Seven & I Holdings Co., LTD.

Volume 172 · 172 F.T.C. 123

Citation: 172 F.T.C. 123
Docket: C-4748
Complaint: 2021-06-25
Decision: 2021-11-08
Document type: consent order
Case type: antitrust
Statutes: Clayton Act s7; FTC Act (section 5)
Industry: retail fuel and convenience stores
Outcome: consent order entered
Relief: divestiture; recordkeeping; compliance_reporting; other
Order term (years): 10
Source: Original volume PDF
Original PDF: This decision as a PDF

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Seven & I Holdings Co., LTD., 172 F.T.C. 123 (2021). Consumer Law Library, https://consumerlawlibrary.org/decisions/v172-0004

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Order status: active_until:2041-11-08. Sunset may be extended by the latest qualifying federal-court complaint alleging an order violation; complaints, dismissal/appeal outcomes, and respondent-specific extensions are not fully tracked.

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IN THE MATTER OF SEVEN & I HOLDINGS CO., LTD., 7-ELEVEN INC., AND MARATHON PETROLEUM CORPORATION CONSENT ORDER, ETC. IN REGARD TO ALLEGED VIOLATIONS OF SECTION 5 OF THE FEDERAL TRADE COMMISSION ACT AND SECTION 7 OF THE CLAYTON ACT. Docket No. C-4748; File No. 201 0108 Complaint, June 25, 2021 – Decision, November 8, 2021 This consent order addresses the $21 billion acquisition by 7-Eleven of a significant number of Marathon Petroleum Corporation’s Speedway, LLC. fuel outlets and thereby obtaining market power in the relevant market. The complaint alleges that 7-Eleven acquired entities owned by Marathon Petroleum Corporation with full knowledge that the acquisition was in violation of Section 7 of the Clayton Act. Under the order Respondent must divest fuel outlets that caused harm to competition in the relevant market. The order also prohibits Respondent from enforcing any noncompete provisions on franchisees or employees working or doing business with these assets. Participants For the Commission: Angelike Mina, Victoria Lippincott, and Nicholas Bush For the Respondent: Corey Roush [Akin Gump Strauss Hauer & Feld]; Terrell McSweeny [Covington & Burling LLP]; Nelson Fitts [Wachtell, Lipton, Rosen & Katz] COMPLAINT Pursuant to the Clayton Act and the Federal Trade Commission Act (“FTC Act”), and its authority thereunder, the Federal Trade Commission (“Commission”), having reason to believe that Respondent Seven & i Holdings Co., Ltd., through its wholly owned subsidiary, Respondent 7-Eleven, Inc., has acquired thirteen entities wholly owned by Respondent Marathon Petroleum Corporation with full knowledge that such acquisition was in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC Act, as amended, 15 U.S.C. § 45, and that a proceeding in respect thereof would be in the public interest, hereby issues this complaint, stating its charges as follows.

I. RESPONDENTS 1. Respondent Seven & i Holdings Co., Inc. (“Seven & i”) is a publicly-traded company with its office and principal place of business located in Tokyo, Japan. 2. Respondent 7-Eleven, Inc. (“7-Eleven”) is a corporation organized, existing, and doing business under, and by virtue of, the laws of the State of Texas with its office and principal place of business located in Irving, Texas. 7-Eleven is a wholly owned subsidiary of Seven & i. VOLUME 172 Complaint 3. Respondent 7-Eleven is, and at all times relevant herein has been, engaged in, among other things, the retail sale of gasoline and diesel fuel in the United States. 4. Respondent Marathon Petroleum Corporation (“Marathon”) is a corporation organized, existing, and doing business under, and by virtue of, the laws of the State of Delaware, with its office and principal place of business located in Findlay, Ohio. 5. Respondent Marathon, at all times relevant herein, has been engaged in, among other things, the retail sale of gasoline and diesel fuel in the United States. 6. Each Respondent, either directly or through its subsidiaries, is, and at all times relevant herein has been, engaged in commerce, as “commerce” is defined in Section 1 of the Clayton Act as amended, 15 U.S.C. § 12, and Section 4 of the FTC Act, as amended, 15 U.S.C. § 44.

II. NATURE OF THE CASE 7. On May 14, 2021, 7-Eleven, the largest U.S. retail fuel and convenience store chain with approximately 10,000 locations, acquired substantially all of Marathon’s Speedway LLC (“Speedway”) business, the third largest U.S. retail fuel and convenience store chain (“the Acquisition”) with full knowledge that such acquisition was in violation of Section 7 of the Clayton Act and Section 5 of the FTC Act. Pursuant to Commission Rules of Practice, a consent agreement was proposed prior to consummation of the transaction, but the Commission had not accepted the proposal because a majority did not find certain provisions in the proposal sufficient to fully remedy the likely harm from the transaction. In consummating the Acquisition, 7-Eleven illegally obtained market power that threatened consumers with higher prices at fuel pumps across the country, in the relevant markets alleged herein.

8. Both companies operate networks of retail gas and diesel stations with associated convenience stores throughout most of the United States. 9. 7-Eleven and Speedway each set site-specific retail gasoline and diesel prices based on nearby competition. At each station, Respondents identify nearby locations that compete closely for consumers and track retail fuel prices at those locations, to help establish their own fuel prices and to manage their own fuel volumes and margins. Respondents’ site-specific pricing strategy relies on identifying rival fuel outlets that would gain gasoline and diesel volume if Respondents’ fuel prices are too high, or from whom Respondents’ would gain sales if Respondents’ fuel prices are too low. Prior to the Acquisition, 7-Eleven’s closest competitors frequently included Speedway, and Speedway’s closest competitors frequently included 7-Eleven. SEVEN & I HOLDINGS CO., LTD. 125 Complaint 10. In local markets where 7-Eleven and Speedway were each other’s close or closest competitor, the Acquisition allows 7-Eleven to raise gasoline or diesel prices at one or more of the overlapping retail locations, knowing that 7-Eleven will capture some or all of the volume that, absent the Acquisition, would otherwise have been lost. Knowing that it will recapture the “lost” volumes, 7-Eleven will profit by unilaterally increasing gasoline and/or diesel at the expense of the everyday driving public.

III. THE ACQUISITION 11. Pursuant to an Asset Purchase Agreement dated August 2, 2020, 7-Eleven, the United States subsidiary of Seven & i, acquired substantially all of Marathon’s Speedway LLC retail assets for approximately $21 billion.

12. The Acquisition is subject to Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18.

IV. THE RELEVANT MARKET 13. Relevant product markets in which to analyze the effects of the Acquisition are the retail sale of gasoline and the retail sale of diesel. Consumers require gasoline for their gasolinepowered vehicles and can purchase gasoline only at retail fuel outlets. Consumers require diesel for their diesel-powered vehicles and can purchase diesel only at retail fuel outlets. No economic or practical alternative to the retail sale of gasoline or diesel fuel at retail fuel outlets exists. 14. Relevant geographic markets in which to analyze the effects of the Acquisition include 293 local markets within the following states: Arizona; California; Florida; Illinois; Indiana; Kentucky; Massachusetts; Michigan; North Carolina; New Hampshire; Nevada; New York; Ohio; Pennsylvania; Rhode Island; South Carolina; Tennessee; Utah; Virginia; and West Virginia.

15. The relevant geographic markets for retail gasoline and retail diesel are highly localized, ranging from a few blocks to a few miles, depending on local circumstances. Each relevant market is distinct and reflects the commuting patterns, traffic flows, and outlet characteristics unique to each market. Consumers typically choose between nearby retail fuel outlets with similar characteristics along their planned routes. VOLUME 172 Complaint V. MARKET STRUCTURE 16. The Acquisition created a monopoly in 31 local markets for the retail sale of gasoline and in 26 local markets for the retail sale of diesel. In 73 local markets for the retail sale of gasoline and 63 local markets for the retail sale of diesel, the Acquisition reduced the number of independent market participants from three to two. In 160 local markets for the retail sale of gasoline and 64 local markets for the retail sale of diesel, the Acquisition reduced the number of independent market participants from four to three. The Acquisition created a highly concentrated market in each of these local markets. For many of these local markets, the Acquisition will result in competitive harm for both the retail sale of gasoline and the retail sale of diesel. VI. BARRIERS TO ENTRY 17. Entry into each relevant market will not be timely, likely, or sufficient to deter or counteract the anticompetitive effects arising from the Acquisition. Significant entry barriers include the availability of attractive real estate, the time and cost associated with constructing a new retail fuel outlet, and the time associated with obtaining necessary permits and approvals. VII. EFFECTS OF THE ACQUISITION 18. The Acquisition eliminated significant head-to-head competition in the relevant markets. In those areas, 7-Eleven and Speedway were each other’s close or closest competitor for retail gasoline and diesel sales (and sometimes were each other’s only competitor), and the competition between them benefited driving consumers across the United States. 19. The effects of the Acquisition may be substantially to lessen competition or to tend to create a monopoly in the relevant markets in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC Act, as amended, 15 U.S.C. § 45, by: a. increasing the likelihood that Respondent 7-Eleven will unilaterally exercise market power in the relevant markets; and b. increasing the likelihood of collusive or coordinated interaction between any remaining competitors in the relevant markets.

VIII. VIOLATIONS CHARGED 20. The Acquisition violates Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC Act, as amended, 15 U.S.C. § 45. 21. The Asset Purchase Agreement entered into by Respondents 7-Eleven and Marathon constitutes a violation of Section 5 of the FTC Act, as amended, 15 U.S.C. § 45. SEVEN & I HOLDINGS CO., LTD. 127 Order to Maintain Assets IN WITNESS WHEREOF, the Federal Trade Commission, having caused this Complaint to be signed by the Secretary and its official seal affixed, at Washington, D.C., this twenty-fifth day of June, 2021, issues its Complaint against Respondents. By the Commission, Chair Khan not participating.

ORDER TO MAINTAIN ASSETS The Federal Trade Commission initiated an investigation of the proposed acquisition by Respondent Seven & i Holdings Co., Ltd., through its wholly owned subsidiary, Respondent 7 Eleven, Inc., (collectively “7-Eleven”), of voting securities and non-corporate interest of 13 subsidiaries from Respondent Marathon Petroleum Corporation (“Marathon”) (collectively “Respondents”). The Commission’s Bureau of Competition prepared and furnished to Respondents the Draft Complaint, which it proposed to present to the Commission for its consideration. If issued by the Commission, the Draft Complaint would charge Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45 (collectively “Acts”). Respondents and the Bureau of Competition executed an Agreement Containing Consent Orders (“Consent Agreement”) containing (1) an admission by Respondents of all the jurisdictional facts set forth in the Draft Complaint, (2) a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by Respondents that the law has been violated as alleged in the Draft Complaint, or that the facts as alleged in the Draft Complaint, other than jurisdictional facts, are true, (3) waivers and other provisions as required by the Commission’s Rules, and (4) a proposed Decision and Order and Order to Maintain Assets.

The Commission considered the matter and determined that it had reason to believe that Respondents have violated the said Acts, and that a complaint should issue stating its charges in that respect. The Commission accepted the Consent Agreement and placed it on the public record for a period of 30 days for the receipt and consideration of public comments. Now, in further conformity with the procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission issues its Complaint, makes the following jurisdictional findings, and issues this Order to Maintain Assets:

VOLUME 172 Order to Maintain Assets 1. Respondent Seven & i Holdings Co., Ltd. is a corporation organized, existing, and doing business under and by virtue of the laws of Japan, with its headquarters and principal place of business located at 8-8 Nibancho, Chiyoda-Ku, Tokyo, Japan 102-8452, and its United States address for service of process is as follows, Senior Counsel, Dawud Crooms, 7-Eleven Inc., 3200 Hackberry Road, Irving, Texas 75063.

2. Respondent 7-Eleven, Inc. is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Texas, with its headquarters and principal place of business located at 3200 Hackberry Road, Irving, Texas 75063. 3. Respondent Marathon Petroleum Corporation is a corporation organized, existing, and doing business under, and by virtue of, the laws of the State of Delaware, with its office and principal place of business located at 539 South Main Street, Findlay, Ohio 45840.

4. The Commission has jurisdiction over the subject matter of this proceeding and over the Respondents, and the proceeding is in the public interest. ORDER I. Definitions IT IS ORDERED that, as used in this Order to Maintain Assets, the following definitions and the definitions used in the Consent Agreement and the Decision and Order, which are incorporated herein by reference and made a part hereof, shall apply: A. “7-Eleven” means Seven & i Holdings Co., Ltd., its directors, officers, employees, agents, representatives, successors, and assigns; and the joint ventures, subsidiaries, partnerships, divisions, groups, and affiliates controlled by Seven & i Holdings Co., Ltd., including Respondent 7-Eleven, Inc., and the respective directors, officers, employees, agents, representatives, successors, and assigns of each. B. “Marathon” means Marathon Petroleum Corporation, its directors, officers, employees, agents, representatives, successors, and assigns; and the joint ventures, subsidiaries, including Speedway LLC, divisions, groups, and affiliates controlled by Marathon Petroleum Corporation, and the respective directors, officers, employees, agents, representatives, successors, and assigns of each. C. “Decision and Order” means the:

1. Proposed Decision and Order contained in the Consent Agreement in this matter until the issuance and service of a final Decision and Order by the Commission; and SEVEN & I HOLDINGS CO., LTD. 129 Order to Maintain Assets 2. Final Decision and Order issued by the Commission in this matter following the issuance and service of a final Decision and Order by the Commission. D. “Commission” means the Federal Trade Commission. E. “Orders” means this Order to Maintain Assets and the Decision and Order. II. Asset Maintenance IT IS FURTHER ORDERED that:

A. Prior to the Acquisition Date, Respondent Marathon shall designate Gary Michniewicz, Division Director, Speedway LLC, as the Asset Maintenance Manager.

