company Enbridge and the $2.5 billion acquisition of an oil refinery in Texas from British oil giant BP in 2012.
J. Michael Wilder serves as general counsel for Marathon, whose board of directors includes former U.S. Treasury Secretary John Snow and former U.S. senator and two-term Indiana governor Evan Bayh III, the latter of whom joined McGuireWoods as a partner in 2011.
U.S. Senate records show that Marathon has paid Troutman Sanders $40,000 since last year to lobby on energy, environmental and tax issues. The company’s deal with Hess is expected to close by year’s end.