1. During the Asset Maintenance Period, the Asset Maintenance Manager, in consultation with and overseen by the Monitor, shall: a. Oversee the operations of the Retail Fuel Business relating to the Retail Fuel Assets to ensure that the requirements of Paragraph II.B of this Order are met;

b. Oversee the Divestiture Pricing Team to ensure that the requirements of Paragraph V.D of this Order are met; and c. Facilitate the transfer of the Retail Fuel Assets to the Acquirers. 2. The Asset Maintenance Manager shall serve during the Asset Maintenance Period and shall have no duties related to any other businesses other than the Retail Fuel Business related to the Retail Fuel Assets during the Asset Maintenance Period.

3. The Asset Maintenance Manager shall report directly and exclusively to the Monitor.

4. Respondents shall indemnify the Asset Maintenance Manager and hold him or her harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the Asset Maintenance Manager’s duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense, of any claim, whether or not resulting in any liability, except to the extent that such losses, claims, damages, liabilities, or expenses result from either the Asset Maintenance Manager’s malfeasance, gross negligence, willful or wanton acts, or bad faith.

VOLUME 172 Order to Maintain Assets 5. If Mr. Michniewicz resigns or the Commission staff, in consultation with the Monitor, determines that he has ceased to act, has failed to act diligently, or is otherwise unable to continue serving in this role, Respondents, within 5 days of receipt of written notice of such determination and in consultation with Commission staff and the Monitor, shall designate a substitute Asset Maintenance Manager.

B. During the Asset Maintenance Period, Respondents shall, subject to legal and regulatory requirements:

1. Operate the Retail Fuel Business relating to the Retail Fuel Assets in the ordinary course of business consistent with past practices and take all actions necessary to maintain the full economic viability, marketability, and competitiveness of such Retail Fuel Business;

2. Prevent the destruction, removal, wasting, deterioration, closing, or impairment (other than as a result of ordinary wear and tear) of the Retail Fuel Assets, including:

a. Maintaining, repairing, and replacing any Equipment to the extent and in a manner consistent with past practices;

b. Maintaining Inventory levels in a manner consistent with past practices;

c. Not terminating, canceling, renewing, or amending any Contract, except as consistent with past practices and as required by Paragraph VI.B of this Order and Paragraph II.D of the Decision and Order; and d. Not entering any Contract that would restrain or restrict the ability of the Acquirers to compete against Respondents;

3. Make any payment required to be paid under any contract or lease when due, and otherwise satisfy all liabilities and obligations associated with the Retail Fuel Assets;

4. Provide the Retail Fuel Business relating to the Retail Fuel Assets with sufficient funds to operate at least at current rates of operation, to meet all capital calls, to perform routine or necessary maintenance, to repair or replace facilities and equipment, and to carry on at least at their scheduled pace all capital projects, business plans, development projects, promotional activities, and marketing activities;

SEVEN & I HOLDINGS CO., LTD. 131 Order to Maintain Assets 5. Provide resources as may be necessary to respond to competition against the Retail Fuel Business relating to the Retail Fuel Assets, prevent diminution in sales of such Retail Fuel Business, and maintain the competitive strength of such Retail Fuel Business;

6. Not reduce operating hours;

7. Not reduce, change, or modify in any material respect, the level of marketing, promotional, pricing, or advertising practices, programs, and policies for the Retail Fuel Business related to the Retail Fuel Assets, other than changes in the ordinary course of business consistent with changes made at Respondents’ other businesses that Respondents will not divest; 8. Not target, encourage, or convert customers of the Retail Fuel Business relating to the Retail Fuel Assets to become customers of Respondents’ other businesses that will not be divested; provided, however, that nothing in this subparagraph shall prevent Respondents from engaging in advertising, marketing, and promotion activities: (i) generally applicable to all of Respondent businesses, or (ii) in the ordinary course of business and in accordance with past practice;

9. Provide support services at levels customarily provided by Respondents; 10. Maintain all licenses, permits, approvals, authorizations, or certifications related to or necessary for the operation of the Retail Fuel Business relating to the Retail Fuel Assets, and otherwise operate such Retail Fuel Business in accordance and compliance with all regulatory obligations and requirements;

11. Not sell, transfer, encumber, or otherwise impair the Retail Fuel Assets (other than in the manner prescribed in the Orders);

12. Not take any action that lessens the full economic viability, marketability, or competitiveness of the Retail Fuel Assets;

13. Not terminate the operations of the Retail Fuel Business relating to the Retail Fuel Assets;

14. Preserve the existing relationships with suppliers, customers, employees, governmental authorities, vendors, landlords, Site Operators, and others having business relationships with the Retail Fuel Business relating to the Retail Fuel Assets;

VOLUME 172 Order to Maintain Assets 15. Maintain the working conditions, staffing levels, and a work force of equivalent size, training, and expertise associated with the Retail Fuel Business relating to the Retail Fuel Assets, including: a. Continuing to provide each member of the Divestiture Pricing Team with all employee benefits offered by Respondents, including regularly scheduled or merit raises and bonuses, and regularly scheduled vesting of all benefits;

b. Providing reasonable financial incentives to encourage each member of the Divestiture Pricing Team to continue in their positions until the end of the Asset Maintenance Period, and as may be necessary, to facilitate their employment by an Acquirer; c. When vacancies occur, replacing the employees in the regular and ordinary course of business, in accordance with past practice; and d. Not transferring any employees from the Retail Fuel Business relating to the Retail Fuel Assets to any of Respondents’ assets or businesses that Respondents will not divest.

Provided, however, that Respondents may take actions that the Acquirer has requested or agreed to in writing and that has been approved in advance by Commission staff, in all cases to facilitate the Acquirer’s acquisition of the Retail Fuel Assets and consistent with the purposes of the Orders. III. Transition Assistance IT IS FURTHER ORDERED that:

A. Until Respondents have transferred all Business Information and divested all Retail Fuel Assets to the relevant Acquirer, Respondents shall ensure that the Business Information is maintained and updated in the ordinary course of business and shall provide the relevant Acquirer with access to that Business Information (wherever located and however stored) that Respondents have not yet transferred to the relevant Acquirer, and to employees who possess the records and information. B. At the option of an Acquirer, Respondents shall provide the Acquirer with Transitional Assistance sufficient to (1) transfer efficiently the Retail Fuel Assets to the Acquirer and (2) allow the Acquirer and Site Operator, if applicable, to operate the Retail Fuel Business with the related Retail Fuel Assets at each Location in a manner that is equivalent in all material respects to the manner in which Respondents did so prior to the Acquisition.

SEVEN & I HOLDINGS CO., LTD. 133 Order to Maintain Assets C. Respondents shall provide Transitional Assistance: 1. As set forth in a Divestiture Agreement, or as otherwise reasonably requested by the Acquirer (whether before or after the Divestiture Date); 2. At the price set forth in the Divestiture Agreement, or if no price is set forth, at Direct Cost;

3. For a period sufficient to meet the requirements of Section III; and 4. Which shall be, at the option of each Acquirer, for up to 12 months after the last Divestiture Date for that Acquirer; provided, however, that within 15 days after a request by the Acquirer, Respondent 7-Eleven shall file with the Commission a request for prior approval to extend the term for providing Transitional Assistance as the Acquirer requests in order to achieve the purposes of this Order.

D. Respondents shall allow each Acquirer to terminate, in whole or part, any Transitional Assistance of a Divestiture Agreement or otherwise agreed upon pursuant to Paragraph III.C.1 upon commercially reasonable notice and without cost or penalty.

E. Respondents shall not cease providing Transitional Assistance due to a breach by the Acquirer of a Divestiture Agreement, and shall not limit any damages (including indirect, special, and consequential damages) that the Acquirer would be entitled to receive in the event of Respondent’s breach of the Divestiture Agreement. IV. Employees IT IS FURTHER ORDERED that:

A. Until one year after the last Divestiture Date for each Acquirer, Respondents shall cooperate with and assist each Acquirer to evaluate independently and offer employment to any Relevant Employee.

B. Until 90 days after the last Divestiture Date for each Acquirer, Respondents shall: 1. No later than 10 days after a request from an Acquirer, provide a list of the requested Relevant Employees and provide Employee Information for each; 2. No later than 10 days after a request from an Acquirer, provide an opportunity to privately interview any of the Relevant Employees outside the presence or hearing of any employee or agent of any Respondent, and to make offers of employment to any of the Relevant Employees; VOLUME 172 Order to Maintain Assets 3. Remove any impediments within the control of Respondents that may deter Relevant Employees from accepting employment with an Acquirer, including removal of any non-compete or confidentiality provisions of employment or other contracts with Respondents that may affect the ability or incentive of those individuals to be employed by the Acquirer, and shall not make any counteroffer to an Relevant Employee who receives an offer of employment from the Acquirer; provided, however, that nothing in this Order shall be construed to require Respondents to terminate the employment of any employee or prevent Respondents from continuing the employment of any employee;

4. Continue to provide Relevant Employees with all employee benefits offered by Respondents, including regularly scheduled or merit raises and bonuses, and regularly scheduled vesting of all benefits;

5. Provide reasonable financial incentives to encourage Relevant Employees to continue in their positions, and as may be necessary, to facilitate the employment of such Relevant Employees by an Acquirer; and 6. Not interfere, directly or indirectly, with the hiring, recruiting, or employing by an Acquirer of any Relevant Employee, including not offering any incentive to such employees to decline employment with an Acquirer. C. Respondents shall not:

1. For a period of 90 days after the last Divestiture Date for each Acquirer, directly or indirectly, solicit or otherwise attempt to induce any Person employed at the store level by that Acquirer to terminate his or her employment with the Acquirer; and 2. For a period of 180 days after the last Divestiture Date for each Acquirer, directly or indirectly, solicit or otherwise attempt to induce any Person employed above the store level by that Acquirer to terminate his or her employment with the Acquirer.

Provided, however, Respondents may (i) hire any such Person whose employment has been terminated by the Acquirer; (ii) advertise for employees in newspapers, trade publications, or other media, or engage recruiters to conduct general employee search activities, in either case not targeted specifically at one or more Person employed by the Acquirer; or (iii) hire a Person who has applied for employment with Respondents, as long as such application was not solicited or induced in violation of Section IV.

D. To the extent that Relevant Employees are store-level employees, Site Operators shall have the same rights and access afforded to the Acquirer under Section IV. SEVEN & I HOLDINGS CO., LTD. 135 Order to Maintain Assets E. Respondent 7-Eleven shall not enforce any noncompete provision or noncompete agreement against any Person seeking employment from or otherwise doing business with any Retail Fuel Assets.

V. Confidentiality IT IS FURTHER ORDERED that:

A. Respondents shall not (x) disclose (including to Respondents’ employees) or (y) use for any reason or purpose, any Confidential Information received or maintained by Respondents; provided, however, that Respondents may disclose or use such Confidential Information in the course of:

1. Performing its obligations or as permitted under the Orders or any Divestiture Agreement; or 2. Complying with financial reporting requirements, obtaining legal advice, prosecuting or defending legal claims, investigations, or enforcing actions threatened or brought against the Retail Fuel Assets or any Retail Fuel Business, or as required by law or regulation, including any applicable securities exchange rules or regulations.

B. If disclosure or use of any Confidential Information is permitted to Respondents’ employees or to any other Person under Section V, Respondents shall limit such disclosure or use (1) only to the extent such information is required; (2) only to those employees or Persons who require such information for the purposes permitted under Paragraph V.A; and (3) only after such employees or Persons have signed an agreement to maintain the confidentiality of such information. C. Respondents shall enforce the terms of Section V and take necessary actions to ensure that their employees and other Persons comply with the terms of Section V, including implementing access and data controls, training its employees, and other actions that Respondents would take to protect their own trade secrets and proprietary information.

D. No later than the Acquisition Date and until the last divestiture to an Acquirer pursuant to Sections II and IX of the Decision and Order and Section VIII of this Order, Respondents shall:

1. Establish a Divestiture Pricing Team responsible for the retail fuel pricing for each of the Locations identified in Appendices IV, V, and VI of the Decision and Order, the Marysville Location, Lancaster Location, and the Reno Location, and obtain approval of the Monitor and Commission staff before changing or reducing the number of members of the Divestiture Pricing Team, once established pursuant to this Paragraph V.D.1; VOLUME 172 Order to Maintain Assets 2. Institute all measures and take all actions as are necessary and appropriate to prevent the direct or indirect access to or disclosure or use of any Divestiture Pricing Information by anyone other than Divestiture Pricing Team, except as is expressly permitted or required by the Orders;

3. Institute all measures and take all actions as are necessary and appropriate to prevent the direct or indirect access to or disclosure or use of any Non- Divestiture Pricing Information by the Divestiture Pricing Team; and 4. As part of the procedures and requirements described in Paragraph V.D of this Order, Respondents shall:

a. No later than the Acquisition Date, require the Divestiture Pricing Team and any other Person who may receive Non-Divestiture Pricing Information to sign an appropriate non-disclosure agreement agreeing to comply with the prohibitions and confidentiality requirements of this Order;

b. Require compliance with this Order and take appropriate action in the event of non-compliant access, use, or disclosure of Divestiture Pricing Information and Non-Divestiture Pricing Information in violation of this Order;

c. Distribute guidance and provide training regarding the procedures to all Persons referenced in Paragraph V.D.4.a of this Order; and d. Institute all necessary information technology procedures, authorizations, protocols, and any other controls necessary to comply with this Order’s prohibitions and requirements. VI. Additional Obligations IT IS FURTHER ORDERED that:

A. Respondents shall obtain, no later than the Divestiture Date for the particular Retail Fuel Assets divested on that particular Divestiture Date and at their sole expense, all Consents from third parties and all Governmental Authorizations that are necessary to effect the complete transfer and divestiture of those Retail Fuel Assets on such Divestiture Date to the Acquirer and for that Acquirer to operate any aspect of the relevant Retail Fuel Business.

Provided, however, that if Respondent 7-Eleven is unable to obtain the necessary landlord Consent for one or more Speedway Locations identified in Appendix VII of the Decision and Order, Respondent shall: (i) in consultation with the Monitor and Commission staff, substitute the corresponding Substitute Location, and (ii) SEVEN & I HOLDINGS CO., LTD. 137 Order to Maintain Assets divest the corresponding Retail Fuel Assets, as an ongoing Retail Fuel Business, to the respective Acquirer pursuant to Paragraph II.A of the Decision and Order no later than 15 days after receipt of written notification from the Commission or its staff directing such divestiture if it has not already occurred; Provided, further, however, that Respondents may satisfy the requirement to obtain all Consents from third parties by certifying that the Acquirer has entered into equivalent agreements or arrangements directly with the relevant third party that are acceptable to the Commission, or has otherwise obtained all necessary Consents and waivers; and Provided, further, however, that with respect to any Governmental Authorizations that are not transferable, Respondents shall, to the extent permitted under applicable law, allow each Acquirer and Site Operator to operate the Retail Fuel Business at the relevant Location under Respondents’ Governmental Authorizations pending the Acquirer’s, or the Site Operator’s, receipt of its own Governmental Authorizations, and Respondents shall provide such assistance as each Acquirer or each Site Operator may reasonably request in connection with its efforts to obtain such Governmental Authorizations.

B. Within 60 days of the Acquisition Date, in consultation with the respective Acquirer and the Monitor, and with the agreement of the respective Acquirer, Respondents shall obtain, at their sole expense and:

1. On customary market terms, and consistent with past practices Contracts providing an additional leasehold interest in Leased Locations 1; and 2. On terms and conditions no less favorable than current terms and conditions for such Location, a Contract providing no less than an additional 11 month leasehold interest in Leased Location 2.

Provided, however, that if Respondent 7-Eleven is unable to obtain the necessary Contract for one or more Leased Locations identified in Appendix VII of the Decision and Order, at the Acquirer’s option, Respondent shall: (i) in consultation with the Monitor and Commission staff, substitute the corresponding Substitute Location, and (ii) divest the corresponding Retail Fuel Assets to the respective Acquirer pursuant to Paragraph II.A of the Decision and Order no later than 15 days after receipt of written notification from the Commission or its staff directing such divestiture if it has not already occurred.

C. Respondent 7-Eleven shall not hold a leasehold interest or operate a retail fuel business at:

1. The Lancaster Location after January 30, 2022;

2. The Marysville Location after November 28, 2021; and VOLUME 172 Order to Maintain Assets 3. The Reno Location after September 30, 2021.

D. Respondents shall assist each potential Acquirer to conduct a due diligence investigation of the Retail Fuel Assets such Acquirer seeks to purchase, including by providing sufficient and timely access to all information customarily provided as part of a due diligence process, and affording each Acquirer and its representatives (including prospective lenders and their representatives) full and free access, during regular business hours, to the personnel, assets, Contracts, Governmental Authorizations, Business Information, with such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Respondents.

VII. Monitor IT IS FURTHER ORDERED that:

A. The Commission appoints The Claro Group, LLC as the Monitor to observe and report on Respondents’ compliance with their obligations as set forth in the Orders. B. The Respondents and the Monitor may enter into an agreement relating to the Monitor’s services. Any such agreement:

1. Shall be subject to the approval of the Commission; 2. Shall not limit, and the signatories shall not construe it to limit, the terms of Section VII of this Order or the Section relating to the Monitor in the Decision and Order (“Monitor Sections”), and to the extent any provision in the agreement varies from or conflicts with any provision in the Monitor Sections, Respondents and the Monitor shall comply with the Monitor Sections; and 3. Shall include a provision stating that the agreement does not limit, and the signatories shall not construe it to limit, the terms of the Orders in this matter, and to the extent any provision in the agreement varies from or conflicts with any provision in the Orders, Respondents and the Monitor shall comply with the Orders.

C. The Monitor shall:

1. Have the authority to monitor Respondents’ compliance with the obligations set forth in the Orders;

2. Act in consultation with the Commission or its staff; SEVEN & I HOLDINGS CO., LTD. 139 Order to Maintain Assets 3. Serve as an independent third party and not as an employee or agent of Respondents or of the Commission;

4. Serve without bond or other security;

5. At the Monitor’s option, employ such consultants, accountants, attorneys, and other representatives and assistants as are reasonably necessary to carry out the Monitor’s duties and responsibilities;

6. Enter into a non-disclosure or other confidentiality agreement with the Commission related to Commission materials and information received in connection with the performance of the Monitor’s duties and require that each of the Monitor’s consultants, accountants, attorneys, and other representatives and assistants shall also enter into a non-disclosure or other confidentiality agreement with the Commission;

7. Notify staff of the Commission, in writing, no later than 5 days in advance of entering into any arrangement that creates a conflict of interest, or the appearance of a conflict of interest, including a financial, professional or personal conflict. If the Monitor becomes aware of a such a conflict only after it has arisen, the Monitor shall notify the Commission as soon as the Monitor becomes aware of the conflict;

8. Report in writing to the Commission concerning Respondents’ compliance with this Order 30 days after this Order is issued, and every 60 days thereafter until Respondents have complied fully with Sections II, IV, and VI of the Decision and Order and at any other time requested by the staff of the Commission; and 9. Unless the Commission or its staff determine otherwise, the Monitor shall serve until Commission staff determines that Respondents have satisfied all obligations under Sections II, IV, VI of the Decision and Order, and files a final report.

D. Respondents shall:

1. Cooperate with and assist the Monitor in performing his or her duties for the purpose of reviewing Respondents’ compliance with their obligations under the Orders, including as requested by the Monitor, (a) providing the Monitor full and complete access to personnel, information and facilities; and (b) making such arrangements with third parties to facilitate access by the Monitor;

2. Not interfere with the ability of the Monitor to perform his or her duties pursuant to the Orders;

VOLUME 172 Order to Maintain Assets 3. Pay the Monitor’s fees and expenses as set forth in an agreement approved by the Commission, or if such agreement has not been approved, pay the Monitor’s customary fees, as well as expenses the Monitor incurs performing his or her duties under the Orders, including expenses of any consultants, accountants, attorneys, and other representatives and assistants that are reasonably necessary to assist the Monitor in carrying out his or her duties and responsibilities;

4. Not require the Monitor to disclose to Respondents the substance of the Monitor’s communications with the Commission or any other Person or the substance of written reports submitted to the Commission pursuant to the Orders; and 5. Indemnify and hold the Monitor harmless against any loss, claim, damage, liability, and expense (including attorneys’ fees and out of pocket costs) that arises out of, or is connected with, a claim concerning the performance of the Monitor’s duties under the Orders, unless the loss, claim, damage, liability, or expense results from gross negligence or willful misconduct by the Monitor.

E. Respondents may require the Monitor and each of the Monitor’s consultants, accountants, attorneys, and other representatives and assistants to enter into a customary confidentiality agreement, so long as the agreement does not restrict the Monitor’s ability to access personnel, information, and facilities or provide information to the Commission, or otherwise observe and report on the Respondents’ compliance with the Orders.

F. If the Monitor resigns or the Commission determines that the Monitor has ceased to act, has failed to act diligently, or is otherwise unable to continue serving as a Monitor due to the existence of a conflict or other reasons, the Commission may appoint a substitute Monitor. The substitute Monitor shall be afforded all rights, powers, and authorities and shall be subject to all obligations of the Monitor Paragraphs of the Orders. The Commission shall select the substitute Monitor, subject to the consent of the Respondents who:

1. Shall not unreasonably withhold consent to the appointment of the selected substitute Monitor;

2. Shall be deemed to have consented to the selection of the proposed substitute Monitor if, within 10 days of notice by staff of the Commission of the identity of the proposed substitute Monitor, Respondents have not opposed in writing, including the reasons for opposing, the selection of the proposed substitute Monitor; and SEVEN & I HOLDINGS CO., LTD. 141 Order to Maintain Assets 3. May enter into an agreement with the substitute Monitor relating to the substitute Monitor’s services that either (a) contains substantially the same terms as the Commission-approved agreement referenced in Paragraph VII.B; or (b) receives Commission approval.

G. The Commission may on its own initiative or at the request of the Monitor issue such additional orders or directions as may be necessary or appropriate to assure compliance with the requirements of the Orders.

VIII. Divestiture Trustee IT IS FURTHER ORDERED that:

B. In the event that the Commission or the Attorney General brings an action pursuant to § 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45(l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a Divestiture Trustee in such action to assign, grant, license, divest, transfer, deliver, or otherwise convey these assets. Neither the appointment of a Divestiture Trustee nor a decision not to appoint a Divestiture Trustee under this Section shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed Divestiture Trustee, pursuant to § 5(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondents to comply with the Orders.

C. The Commission shall select the Divestiture Trustee, subject to the consent of Respondents which consent shall not be unreasonably withheld. The Divestiture Trustee shall be a Person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed Divestiture Trustee within 10 days after notice by the staff of the Commission to Respondents of the identity of any proposed Divestiture Trustee, Respondents shall be deemed to have consented to the selection of the proposed Divestiture Trustee.

VOLUME 172 Order to Maintain Assets D. Not later than 10 days after the appointment of a Divestiture Trustee, Respondents shall execute a trust agreement that, subject to the prior approval of the Commission, transfers to the Divestiture Trustee all rights and powers necessary to permit the Divestiture Trustee to effect the divestitures required by this Order. Any failure by Respondents to comply with a trust agreement approved by the Commission shall be a violation of this Order.

E. If a Divestiture Trustee is appointed by the Commission or a court pursuant to Section VIII, Respondents shall consent to the following terms and conditions regarding the Divestiture Trustee’s powers, duties, authority, and responsibilities: 1. Subject to the prior approval of the Commission, the Divestiture Trustee shall have the exclusive power and authority to assign, grant, license, divest, transfer, deliver, or otherwise convey the assets that are required by this Order to be assigned, granted, licensed, divested, transferred, delivered, or otherwise conveyed;

2. The Divestiture Trustee shall have one year from the date the Commission approves the trustee trust agreement described herein to accomplish the divestitures, which shall be subject to the prior approval of the Commission. If, however, at the end of the one year period, the Divestiture Trustee has submitted a plan of divestiture or the Commission believes that the divestitures can be achieved within a reasonable time, the divestiture period may be extended by the Commission; provided, however, the Commission may extend the divestiture period only 2 times;

5. The Divestiture Trustee shall serve, without bond or other security, at the cost and expense of Respondents, on such reasonable and customary terms and conditions as the Commission or a court may set. The Divestiture Trustee shall have the authority to employ, at the cost and expense of Respondents, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the Divestiture Trustee’s duties and responsibilities. The Divestiture Trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission of the account of the Divestiture Trustee, including fees for the Divestiture Trustee’s services, all remaining monies shall be paid at the direction of the Respondents, and the Divestiture Trustee’s power shall be terminated. The compensation of the Divestiture Trustee shall be based at least in significant part on a commission arrangement contingent on the divestiture of all of the relevant assets that are required to be divested by the Decision and Order; 6. Respondents shall indemnify the Divestiture Trustee and hold the Divestiture Trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the Divestiture Trustee’s duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of, any claim, whether or not resulting in any liability, except to the extent that such losses, claims, damages, liabilities, or expenses result from gross negligence or willful misconduct by the Divestiture Trustee; 7. The Divestiture Trustee shall have no obligation or authority to operate or maintain the Divestiture Assets required to be divested by the Decision and Order;

8. The Divestiture Trustee shall report in writing to Respondents and to the Commission every 30 days concerning the Divestiture Trustee’s efforts to accomplish the divestiture; and VOLUME 172 Order to Maintain Assets 9. Respondents may require the Divestiture Trustee and each of the Divestiture Trustee’s consultants, accountants, attorneys, and other representatives and assistants to sign a customary confidentiality agreement; provided, however, that such agreement shall not restrict the Divestiture Trustee from providing any information to the Commission.

F. The Commission may, among other things, require the Divestiture Trustee and each of the Divestiture Trustee’s consultants, accountants, attorneys, and other representatives and assistants to sign an appropriate confidentiality agreement related to Commission materials and information received in connection with the performance of the Divestiture Trustee’s duties.

G. If the Commission determines that a Divestiture Trustee has ceased to act or failed to act diligently, the Commission may appoint a substitute Divestiture Trustee in the same manner as provided in Section VIII of this Order. H. The Commission or, in the case of a court-appointed Divestiture Trustee, the court, may on its own initiative or at the request of the Divestiture Trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestitures and other obligations or action required by the Orders. IX. Prior Approval and Prior Notice IT IS FURTHER ORDERED that:

A. For the term of this Order, Respondent 7-Eleven shall not, without prior approval of the Commission, acquire directly or indirectly, through subsidiaries or otherwise, any leasehold, ownership interest, commission franchise interest, or any other interest, in whole or in part, in the Retail Fuel Assets and the 7-Eleven Commission Franchise Location.

B. Respondent 7-Eleven shall not, without providing advance written notification to the Commission (“Notification”):

1. Acquire, directly or indirectly, through subsidiaries or otherwise, any leasehold, ownership interest, or any other interest, in whole or in part, in the Retail Fuel Assets or any concern, corporate or non-corporate, or in any assets engaged in the sale of Fuel Products at a Prior Notice Location, provided however, prior notification shall not be required by this Paragraph IX.B.1 for a transaction for which approval is required to be made, and has been made, pursuant to Paragraph IX.A; or 2. Enter into any contract with any concern, corporate or non-corporate, engaged in the sale of Fuel Products at a Prior Notice Location in which Respondents will control the retail price of such products. SEVEN & I HOLDINGS CO., LTD. 145 Order to Maintain Assets C. The Notification shall:

1. Be provided on the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations as amended, and shall be prepared and transmitted in accordance with the requirements of that part, except that no filing fee will be required for any such Notification, Notification shall be filed with the Secretary of the Commission, Notification need not be made to the United States Department of Justice, and Notification is required only of the Respondent 7-Eleven and not of any other party to the transaction;

2. Include a description of the proposed acquisition and provide: a. A map showing all retail fuel outlets by ownership (e.g., OPIS Corporate Brand) within 5 driving miles of the relevant Prior Notice Location;

b. For each retail fuel outlet owned by Respondent 7-Eleven that is located within 5 driving miles of the relevant Prior Notice Location, a list of the retail fuel outlets that Respondent 7-Eleven monitored at any time within the preceding 12 month period (to the extent such information is available); and c. Respondent 7-Eleven’s pricing strategy in relation to each monitored retail fuel outlet identified in response to Paragraph IX.C.2.b of this Order.

3. Provide the Notification to the Commission at least 30 days prior to consummating the transaction (hereinafter referred to as the “first waiting period”). Further, if, within the first waiting period, representatives of the Commission make a written request for additional information or documentary material (within the meaning of 16 C.F.R. § 803.20), Respondent 7-Eleven shall not consummate the transaction until 30 days after submitting such additional information or documentary material. 4. Early termination of the waiting periods in Section IX may be requested and, where appropriate, granted by letter from the Bureau of Competition, provided, however, that prior notification shall not be required by Section IX for a transaction for which notification is required to be made, and has been made, pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a. 5. If related to a geographic area located within a Specified State, Respondent 7- Eleven shall provide a copy of each Notification described in Section IX to the relevant Attorney General’s Office for the Specified State at the same time that such Notification is transmitted to the Commission. VOLUME 172 Order to Maintain Assets X. Compliance Reports IT IS FURTHER ORDERED that:

A. Respondents shall:

1. Within 60 days of the Acquisition Date, submit a schedule of anticipated Divestiture Dates by Location that has received prior written approval by the relevant Acquirer, and within 5 days of modifying any anticipated Divestiture Date, submit the modified divestiture schedule. 2. Notify Commission staff via email at [email protected] of the Acquisition Date and of each Divestiture Date no later than 5 days after the occurrence of each; and 3. Submit each complete Divestiture Agreement to the Commission at [email protected] and [email protected] no later than 30 days after the last Divestiture Date for each Acquirer.

B. Respondents shall file verified written reports (“Compliance Reports”) in accordance with the following:

1. Respondents shall submit:

a. Interim Compliance Reports 30 days after this Order to Maintain Assets is issued, and every 60 days thereafter until the Commission issues a Decision and Order in this matter; and b. Additional Compliance Reports as the Commission or its staff may request;

2. Each Compliance Report shall contain sufficient information and documentation to enable the Commission to determine independently whether Respondents are in compliance with the Orders. Conclusory statements that Respondents have complied with their obligations under the Orders are insufficient. Respondents shall include in their Compliance Reports, among other information or documentation that may be necessary to demonstrate compliance:

a. A full description of the measures Respondents have implemented or plan to implement to ensure that they have complied or will comply with each Section the Orders; and SEVEN & I HOLDINGS CO., LTD. 147 Order to Maintain Assets b. Until 60 days after the last Divestiture Date, a full description of the steps Respondents took to comply with Section VI and Section VII of the Decision and Order since the last interim Compliance Report; 3. For a period of 5 years after filing a Compliance Report, each Respondent shall retain all material written communications with each party identified in each Compliance Report and all non-privileged internal memoranda, reports, and recommendations concerning fulfilling Respondent’s obligations under the Orders during the period covered by such Compliance Report. Respondent shall provide copies of these documents to Commission staff upon request.

4. Each Respondent shall verify each Compliance Report in the manner set forth in 28 U.S.C. § 1746 by the Chief Executive Officer or another officer or employee specifically authorized to perform this function. Respondent shall file its Compliance Reports with the Secretary of the Commission at [email protected] and the Compliance Division at [email protected], as required by Commission Rule 2.41(a), 16 C.F.R. § 2.41(a). In addition, Respondent shall provide a copy of each Compliance Report to the Monitor if the Commission has appointed one in this matter. Provided, however, that Respondent Marathon’s reporting obligations under Section X shall cease once it has completed its obligations under Sections II, IV and VI of the Decision and Order.

XI. Change in Respondent IT IS FURTHER ORDERED that each Respondent shall notify the Commission at least 30 days prior to:

A. The proposed dissolution of Seven & i Holdings Co., Ltd., 7-Eleven, Inc., or Marathon Petroleum Corporation, respectively;

B. The proposed acquisition, merger or consolidation of Seven & i Holdings Co., Ltd., 7- Eleven, Inc., or Marathon Petroleum Corporation, respectively; or C. Any other change in Respondents, including assignment and the creation, sale, or dissolution of subsidiaries, if such change may affect compliance obligations arising out of the Orders.

XII. Access IT IS FURTHER ORDERED that, for purposes of determining or securing compliance with this Order, and subject to any legally recognized privilege, upon written request and 5 days notice to the relevant Respondent, made to its principal place of business as identified in this Order, VOLUME 172 Order to Maintain Assets registered office of its United States subsidiary, or its headquarters office, the notified Respondent shall, without restraint or interference, permit any duly authorized representative of the Commission:

A. Access, during business office hours of the Respondent and in the presence of counsel, to all facilities and access to inspect and copy all business and other records and all documentary material and electronically stored information as defined in Commission Rules 2.7(a)(1) and (2), 16 C.F.R. § 2.7(a)(1) and (2), in the possession or under the control of the Respondent related to compliance with this Order, which copying services shall be provided by the Respondent at the request of the authorized representative of the Commission and at the expense of the Respondent; or B. To interview officers, directors, or employees of the Respondent, who may have counsel present, regarding such matters.

XIII. Purpose IT IS FURTHER ORDERED that the purpose of this Order is to maintain the full economic viability, marketability and competitiveness of the Retail Fuel Business at the Locations identified in Appendices IV, V, and VI, and as applicable, Substitute Locations identified in Appendix VII of the Decision and Order, through their full transfer and delivery to an Acquirer; to minimize any risk of loss of competitive potential for such Retail Fuel Business at the Locations; and to prevent the destruction, removal, wasting, deterioration, or impairment of any of the Retail Fuel Assets except for ordinary wear and tear.

XIV. Term IT IS FURTHER ORDERED that this Order to Maintain Assets shall terminate the day after the Decision and Order in this matter becomes final or the Commission withdraws acceptance of the Consent Agreement pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34. By the Commission, Chair Khan not participating.

DECISION The Federal Trade Commission initiated an investigation of the proposed acquisition by Respondent Seven & i Holdings Co., Ltd., through its wholly owned subsidiary, Respondent 7 Eleven, Inc., (collectively “7-Eleven”), of voting securities and non-corporate interest of 13 subsidiaries from Respondent Marathon Petroleum Corporation (“Marathon”) (collectively SEVEN & I HOLDINGS CO., LTD. 149 Decision and Order “Respondents”). The Commission’s Bureau of Competition prepared and furnished to Respondents the Draft Complaint, which it proposed to present to the Commission for its consideration. If issued by the Commission, the Draft Complaint would charge Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45 (collectively “Acts”). Respondents and the Bureau of Competition executed an Agreement Containing Consent Orders (“Consent Agreement”) containing (1) an admission by Respondents of all the jurisdictional facts set forth in the Draft Complaint, (2) a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by Respondents that the law has been violated as alleged in the Draft Complaint, or that the facts as alleged in the Draft Complaint, other than jurisdictional facts, are true, (3) waivers and other provisions as required by the Commission’s Rules, and (4) a proposed Decision and Order and Order to Maintain Assets.

The Commission considered the matter and determined that it had reason to believe that Respondents have violated the said Acts, and that a complaint should issue stating its charges in that respect. The Commission accepted the Consent Agreement and placed it on the public record for a period of 30 days for the receipt and consideration of public comments; at the same time, it issued and served its Complaint and Order to Maintain Assets. The Commission duly considered any comments received from interested persons pursuant to Commission Rule 2.34, 16 C.F.R. § 2.34. Now, in further conformity with the procedure described in Rule 2.34, the Commission makes the following jurisdictional findings, and issues the following Decision and Order (“Order”):

1. Respondent Seven & i Holdings Co., Ltd. is a corporation organized, existing, and doing business under and by virtue of the laws of Japan, with its headquarters and principal place of business located at 8-8 Nibancho, Chiyoda-Ku, Tokyo, Japan 102-8452, and its United States address for service of process is as follows, Senior Counsel, Dawud Crooms, 7-Eleven Inc., 3200 Hackberry Road, Irving, Texas 75063.

4. The Commission has jurisdiction over the subject matter of this proceeding and over the Respondents, and the proceeding is in the public interest. VOLUME 172 Decision and Order ORDER I. Definitions IT IS ORDERED that, as used in this Order, the following definitions apply: A. “7-Eleven” means Seven & i Holdings Co., Ltd., its directors, officers, employees, agents, representatives, successors, and assigns; and the joint ventures, subsidiaries, partnerships, divisions, groups, and affiliates controlled by Seven & i Holdings Co., Ltd., including Respondent 7-Eleven, Inc., and the respective directors, officers, employees, agents, representatives, successors, and assigns of each. B. “Marathon” means Marathon Petroleum Corporation, its directors, officers, employees, agents, representatives, successors, and assigns; and the joint ventures, subsidiaries, including Speedway LLC, divisions, groups, and affiliates controlled by Marathon Petroleum Corporation, and the respective directors, officers, employees, agents, representatives, successors, and assigns of each. C. “Commission” means the Federal Trade Commission. D. “Acquirer” means:

1. Anabi Oil;

2. CrossAmerica Partners;

3. Jacksons Food Stores; or 4. Any other Person that acquires the Retail Fuel Assets pursuant to this Order. E. “Acquisition” means the proposed acquisition described in the agreement titled “Purchase and Sales Agreement by and among Marathon Petroleum Corporation, The Entities Set Forth On Schedule I Hereto And 7-Eleven, Inc. Dated as of August 2, 2020.”

F. “Acquisition Date” means the date Respondents consummate the Acquisition. G. “7-Eleven Commission Franchise Location” means the Location at 1545 W. Ann Arbor Road, Plymouth, Michigan 48170.

H. “Anabi Oil” means Anabi Oil Corporation, a corporation organized, existing, and doing business under, and by virtue of the laws of California, with its office and principal place of business located at 1450 N. Benson Avenue, Upland, California 91786.

SEVEN & I HOLDINGS CO., LTD. 151 Decision and Order I. “Anabi Oil Divestiture Agreement” means the Asset Purchase Agreement by and between 7-Eleven, Inc., the Speedway Subsidiary Sellers, and Anabi Real Estate Development, LLC, FL Sonshine, Inc. and Midwest Convenience, Inc., dated as of March 15, 2021, and all amendments, exhibits, attachments, agreements (including agreements to provide Transitional Assistance), and schedules thereto, attached to this Order as Nonpublic Appendix I.

J. “Asset Maintenance Manager” means any Person designated pursuant to Section VI of this Order and Section II of the Order to Maintain Assets. K. “Asset Maintenance Period” means the period from the Acquisition Date until one day after all Retail Fuel Assets have been divested to all Acquirers pursuant to Section II or Section IX and transferred to all Acquirers. L. “Business Information” means books, records, data, and information, wherever located and however stored, used in the operation of the Retail Fuel Business relating to the Retail Fuel Assets, including documents, written information, graphic materials, and data and information in electronic format, along with the knowledge of employees, contractors, and representatives. Business Information includes books, records, information, and data relating to sales, marketing, logistics, products and SKUs, pricing, promotions, advertising, personnel, accounting, business strategy, information technology systems, customers, suppliers, vendors, research and development, Equipment, operations, and all other information used in the operation of the Retail Fuel Business relating to the Retail Fuel Assets.

M. “Confidential Information” means all Business Information not in the public domain, except for any information that was or becomes generally available to the public other than as a result of disclosure by Respondents. N. “Consent” means an approval, consent, ratification, wavier or other authorization. O. “Contract” means an agreement, contract, lease, license agreement, consensual obligation, promise or undertaking (whether written or oral and whether express or implied), whether or not legally binding with third parties. P. “CrossAmerica Partners” means CrossAmerica Partners, LP a limited partnership organized, existing, and doing business under, and by virtue of the laws of Delaware, with its office and principal place of business located at 600 Hamilton Street, Suite 500, Allentown, Pennsylvania 18101.

VOLUME 172 Decision and Order Q. “CrossAmerica Partners Divestiture Agreement” means the Asset Purchase Agreement by and among 7-Eleven, Inc., Speedway Subsidiary Sellers, CAPL JKM Partners LLC, Joe’s Kwik Marts LLC, CAPL JKM Realty Holdings LLC, and CAPL JKM Wholesale LLC, and all amendments, exhibits, attachments, agreements (including agreements to provide Transitional Assistance), and schedules thereto, attached to this Order as Nonpublic Appendix II. R. “Direct Cost” means the cost of labor, materials, travel, and other expenditures directly incurred. The cost of any labor included in Direct Cost shall not exceed the hours of labor provided times the then-current average hourly wage rate, including benefits, for the employee providing such labor; provided, however, that with respect to the transitional supply of Fuel Products, Fuel Products Cost shall be calculated net of any rebates, Renewable Identification Number sharing, or other discounts or allowances and shall not include any mark-up, profit, overhead, minimum volume penalties, or other upward adjustments by Respondents. S. “Divestiture Agreements” means:

1. Anabi Oil Divestiture Agreement;

2. CrossAmerica Partners Divestiture Agreement;

3. Jacksons Food Stores Divestiture Agreement; or 4. Any agreement between Respondents (or a Divestiture Trustee appointed pursuant to Section IX of this Order) and an Acquirer to purchase the Retail Fuel Assets, and all amendments, exhibits, attachments, agreements, and schedules thereto.

T. “Divestiture Date” means the closing date of any Retail Fuel Asset by a particular Acquirer as required by this Order.

U. “Divestiture Pricing Information” means any information considered in determining the Fuel Products retail price, including all final posted prices, at Locations identified in Appendices IV, V, and VI, the Marysville Location, Lancaster Location, and Reno Location.

V. “Divestiture Pricing Team” means the Asset Maintenance Manager and any employee(s) who are designated by Respondents to be solely, officially, and directly responsible for overseeing, establishing, setting, or changing the retail prices of Fuel Products at the Locations identified in Appendices IV, V, and VI, the Marysville Location, Lancaster Location, and Reno Location. The Divestiture Pricing Team initially includes those Persons identified in Appendix XIII. SEVEN & I HOLDINGS CO., LTD. 153 Decision and Order W. “Divestiture Trustee” means the Person appointed by the Commission pursuant to Section IX of this Order.

X. “Employee Information” means to the extent permitted by law, the following information summarizing the employment history of each employee that includes: 1. Name, job title or position, date of hire, and effective service date; 2. Specific description of the employee’s responsibilities; 3. The employee’s base salary or current wages;

4. Most recent bonus paid, aggregate annual compensation for Respondent’s last fiscal year, and current target or guaranteed bonus, if any; 5. Written performance reviews for the past three years, if any; 6. Employment status (i.e., active or on leave or disability; full-time or parttime);

7. Any other material terms and conditions of employment in regard to such employee that are not otherwise generally available to similarly situated employees; and 8. At the Acquirer’s option, copies of all employee benefit plans and summary plan descriptions (if any) applicable to the employee. Y. “EMV Compliance” means compliance with the current standards and practices related to payment card chip technology at fuel dispensers promulgated or endorsed by the EMVCo.

Z. “Equipment” means all tangible personal property (other than Inventories) of every kind owned or leased by Respondents in connection with the operation of the Retail Fuel Business, including, but not limited to all: fixtures, furniture, computer equipment and third-party software, office equipment, telephone systems, security systems, registers, credit card systems, credit card invoice printers and electronic point of sale devices, money order machines and money order stock, shelving, display racks, walk-in boxes, furnishings, signage, canopies, fuel dispensing equipment, UST systems (including all fuel storage tanks, fill holes and fill hole covers and tops, pipelines, vapor lines, pumps, hoses, Stage I and Stage II vapor recovery equipment, containment devices, monitoring equipment, cathodic protection systems, and other elements associated with any of the foregoing), parts, tools, supplies, and all other items of equipment or tangible personal property of any nature or other systems used in the operation of the Retail Fuel Business at the Locations, together with any express or implied warranty by the manufacturers or VOLUME 172 Decision and Order sellers or lessors of any item or component part, to the extent such warranty is transferrable, and all maintenance records and other related documents. AA. “Fuel Products” means refined petroleum gasoline and diesel products. BB. “Governmental Authorization” means a Consent, license, registration, or permit issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement. CC. “Group A Locations” means the Locations identified in Appendix IV of this Order. DD. “Group B Locations” means the Locations identified in Appendix V of this Order. EE. “Group C Locations” means the Locations identified in Appendix VI of this Order. FF. “Intellectual Property” means all intellectual property, including commercial names, assumed fictional business names, trade names, “doing business as” (d/b/a names), registered and unregistered trademarks, service marks and applications, and trade dress; patents, patent applications and inventions and discoveries that may be patentable; registered and unregistered copyrights in both published works and unpublished works; know-how, trade secrets, confidential or proprietary information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints; and rights in internet web sites and internet domain names presently used.

GG. “Inventories” means all inventories of every kind and nature held for retail sale associated with the Retail Fuel Assets, including: (1) all Fuel Products, kerosene, and other petroleum-based motor fuels stored in bulk and held for sale to the public; and (2) all usable, non-damaged and non-out-of-date products and items held for sale to the public, including, without limitation, all food-related items requiring further processing, packaging, or preparation and ingredients from which prepared foods are made to be sold.

HH. “Jacksons Food Stores” means Jacksons Food Stores, Inc. a corporation organized, existing, and doing business under, and by virtue of the laws of Nevada, with its office and principal place of business located at 3450 Commercial Ct., Meridian, Idaho 83642.

II. “Jacksons Food Stores Divestiture Agreement” means the Asset Purchase Agreement by and between 7-Eleven, Inc., the Speedway Subsidiary Sellers and Jacksons Food Stores, Inc. dated as of March 17, 2021, and all amendments, exhibits, attachments, agreements (including agreements to provide Transitional Assistance), and schedules thereto, attached to this Order as Nonpublic Appendix III.

SEVEN & I HOLDINGS CO., LTD. 155 Decision and Order JJ. “Lancaster Location” means the Location at 1711 E Avenue J, Lancaster California 93535.

KK. “Leased Locations 1” means the Locations identified in Nonpublic Appendix XI. LL. “Leased Location 2” means the Location identified on Nonpublic Appendix XII. MM. “Location” means any existing retail facility engaged in the activities of the Retail Fuel Business.

NN. “Marysville Location” means the Location at 8820 Quil Ceda Boulevard, Marysville, Washington 98271.

OO. “Monitor” means any Person appointed by the Commission to serve as a monitor pursuant to this Order or the Order to Maintain Assets. PP. “Non-Divestiture Pricing Information” means any information considered in determining the Fuel Products retail price, including all final posted prices, at Locations other than the Locations identified in Appendices IV, V, and VI, the Marysville Location, Lancaster Location, and Reno Location. QQ. “Orders” means this Order and the Order to Maintain Assets entered in this action. RR. “PCI Compliance” means compliance with the current standards and practices promulgated or endorsed by the PCI Security Standards Council. SS. “Person” means any individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture, or other entity or a governmental body. TT. “Prior Notice Location” means the Locations identified in Nonpublic Appendix VIII of this Order.

UU. “Relevant Employee” means full-time employees, part-time employees, or contract employees, who were (1) employed by or under contract with Respondent Marathon at any time during the 90 days preceding the Acquisition Date or at any time after the Acquisition Date, and whose duties relate or related to operating the Retail Fuel Business at the Locations identified in Appendices IV, V, and VI, including store-level employees district managers, regional manager, and above store-level employees relating to sales, marketing, promotions, pricing, maintenance, repairs, and back-office functions; provided, however, Relevant Employee for this subparagraph does not include Speedway’s employees identified in Nonpublic Appendix IX to this Order; and (2) store-level employees employed by or under contract with Respondent 7-Eleven at any time during the 90 days preceding the Acquisition Date or any time after the Acquisition Date and whose VOLUME 172 Decision and Order duties relate exclusively to any divested Location that was under Respondent 7 Eleven’s control prior to the Acquisition Date.

VV. “Reno Location” means the Location at 99 Damonte Ranch Parkway, Reno, Nevada, 89521.

WW. “Retail Fuel Assets” means all of Respondents’ right, title, and interest in and to all property and assets, real, personal, or mixed, tangible and intangible, of every kind and description, wherever located, used in, or relating to the Retail Fuel Business operated at (x) Locations identified in Appendices IV, V, and VI, and (y) as applicable pursuant to Paragraphs II.E or II.F, Substitute Locations identified in Appendix VII, of this Order, including:

1. All real property interests (including fee simple interests and real property leasehold interests), including all easements, and appurtenances, together with all buildings and other structures, facilities, and improvements located thereon, owned, leased, or otherwise held;

2. All Equipment, including any Equipment removed from the Location since the date of the announcement of the Acquisition and not replaced; 3. All Inventories;

4. All accounts receivable;

5. All Contracts and all outstanding offers or solicitations to enter into any Contract, and all rights thereunder and related thereto; 6. All Governmental Authorizations and all pending applications therefor or renewals thereof, to the extent transferable;

7. All Business Information; and 8. All intangible rights and property, including going concern value, goodwill, and telephone listings.

Provided, however, that Retail Fuel Assets shall not include any Locations identified in Appendices IV, V, and VI for which the corresponding Substitute Location identified in Appendix VII is divested;

Provided, further, however, that the Retail Fuel Assets need not include the Retained Assets or (i) corporate or regional offices, and (ii) trade secrets, trade names, and trademarks used corporate-wide.

SEVEN & I HOLDINGS CO., LTD. 157 Decision and Order XX. “Retail Fuel Business” means all business activities conducted by Respondents prior to the Acquisition Date including the (1) retail sale of Fuel Products, and (2) the operation of any associated convenience store and other business or service. YY. “Retained Assets” means:

1. Intellectual Property;

2. Software that can readily be purchased or licensed from sources other than Respondents and that has not been materially modified (other than through user preference settings);

3. Enterprise software that Respondents used primarily to manage and account for businesses other than the relevant business to be divested; 4. Any tax asset relating to (a) the Retail Fuel Assets for pre-Divestiture Date tax periods or (b) any tax liability for which any Respondent is responsible; 5. All accounts receivable, notes receivable, rebates receivable and other miscellaneous receivables of any Respondent that arise out of the operation of the Retail Fuel Business relating to the Retail Fuel Assets prior to the Divestiture Date; and 6. Assets identified in Nonpublic Appendix X to this Order ZZ. “Site Operator” means a Person who enters into an agreement with an Acquirer to operate the convenience store and related businesses and services associated with a Location.

AAA. “Specified State” means California and Florida.

BBB. “Substitute Location” means one or more 7-Eleven Locations identified in Appendix VII corresponding to a Speedway Location.

CCC. “Transitional Assistance” means technical services, personnel, assistance, training, the supply of Fuel Product, and other logistical, administrative, and other transitional support as required by an Acquirer or Site Operator to facilitate the transfer of the Retail Fuel Assets from the Respondents to the Acquirer or Site Operator, including, but not limited to, services, training, personnel, and support related to: audits, finance and accounting, accounts receivable, accounts payable, employee benefits, payroll, pensions, human resources, information technology and systems, maintenance and repair of facilities and equipment, Fuel Products supply, purchasing, quality control, R&D support, technology transfer, use of Respondents’ brands for transitional purposes, operating permits and licenses, regulatory VOLUME 172 Decision and Order compliance, PCI Compliance, EMV Compliance, sales and marketing, customer service, and supply chain management and customer transfer logistics. II. Divestiture IT IS FURTHER ORDERED that:

A. Pursuant to the scheduled Divestiture Dates submitted under Paragraph XI.A.1., Respondents shall:

1. Divest the Retail Fuel Assets related to the Group A Locations, as ongoing Retail Fuel Businesses, absolutely and in good faith, to Anabi Oil as follows:

a. Within 90 days of the Acquisition Date, no fewer than 20 percent of the total number of Group A Locations;

b. Within 120 days of the Acquisition Date, no fewer than an additional 20 percent of the total number of Group A Locations;

c. Within 150 days of the Acquisition Date, no fewer than an additional 20 percent of the total number of Group A Locations; and d. Within 180 days of the Acquisition Date, all the Group A Locations; 2. Divest the Retail Fuel Assets related to the Group B Locations, as ongoing Retail Fuel Businesses, absolutely and in good faith, to CrossAmerica Partners as follows:

a. Within 90 days of the Acquisition Date, no fewer than 20 percent of the total number of Group B Locations;

b. Within 120 days of the Acquisition Date, no fewer than an additional 20 percent of the total number of Group B Locations;

c. Within 150 days of the Acquisition Date, no fewer than an additional 20 percent of the total number of Group B Locations; and d. Within 180 days of the Acquisition Date, all the Group B Locations; 3. Divest the Retail Fuel Assets related to the Group C Locations, as ongoing Retail Fuel Businesses, absolutely and in good faith, to Jacksons Food Stores as follows:

SEVEN & I HOLDINGS CO., LTD. 159 Decision and Order a. Within 90 days of the Acquisition Date, no fewer than 20 percent of the total number of Group C Locations;

b. Within 120 days of the Acquisition Date, no fewer than an additional 20 percent of the total number of Group C Locations;

c. Within 150 days of the Acquisition Date, no fewer than an additional 20 percent of the total number of Group C Locations; and d. Within 180 days of the Acquisition Date, all the Group C Locations. Provided, however, that, if within 12 months after issuing this Order, the Commission determines, in consultation with the Acquirer and the Monitor, the Acquirer needs one or more Retained Assets to operate the Retail Fuel Assets in a manner that achieves the purposes of this Order, Respondents shall divest, absolutely and in good faith, such needed Retained Assets to the Acquirer; Provided, further, however, that if Business Information includes information (i) that also relates to other retained businesses of Respondents and cannot be segregated in a manner that preserves the usefulness of the information as it relates to the Retail Fuel Assets or (ii) where Respondents have a legal obligation to retain the original copies, then Respondents shall provide only copies of the materials containing such information with appropriate redactions to the Acquirer and shall provide the Acquirer access to the original materials if copies are insufficient for regulatory or evidentiary purposes;

Provided, further, however, if an Acquirer has not obtained Governmental Authorizations and is not able to operate under Respondents’ Governmental Authorizations pursuant to Paragraph II.C, at the request of the Acquirer, Respondents shall request that the Assistant Director of the Compliance Division of the Bureau of Competition grant a 30-day extension of time to divest the Retail Fuel Assets relating to the relevant Location(s) and the Assistant Director may grant such request no more than three times for any Location. B. If Respondents have divested the Retail Fuel Assets to an Acquirer prior to the date this Order becomes final, and if, at the time the Commission determines to make this Order final, the Commission notifies Respondents that: 1. An Acquirer is not an acceptable purchaser of the relevant Retail Fuel Assets, then Respondents shall rescind the divestiture to that Acquirer within 5 days of notification, and shall divest the relevant Retail Fuel Assets no later than 180 days from the date this Order is issued, absolutely and in good faith, at no minimum price, to a Person that receives the prior approval of the Commission and in a manner that receives the prior approval of the Commission; or VOLUME 172 Decision and Order 2. The manner in which the divestiture to an Acquirer was accomplished is not acceptable, and the Commission may direct Respondents, or appoint a Divestiture Trustee, to modify the manner of divestiture of the relevant Retail Fuel Assets as the Commission may determine is necessary to satisfy the requirements of this Order.

C. Respondents shall obtain, no later than the Divestiture Date for the particular Retail Fuel Assets divested on that particular Divestiture Date and at their sole expense, all Consents from third parties and all Governmental Authorizations that are necessary to effect the complete transfer and divestiture of those Retail Fuel Assets on such Divestiture Date to the Acquirer and for that Acquirer to operate any aspect of the relevant Retail Fuel Business.

Provided, however, that if Respondent 7-Eleven is unable to obtain the necessary landlord Consent for one or more Speedway Locations identified in Appendix VII, Respondent shall: (i) in consultation with the Monitor and Commission staff, substitute the corresponding Substitute Location, and (ii) divest the corresponding Retail Fuel Assets, as an ongoing Retail Fuel Business, to the respective Acquirer pursuant to Paragraph II.A no later than 15 days after receipt of written notification from the Commission or its staff directing such divestiture if it has not already occurred;

Provided, further, however, that Respondents may satisfy the requirement to obtain all Consents from third parties by certifying that the Acquirer has entered into equivalent agreements or arrangements directly with the relevant third party that are acceptable to the Commission, or has otherwise obtained all necessary Consents and waivers; and Provided, further, however, that with respect to any Governmental Authorizations that are not transferable, Respondents shall, to the extent permitted under applicable law, allow each Acquirer and Site Operator to operate the Retail Fuel Business at the relevant Location under Respondents’ Governmental Authorizations pending the Acquirer’s, or the Site Operator’s, receipt of its own Governmental Authorizations, and Respondents shall provide such assistance as each Acquirer or each Site Operator may reasonably request in connection with its efforts to obtain such Governmental Authorizations.

D. Within 60 days of the Acquisition Date, in consultation with the respective Acquirer and the Monitor, and with the agreement of the respective Acquirer, Respondents shall obtain, at their sole expense and:

1. On customary market terms, and consistent with past practices Contracts providing an additional leasehold interest in Leased Locations 1; and SEVEN & I HOLDINGS CO., LTD. 161 Decision and Order 2. On terms and conditions no less favorable than current terms and conditions for such Location, a Contract providing no less than an additional 11 month leasehold interest in Leased Location 2.

Provided, however, that if Respondent 7-Eleven is unable to obtain the necessary Contract for one or more Leased Locations identified in Appendix VII, at the Acquirer’s option, Respondent shall: (i) in consultation with the Monitor and Commission staff, substitute the corresponding Substitute Location, and (ii) divest the corresponding Retail Fuel Assets to the respective Acquirer pursuant to Paragraph II.A no later than 15 days after receipt of written notification from the Commission or its staff directing such divestiture if it has not already occurred. E. Respondent 7-Eleven shall not hold a leasehold interest or operate a retail fuel business at:

1. The Lancaster Location after January 30, 2022;

2. The Marysville Location after November 28, 2021; and 3. The Reno Location after September 30, 2021.

F. Respondents shall assist each potential Acquirer to conduct a due diligence investigation of the Retail Fuel Assets such Acquirer seeks to purchase, including by providing sufficient and timely access to all information customarily provided as part of a due diligence process, and affording each Acquirer and its representatives (including prospective lenders and their representatives) full and free access, during regular business hours, to the personnel, assets, Contracts, Governmental Authorizations, Business Information, with such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Respondents.

G. At the request of the Acquirer, Respondents shall petition the Commission for an extension of time to divest the Retail Fuel Assets.

III. Divestiture Agreements IT IS FURTHER ORDERED that:

A. The Divestiture Agreements shall be incorporated by reference into this Order and made a part hereof, and any failure by Respondents to comply with the terms of the Divestiture Agreements shall constitute a violation of this Order; provided, however, that the Divestiture Agreements shall not limit, or be construed to limit, the terms of this Order. To the extent any provision in the Divestiture Agreements varies from or conflicts with any provision in this Order such that Respondents cannot fully comply with both, Respondents shall comply with this Order. VOLUME 172 Decision and Order B. Respondents shall not modify or amend the terms of the Divestiture Agreements after the Commission issues this Order without the prior approval of the Commission, except as otherwise provided in Commission Rule 2.41(f)(5), 16 C.F.R. § 2.41(f)(5).

IV. Transition Assistance IT IS FURTHER ORDERED that:

C. Respondents shall provide Transitional Assistance: 1. As set forth in a Divestiture Agreement, or as otherwise reasonably requested by the Acquirer (whether before or after the Divestiture Date); 2. At the price set forth in the Divestiture Agreement, or if no price is set forth, at Direct Cost;

3. For a period sufficient to meet the requirements of Section IV; and 4. Which shall be, at the option of each Acquirer, for up to 12 months after the last Divestiture Date for that Acquirer; provided, however, that within 15 days after a request by the Acquirer, Respondent 7-Eleven shall file with the Commission a request for prior approval to extend the term for providing Transitional Assistance as the Acquirer requests in order to achieve the purposes of this Order.

D. Respondents shall allow each Acquirer to terminate, in whole or part, any Transitional Assistance of a Divestiture Agreement or otherwise agreed upon pursuant to Paragraph IV.C.1 upon commercially reasonable notice and without cost or penalty.

SEVEN & I HOLDINGS CO., LTD. 163 Decision and Order E. Respondents shall not cease providing Transitional Assistance due to a breach by the Acquirer of a Divestiture Agreement, and shall not limit any damages (including indirect, special, and consequential damages) that the Acquirer would be entitled to receive in the event of Respondent’s breach of the Divestiture Agreement. V. Employees IT IS FURTHER ORDERED that:

A. Until one year after the last Divestiture Date for each Acquirer, Respondents shall cooperate with and assist each Acquirer to evaluate independently and offer employment to any Relevant Employee.

B. Until 90 days after the last Divestiture Date for each Acquirer, Respondents shall: 1. No later than 10 days after a request from an Acquirer, provide a list of the requested Relevant Employees and provide Employee Information for each; 2. No later than 10 days after a request from an Acquirer, provide an opportunity to privately interview any of the Relevant Employees outside the presence or hearing of any employee or agent of any Respondent, and to make offers of employment to any of the Relevant Employees; 3. Remove any impediments within the control of Respondents that may deter Relevant Employees from accepting employment with an Acquirer, including removal of any non-compete or confidentiality provisions of employment or other contracts with Respondents that may affect the ability or incentive of those individuals to be employed by the Acquirer, and shall not make any counteroffer to an Relevant Employee who receives an offer of employment from the Acquirer; provided, however, that nothing in this Order shall be construed to require Respondents to terminate the employment of any employee or prevent Respondents from continuing the employment of any employee;

D. To the extent that Relevant Employees are store-level employees, Site Operators shall have the same rights and access afforded to the Acquirer under Section V. E. Respondent 7-Eleven shall not enforce any noncompete provision or noncompete agreement against any Person seeking employment from or otherwise doing business with any Retail Fuel Assets.

VI. Asset Maintenance IT IS FURTHER ORDERED that:

A. Prior to the Acquisition Date, Respondent Marathon shall designate Gary Michniewicz, Division Director, Speedway LLC, as the Asset Maintenance Manager.

b. Oversee the Divestiture Pricing Team to ensure that the requirements of Paragraph VII.D of this Order are met; and SEVEN & I HOLDINGS CO., LTD. 165 Decision and Order c. Facilitate the transfer of the Retail Fuel Assets to the Acquirers. 2. The Asset Maintenance Manager shall serve during the Asset Maintenance Period and shall have no duties related to any other businesses other than the Retail Fuel Business related to the Retail Fuel Assets during the Asset Maintenance Period.

3. The Asset Maintenance Manager shall report directly and exclusively to the Monitor.

5. If Mr. Michniewicz resigns or the Commission staff, in consultation with the Monitor, determines that he has ceased to act, has failed to act diligently, or is otherwise unable to continue serving in this role, Respondents, within 5 days of receipt of written notice of such determination and in consultation with Commission staff and the Monitor, shall designate a substitute Asset Maintenance Manager.

B. During the Asset Maintenance Period, Respondents shall, subject to legal and regulatory requirements:

2. Prevent the destruction, removal, wasting, deterioration, closing, or impairment (other than as a result of ordinary wear and tear) of the Retail Fuel Assets, including:

a. Maintaining, repairing, and replacing any Equipment to the extent and in a manner consistent with past practices;

b. Maintaining Inventory levels in a manner consistent with past practices;

VOLUME 172 Decision and Order c. Not terminating, canceling, renewing, or amending any Contract, except as consistent with past practices and as required by Paragraph II.D; and d. Not entering any Contract that would restrain or restrict the ability of the Acquirers to compete against Respondents;

3. Make any payment required to be paid under any contract or lease when due, and otherwise satisfy all liabilities and obligations associated with the Retail Fuel Assets;

5. Provide resources as may be necessary to respond to competition against the Retail Fuel Business relating to the Retail Fuel Assets, prevent diminution in sales of such Retail Fuel Business, and maintain the competitive strength of such Retail Fuel Business;

6. Not reduce operating hours;

9. Provide support services at levels customarily provided by Respondents; SEVEN & I HOLDINGS CO., LTD. 167 Decision and Order 10. Maintain all licenses, permits, approvals, authorizations, or certifications related to or necessary for the operation of the Retail Fuel Business relating to the Retail Fuel Assets, and otherwise operate such Retail Fuel Business in accordance and compliance with all regulatory obligations and requirements;

11. Not sell, transfer, encumber, or otherwise impair the Retail Fuel Assets (other than in the manner prescribed in the Orders;

12. Not take any action that lessens the full economic viability, marketability, or competitiveness of the Retail Fuel Assets;

13. Not terminate the operations of the Retail Fuel Business relating to the Retail Fuel Assets;

15. Maintain the working conditions, staffing levels, and a work force of equivalent size, training, and expertise associated with the Retail Fuel Business relating to the Retail Fuel Assets, including: a. Continuing to provide each member of the Divestiture Pricing Team with all employee benefits offered by Respondents, including regularly scheduled or merit raises and bonuses, and regularly scheduled vesting of all benefits;

Provided, however, that Respondents may take actions that the Acquirer has requested or agreed to in writing and that has been approved in advance by Commission staff, in all cases to facilitate the Acquirer’s acquisition of the Retail Fuel Assets and consistent with the purposes of the Orders. VOLUME 172 Decision and Order VII. Confidentiality IT IS FURTHER ORDERED that:

B. If disclosure or use of any Confidential Information is permitted to Respondents’ employees or to any other Person under Section VII, Respondents shall limit such disclosure or use (1) only to the extent such information is required; (2) only to those employees or Persons who require such information for the purposes permitted under Paragraph VII.A; and (3) only after such employees or Persons have signed an agreement to maintain the confidentiality of such information. C. Respondents shall enforce the terms of Section VII and take necessary actions to ensure that their employees and other Persons comply with the terms of Section VII, including implementing access and data controls, training its employees, and other actions that Respondents would take to protect their own trade secrets and proprietary information.

D. No later than the Acquisition Date and until the last divestiture to an Acquirer pursuant to Section II and Section IX, Respondents shall: 1. Establish a Divestiture Pricing Team responsible for the retail fuel pricing for each of the Locations identified in Appendices IV, V, and VI, the Marysville Location, Lancaster Location, and the Reno Location, and obtain approval of the Monitor and Commission staff before changing or reducing the number of members of the Divestiture Pricing Team, once established pursuant to this Paragraph VI.D.1;

2. Institute all measures and take all actions as are necessary and appropriate to prevent the direct or indirect access to or disclosure or use of any Divestiture Pricing Information by anyone other than Divestiture Pricing Team, except as is expressly permitted or required by the Orders; SEVEN & I HOLDINGS CO., LTD. 169 Decision and Order 3. Institute all measures and take all actions as are necessary and appropriate to prevent the direct or indirect access to or disclosure or use of any Non- Divestiture Pricing Information by the Divestiture Pricing Team; and 4. As part of the procedures and requirements described in Paragraph VII.D of this Order, Respondents shall:

c. Distribute guidance and provide training regarding the procedures to all Persons referenced in Paragraph VII.D.4.a of this Order; and d. Institute all necessary information technology procedures, authorizations, protocols, and any other controls necessary to comply with this Order’s prohibitions and requirements. VIII. Monitor IT IS FURTHER ORDERED that:

1. Shall be subject to the approval of the Commission; 2. Shall not limit, and the signatories shall not construe it to limit, the terms of Section VIII of this Order or the Section relating to the Monitor in the Order to Maintain Assets (“Monitor Sections”), and to the extent any provision in the agreement varies from or conflicts with any provision in the Monitor Sections, Respondents and the Monitor shall comply with the Monitor Sections; and VOLUME 172 Decision and Order 3. Shall include a provision stating that the agreement does not limit, and the signatories shall not construe it to limit, the terms of the Orders in this matter, and to the extent any provision in the agreement varies from or conflicts with any provision in the Orders, Respondents and the Monitor shall comply with the Orders.

C. The Monitor shall:

1. Have the authority to monitor Respondents’ compliance with the obligations set forth in the Orders;

2. Act in consultation with the Commission or its staff; 3. Serve as an independent third party and not as an employee or agent of Respondents or of the Commission;

4. Serve without bond or other security;

8. Report in writing to the Commission concerning Respondents’ compliance with the Orders 30 days after the Order to Maintain Assets is issued, 30 days after this Order is issued, and every 60 days thereafter until Respondents have complied fully with Sections II, IV, and VI of this Order and at any other time requested by the staff of the Commission; and 9. Unless the Commission or its staff determine otherwise, the Monitor shall serve until Commission staff determines that Respondents have satisfied all obligations under Sections II, IV, VI, and files a final report. SEVEN & I HOLDINGS CO., LTD. 171 Decision and Order D. Respondents shall:

2. Not interfere with the ability of the Monitor to perform his or her duties pursuant to the Orders;

3. Pay the Monitor’s fees and expenses as set forth in an agreement approved by the Commission, or if such agreement has not been approved, pay the Monitor’s customary fees, as well as expenses the Monitor incurs performing his or her duties under the Orders, including expenses of any consultants, accountants, attorneys, and other representatives and assistants that are reasonably necessary to assist the Monitor in carrying out his or her duties and responsibilities;

VOLUME 172 Decision and Order F. If the Monitor resigns or the Commission determines that the Monitor has ceased to act, has failed to act diligently, or is otherwise unable to continue serving as a Monitor due to the existence of a conflict or other reasons, the Commission may appoint a substitute Monitor. The substitute Monitor shall be afforded all rights, powers, and authorities and shall be subject to all obligations of the Monitor Paragraphs of the Orders. The Commission shall select the substitute Monitor, subject to the consent of the Respondents who:

1. Shall not unreasonably withhold consent to the appointment of the selected substitute Monitor;

2. Shall be deemed to have consented to the selection of the proposed substitute Monitor if, within 10 days of notice by staff of the Commission of the identity of the proposed substitute Monitor, Respondents have not opposed in writing, including the reasons for opposing, the selection of the proposed substitute Monitor; and 3. May enter into an agreement with the substitute Monitor relating to the substitute Monitor’s services that either (a) contains substantially the same terms as the Commission-approved agreement referenced in Paragraph VIII.B; or (b) receives Commission approval.

IX. Divestiture Trustee IT IS FURTHER ORDERED that:

A. If Respondents have not fully complied with the obligations to assign, grant, license, divest, transfer, deliver, or otherwise convey the Divestiture Assets as required by this Order, the Commission may appoint a trustee (“Divestiture Trustee”) to assign, grant, license, divest, transfer, deliver, or otherwise convey these assets in a manner that satisfies the requirements of this Order. In the event that the Commission or the Attorney General brings an action pursuant to § 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45(l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a Divestiture Trustee in such action to assign, grant, license, divest, transfer, deliver, or otherwise convey these assets. Neither the appointment of a Divestiture Trustee nor a decision not to appoint a Divestiture Trustee under this Paragraph IX.A shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed Divestiture Trustee, pursuant to § 5(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondents to comply with this Order. SEVEN & I HOLDINGS CO., LTD. 173 Decision and Order B. The Commission shall select the Divestiture Trustee, subject to the consent of Respondents which consent shall not be unreasonably withheld. The Divestiture Trustee shall be a Person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed Divestiture Trustee within 10 days after notice by the staff of the Commission to Respondents of the identity of any proposed Divestiture Trustee, Respondents shall be deemed to have consented to the selection of the proposed Divestiture Trustee.

C. Not later than 10 days after the appointment of a Divestiture Trustee, Respondents shall execute a trust agreement that, subject to the prior approval of the Commission, transfers to the Divestiture Trustee all rights and powers necessary to permit the Divestiture Trustee to effect the divestitures required by this Order. Any failure by Respondents to comply with a trust agreement approved by the Commission shall be a violation of this Order.

D. If a Divestiture Trustee is appointed by the Commission or a court pursuant to Section IX, Respondents shall consent to the following terms and conditions regarding the Divestiture Trustee’s powers, duties, authority, and responsibilities: 1. Subject to the prior approval of the Commission, the Divestiture Trustee shall have the exclusive power and authority to assign, grant, license, divest, transfer, deliver, or otherwise convey the assets that are required by this Order to be assigned, granted, licensed, divested, transferred, delivered, or otherwise conveyed;

provided, however, the Commission may extend the divestiture period only 2 times;

3. Subject to any demonstrated legally recognized privilege, the Divestiture Trustee shall have full and complete access to the personnel, books, records, and facilities related to the relevant assets that are required to be assigned, granted, licensed, divested, delivered, or otherwise conveyed by this Order and to any other relevant information, as the Divestiture Trustee may request. Respondents shall develop such financial or other information as the Divestiture Trustee may request and shall cooperate with the Divestiture Trustee. Respondents shall take no action to interfere with or impede the VOLUME 172 Decision and Order Divestiture Trustee’s accomplishment of the divestitures. Any delays in divestitures caused by Respondents shall extend the time for divestitures under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court-appointed Divestiture Trustee, by the court; 4. The Divestiture Trustee shall use commercially reasonable best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondents’ absolute and unconditional obligation to divest expeditiously and at no minimum price. The divestitures shall be made in the manner and to Acquirers that receive the prior approval of the Commission as required by this Order; provided, however, if the Divestiture Trustee receives bona fide offers from more than one acquiring person for a divestiture, and if the Commission determines to approve more than one such acquiring person for the divestiture, the Divestiture Trustee shall divest to the acquiring person selected by Respondents from among those approved by the Commission; provided, further, however, that Respondents shall select such person within 5 days of receiving notification of the Commission’s approval; 5. The Divestiture Trustee shall serve, without bond or other security, at the cost and expense of Respondents, on such reasonable and customary terms and conditions as the Commission or a court may set. The Divestiture Trustee shall have the authority to employ, at the cost and expense of Respondents, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the Divestiture Trustee’s duties and responsibilities. The Divestiture Trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission of the account of the Divestiture Trustee, including fees for the Divestiture Trustee’s services, all remaining monies shall be paid at the direction of the Respondents, and the Divestiture Trustee’s power shall be terminated. The compensation of the Divestiture Trustee shall be based at least in significant part on a commission arrangement contingent on the divestiture of all of the relevant assets that are required to be divested by this Order; 6. Respondents shall indemnify the Divestiture Trustee and hold the Divestiture Trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the Divestiture Trustee’s duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of, any claim, whether or not resulting in any liability, except to the extent that such losses, claims, damages, liabilities, or expenses result from gross negligence or willful misconduct by the Divestiture Trustee; SEVEN & I HOLDINGS CO., LTD. 175 Decision and Order 7. The Divestiture Trustee shall have no obligation or authority to operate or maintain the Divestiture Assets required to be divested by this Order; 8. The Divestiture Trustee shall report in writing to Respondents and to the Commission every 30 days concerning the Divestiture Trustee’s efforts to accomplish the divestiture; and 9. Respondents may require the Divestiture Trustee and each of the Divestiture Trustee’s consultants, accountants, attorneys, and other representatives and assistants to sign a customary confidentiality agreement; provided, however, that such agreement shall not restrict the Divestiture Trustee from providing any information to the Commission. E. The Commission may, among other things, require the Divestiture Trustee and each of the Divestiture Trustee’s consultants, accountants, attorneys, and other representatives and assistants to sign an appropriate confidentiality agreement related to Commission materials and information received in connection with the performance of the Divestiture Trustee’s duties.

F. If the Commission determines that a Divestiture Trustee has ceased to act or failed to act diligently, the Commission may appoint a substitute Divestiture Trustee in the same manner as provided in Section IX of this Order. G. The Commission or, in the case of a court-appointed Divestiture Trustee, the court, may on its own initiative or at the request of the Divestiture Trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestitures and other obligations or action required by this Order. X. Prior Approval and Prior Notice IT IS FURTHER ORDERED that:

A. For a period of 5 years from the date this Order is issued, Respondent 7-Eleven shall not, without prior approval of the Commission, acquire directly or indirectly, through subsidiaries or otherwise, any leasehold, ownership interest, commission franchise interest, or any other interest, in whole or in part, in the Retail Fuel Assets and the 7-Eleven Commission Franchise Location.

B. Respondent 7-Eleven shall not, without providing advance written notification to the Commission (“Notification”):

1. Acquire, directly or indirectly, through subsidiaries or otherwise, any leasehold, ownership interest, or any other interest, in whole or in part, in the Retail Fuel Assets or any concern, corporate or non-corporate, or in any VOLUME 172 Decision and Order assets engaged in the sale of Fuel Products at a Prior Notice Location, provided however, prior notification shall not be required by this Paragraph X.B.1 for a transaction for which approval is required to be made, and has been made, pursuant to Paragraph X.A; or 2. Enter into any contract with any concern, corporate or non-corporate, engaged in the sale of Fuel Products at a Prior Notice Location in which Respondents will control the retail price of such products. C. The Notification shall:

3. Provide the Notification to the Commission at least 30 days prior to consummating the transaction (hereinafter referred to as the “first waiting period”). Further, if, within the first waiting period, representatives of the Commission make a written request for additional information or documentary material (within the meaning of 16 C.F.R. § 803.20), Respondent 7-Eleven shall not consummate the transaction until 30 days after submitting such additional information or documentary material. SEVEN & I HOLDINGS CO., LTD. 177 Decision and Order 4. Early termination of the waiting periods in Section X may be requested and, where appropriate, granted by letter from the Bureau of Competition, provided, however, that prior notification shall not be required by Section X for a transaction for which notification is required to be made, and has been made, pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a. 5. If related to a geographic area located within a Specified State, Respondent 7-Eleven shall provide a copy of each Notification described in Section X to the relevant Attorney General’s Office for the Specified State at the same time that such Notification is transmitted to the Commission. XI. Compliance Reports IT IS FURTHER ORDERED that:

A. Respondents shall:

B. Respondents shall file verified written reports (“Compliance Reports”) in accordance with the following:

1. Respondents shall submit:

a. Interim Compliance Reports 30 days after this Order is issued, and every 60 days thereafter until Respondents have complied fully with Sections II, IV, and VI of this Order;

b. Annual Compliance Reports one year after the date this Order is issued, and annually thereafter for the next 9 years on the anniversary of that date; and c. Additional Compliance Reports as the Commission or its staff may request;

VOLUME 172 Decision and Order 2. Each Compliance Report shall contain sufficient information and documentation to enable the Commission to determine independently whether Respondents are in compliance with this Order. Conclusory statements that Respondents have complied with their obligations under this Order are insufficient. Respondents shall include in their Compliance Reports, among other information or documentation that may be necessary to demonstrate compliance:

a. A full description of the measures Respondents have implemented or plan to implement to ensure that they have complied or will comply with each Section of this Order; and b. Until 60 days after the last Divestiture Date, a full description of the steps Respondents took to comply with Section VI and Section VII since the last interim Compliance Report;

3. For a period of 5 years after filing a Compliance Report, each Respondent shall retain all material written communications with each party identified in each Compliance Report and all non-privileged internal memoranda, reports, and recommendations concerning fulfilling Respondent’s obligations under this Order during the period covered by such Compliance Report. Respondent shall provide copies of these documents to Commission staff upon request.

4. Each Respondent shall verify each Compliance Report in the manner set forth in 28 U.S.C. § 1746 by the Chief Executive Officer or another officer or employee specifically authorized to perform this function. Respondent shall file its Compliance Reports with the Secretary of the Commission at [email protected] and the Compliance Division at [email protected], as required by Commission Rule 2.41(a), 16 C.F.R. § 2.41(a). In addition, Respondent shall provide a copy of each Compliance Report to the Monitor if the Commission has appointed one in this matter. Provided, however, that Respondent Marathon’s reporting obligations under Section XI shall cease once it has completed its obligations under Sections II, IV and VI of this Order.

XII. Change in Respondent IT IS FURTHER ORDERED that each Respondent shall notify the Commission at least 30 days prior to:

A. The proposed dissolution of Seven & i Holdings Co., Ltd., 7-Eleven, Inc., or Marathon Petroleum Corporation, respectively;

SEVEN & I HOLDINGS CO., LTD. 179 Decision and Order B. The proposed acquisition, merger or consolidation of Seven & i Holdings Co., Ltd., 7-Eleven, Inc., or Marathon Petroleum Corporation, respectively; or C. Any other change in Respondents, including assignment and the creation, sale, or dissolution of subsidiaries, if such change may affect compliance obligations arising out of this Order.

XIII. Access IT IS FURTHER ORDERED that, for purposes of determining or securing compliance with this Order, and subject to any legally recognized privilege, upon written request and 5 days’ notice to the relevant Respondent, made to its principal place of business as identified in this Order, registered office of its United States subsidiary, or its headquarters office, the notified Respondent shall, without restraint or interference, permit any duly authorized representative of the Commission:

XIV. Purpose IT IS FURTHER ORDERED that the purpose of this Order is to ensure the continued use of the Retail Fuel Assets in the same Retail Fuel Business in which such assets were engaged at the time of the announcement of the Acquisition by Respondents and to remedy the lessening of competition resulting from the Acquisition as alleged in the Commission’s Complaint. XV. Term IT IS FURTHER ORDERED that this Order shall terminate November 8, 2031. By the Commission, Chair Khan not participating.

VOLUME 172 Decision and Order NONPUBLIC APPENDIX I Anabi Oil Divestiture Agreement [Redacted From the Public Record Version, But Inco1porated By Reference] NONPUBLIC APPENDIX II CrossAmerica Partners Divestiture Agreement [Redacted From the Public Record Version, But Inco1porated By Reference] NONPUBLIC APPENDIX III Jacksons Food Stores Divestiture Agreement [Redacted From the Public Record Version, But Inco1porated By Reference] APPENDIX IV GROUP A LOCATIONS -Anabi Oil Site Owner Site No. Address City State Speedway 1411 1300 West Nonnantown Road Romeoville IL Speedway 1423 570 East Laraway Road New Lenox IL Speedway 1960 543 Amherst St Nashua NH Speedway 1962 66Nashua Rd Londondeny NH Speedway 2205 22855 Huron River Drive Rockwood MI SEVEN & I HOLDINGS CO., LTD. 181 Decision and Order Site Owner Site No. Address City State Speedway 2431 700 Central St. Leominster MA Speedway 2909 6999 Clai1ion Road West Mifflin PA Speedway 2920 135 Lindsay Rd Zelienople PA Speedway 3320 18501 Nottingham Road Cleveland OH Speedway 3345 6073 Mayfield Road Mayfield Height OH Speedway 3346 230 Richmond Road Richmond Heights OH Speedway 3376 6885 Center Street Mentor OH Speedway 3623 2827 Lexington Avenue Lexington OH Speedway 3680 1045 Graham Road Stow OH Speedway 3686 4969 Fishcreek Road Stow OH Speedway 3694 21043 Royalton Road Strongsville OH Speedway 3944 1322 E Main St Salem WV Speedway 3998 4189 State Route 306 Willoughby OH Speedway 4251 1021 No1ih Rand Road Prospect Heights IL Speedway 4333 2110 Orchard Road Montgome1y IL Speedway 4611 8716 Ogden Avenue Lyons IL Speedway 4646 101 Lee Highway Verona VA Speedway 5160 3200 Us Highway 20 E Elkhaii IN Speedway 5165 2106 West Lexington Avenue Elkhaii IN Speedway 5338 421 West Wise Road Schaumburg IL Speedway 5499 18601 Hall Road Clinton Township MI Speedway 5548 1449 Mishawaka Avenue South Bend IN Speedway 6086 3200 S Nappanee St Elkhaii IN Speedway 6410 14690 Metro Pkwy. Fo1iMyers FL Speedway 6411 3701 E Busch Blvd. Tainpa FL Speedway 6413 5426 Little Rd New Poli Richey FL Speedway 6416 2655 S Kirkman Rd Orlando FL Speedway 6419 2294 E Irlo Bronson Memorial Hwy Kissimmee FL Speedway 6422 5551 Lee Blvd Lehigh Acres FL Speedway 6425 3200 S John Young Pkwy Kissimmee FL Speedway 6427 17951 N Tainiaini Trl No1th F01i Myers FL Speedway 6428 19600 Pines Blvd Pembroke Pines FL Speedway 6439 7550 Nw 186th St Miami FL Speedway 6440 11425 W Hillsborough Ave Tainpa FL Speedway 6453 3300 N Andrews Ave. Oakland Pai·k FL Speedway 6454 4200 Peters Rd Fo1i Lauderdale FL Speedway 6456 621 W Broward Blvd Fo1i Lauderdale FL Speedway 6460 5801 Johnson St. Hollywood FL Speedway 6462 2710 Maguire Rd Ocoee FL Speedway 6463 10544 Pai·k Blvd. Seminole FL VOLUME 172 Decision and Order Site Owner Site No. Address City State Speedway 6467 20901 NW 2nd Ave. Miami Gardens FL Speedway 6471 2515 W Sample Rd. Deerfield Beach FL Speedway 6475 9281 Daniels Pkwy Fo1tMyers FL Speedway 6485 6601 S. Us Highway 1 Port St. Lucie FL Speedway 6491 5705 NW 167th St. Hialeah FL Speedway 6493 13987 Walsingham Rd. Largo FL Speedway 6496 2675 W International Speedway Blvd Daytona Beach FL Speedway 6497 11615 Boyette Rd Rive1view FL Speedway 6498 4171 Tamiami Trail E East Naples FL Speedway 6506 14624 S Militaiy Trl Dehay Beach FL Speedway 6507 466 Blanding Blvd Orange Park FL Speedway 6532 75 Broad St Masaiy ktown FL Speedway 6537 7319 Plathe Rd New Port Richey FL Speedway 6538 13508 State Route 54 Odessa FL Speedway 6553 2734 Palm Hai·bor Blvd Palm Harbor FL Speedway 6554 1625 N Mcmullen Booth Rd Cleaiwater FL Speedway 6555 2577 Chain Blvd Cleaiwater FL Speedway 6556 2185 Drew St Cleaiwater FL Speedway 6557 500 S Foli HaiTisonAve Cleaiwater FL Speedway 6563 11800 66Th St Largo FL Speedway 6564 2698 Roosevelt Blvd. Cleaiwater FL Speedway 6565 5798 Roosevelt Blvd Cleaiwater FL Speedway 6567 2499 Palm Ridge Rd Sanibel FL Speedway 6568 27001 Old 41 Road Bonita Springs FL Speedway 6569 12030 Bonita Beach Rd Se Bonita Springs FL Speedway 6570 28070 Quails Nest Ln Bonita Springs FL Speedway 6571 2055 Pine Ridge Rd Naples FL Speedway 6572 2100 Goodlette Rd N Naples FL Speedway 6579 6300 Davis Blvd Naples FL Speedway 6580 11655 Collier Blvd Naples FL Speedway 6581 5100 Golden Gate Pkwy Naples FL Speedway 6584 1020 Santa Barbai·a Blvd Cape Coral FL Speedway 6585 1351 Homestead Rd N Lehigh Acres FL Speedway 6593 2045 Munell Rd Rockledge FL Speedway 6594 5 511 Clai·cona Ocoee Rd Orlando FL Speedway 6598 5975 State Road 7 Lake Wo1th FL Speedway 6645 5981 Turkey Lake Rd Orlando FL Speedway 6648 4150 N State Road 7 Coral Springs FL Speedway 6649 700 S Nova Rd Oimond Beach FL Speedway 6654 8275 N Wickham Rd Melbomne FL SEVEN & I HOLDINGS CO., LTD. 183 Decision and Order Site Owner Site No. Address City State Speedway 6664 410 East Vistula Street Bristol IN Speedway 6683 2755 S Nappanee St Elkhaii IN Speedway 6855 13179 Us Highway 301 S Rive1view FL Speedway 6861 5980 S Jog Rd. Lake Wo1ih FL Speedway 6871 4287 Nw Federal Hwy Jensen Beach FL Speedway 6876 8923 State Road 54 New Poli Richey FL Speedway 6895 7900 World Center Dr Orlando FL Speedway 6897 2885 University Pkwy Sai·asota FL Speedway 6904 4695 N University Dr. Lauderhill FL Speedway 6909 3202 Daniels Rd Winter Garden FL Speedway 6911 5149 Adamo Drive Tainpa FL Speedway 6912 16500 State Route 50 Cle1mont FL Speedway 7015 3920 Ridge Road Highland IN Speedway 7542 352 South Bolingbrook Drive Bolingbrook IL Speedway 7568 499 West Boughton Road Bolingbrook IL Speedway 7576 1199 Elmhurst Road Des Plaines IL Speedway 7658 77 6 Bedford Rd. Bedford Hills NY Speedway 8329 5550 West 79th Street Burbank IL Speedway 8338 9651 Kennedy Avenue Highland IN Speedway 8529 302 Lincolnway West Mishawaka IN Speedway 8531 2702 Mishawaka Avenue South Bend IN Speedway 8715 1223 Broadway Street Bay City MI Speedway 8727 18650 Hall Road Clinton Township MI Speedway 8736 19985 W 130th St No1th Royalton OH Speedway 8859 40500 Van Dyke Avenue Sterling Heights MI Speedway 9200 3211 Murdoch Avenue Pai·kersburg WV Speedway 9257 1606 Grand Central Avenue Vienna WV Speedway 9293 25032 Us-119 Belfi.y KY Speedway 9303 1295 West Main Street Kent OH Speedway 9351 2 Green Road Charleston WV Speedway 9409 10615 South 700 East Sandy UT Speedway 9431 502 East 2100 South Salt Lake City UT Speedway 9439 7210 West 3500 South Magna UT Speedway 9440 7746 Union Pai·kAvenue Sandy UT Speedway 9446 95 W. 10600 South Sandy UT Speedway 9453 4408 Emerson Ave Pai·kersburg WV Speedway 9794 8657 Elk River Rd N Clendenin WV Speedway 9898 6125 Main St. Williainsville NY 7-Eleven 37225 13191 Rea.ins Road Winde1mere FL VOLUME 172 Decision and Order APPENDIX V GROUP B LOCATIONS - Cross America Partners Site Owner Site No. Address City State Speedway 2413 453 Cooley St Springfield MA Speedway 2418 231 Main St Noith Reading MA Speedway 2456 123 Cambridge St. Charlestown MA Speedway 2457 251 EverettAve. Chelsea MA Soeedwav 2460 251 E Central St Franklin MA Speedway 2468 558 Pawtucket St. Lowell MA Speedway 2479 41 Lee Burbank Hwy Revere MA Speedway 2484 800 Gar Hwy. Swansea MA Speedway 2493 219 Cambridge St. Charlestown MA Speedway 2495 287 Prospect Sti·eet Cambridge MA Speedway 2501 300 Menimack St Lowell MA Speedway 2818 2400 W Shore Rd Wruwick RI Speedway 2822 864 W Main Rd. Middletown RI Speedway 2826 1308 Stafford Rd Tive1ton RI Speedway 2828 442 Manton Ave. Providence RI Speedway 2830 473 Reservoir Avenue Cranston RI Speedway 2833 83 Point St Providence RI Speedway 2839 2790 Maybank Hwy Johns Island SC Speedway 2841 1602 Sam Rittenberg Blvd. Chru-leston SC Speedway 2848 2245 Savannah Hwy Chru-leston SC Speedway 2850 670 College Pru·k Rd Ladson SC Speedway 2853 5777 Dorchester Rd. Noith Chru·leston SC Speedway 2854 1401 Old Trolley Rd. Summerville SC Speedway 2856 8620 Dorchester Rd Noith Chru·leston SC Soeedwav 2865 8976 Universitv Blvd Noith Chru·leston SC Speedway 2872 3299 Wilson Blvd. Arlington VA Speedway 2875 3801 Mechanicsville Tpke Richmond VA Soeedwav 2876 7700 W Broad St Richmond VA Speedway 4565 3400 South Fraser St. Georgetown SC Speedway 4655 120 Beny Hill Road Orange VA Speedway 4659 197 S. Rosemont Road Virginia Beach VA Speedway 4660 4404 Princess Anne Road Virginia Beach VA Speedway 4662 600 Battlefield Blvd. S. Chesapeake VA Speedway 4665 6692 G.W. Memorial Hwy Gloucester VA Soeedwav 4671 11702 Jefferson Ave. Newoort News VA Speedway 4672 3601 Airline Blvd. Po1tsmouth VA Speedway 4674 3910 G.W. Memorial Hwy Yorktown VA Speedway 4675 1555 Holland Rd. Suffolk VA SEVEN & I HOLDINGS CO., LTD. 185 Decision and Order Site Owner Site No. Address City State Speedway 6711 1518 S 4th St. Allentown PA Speedway 6723 2855 PerkiomenAve. Reading PA Speedway 6725 258 S Easton Rd Glenside PA Soeedwav 6727 164 E Dekalb Pike King of Prnssia PA Speedway 6728 417 5 Carlisle Pike Camp Hill PA Speedway 6751 4002 Chestnut St Emmaus PA Soeedwav 6758 104 N State Rd Marvsville PA Speedway 6759 710 Limekiln Rd New Cumberland PA Speedway 6765 750 E Main St Annville PA Speedway 6785 1008 2nd Street Pike Richboro PA Speedway 6788 615 S Broad St Philadelphia PA Speedway 6791 4640 Chestnut Street Philadelphia PA Speedway 6792 5110 City Line Ave Philadelphia PA Soeedwav 6797 3300 Gravs Fen-v Ave. Philadelohia PA Speedway 6803 747 Bethlehem Pike Montgomeryville PA Speedway 6807 7000 Frankford Avenue Philadelphia PA Speedway 6808 6101 PassvunkAvenue Philadelphia PA Speedway 6942 826 South Main Street Kernersville NC Speedway 7105 5 540 Murfreesboro Rd. Lavergne TN Speedway 7115 7420 Bonny Oaks Drive Chattanooga TN Speedway 7584 758 Erie Blvd W Syracuse NY Speedway 7585 711 S Main St N01th Syracuse NY Speedway 7592 146 Delaware Avenue Elsemere NY Speedway 7593 1952 Lyell Ave. Rochester NY Speedway 7621 1910 Empire Blvd. Webster NY Speedway 7624 4350 Dewey Ave Greece NY Speedway 7661 7409 Pittsford Palmyra Rd Fairpo1t NY Speedway 7662 685 Hiawatha Blvd. W Syracuse NY Speedway 7663 3006 Route 50 Saratoga Springs NY Speedway 7682 400 Erie Blvd E Syracuse NY Speedway 7724 1338 Route 52 Caimel NY Speedway 7727 285 Wading River Rd Manorville NY Speedway 7739 933 W Ridge Rd Rochester NY Soeedwav 7747 4803 W Taft Rd. Liveroool NY Speedway 7805 1801 N Ocean Ave. Fa1mingvile NY Speedway 7871 1215 Route 300 Newburgh NY Soeedwav 7872 386 S Broadway Tail-vtown NY Speedway 7892 951 New Loudon Rd Latham NY Speedway 7894 5028 Ridge Rd W Spencerpo1t NY Speedway 7898 1877 W Ridge Rd. Greece NY Speedway 7911 1523 N Highway 16 Denver NC VOLUME 172 Decision and Order Site Owner Site No. Address City State Speedway 7989 10207 N. Tryon Sti·eet Charlotte NC Soeedwav 7990 10925 Universitv Citv Blvd. Charlotte NC Speedway 9867 1555 N. French Rd. Amherst NY Speedway 9874 5114 Transit Rd. Cheektowaga NY Speedway 9875 642 Cleveland Dr. Cheektowaga NY Speedway 9879 8925 Main St. Clarence NY Speedway 9880 1199 French Rd. Depew NY Speedway 9884 2080 Abbott Rd. Lackawanna NY Speedway 9888 4221 Walden Ave. Lancaster NY Speedway 9891 6724 Williams Rd. Niagara Falls NY Speedway 9896 3085 Delaware Ave. Tonawanda NY Speedway 9914 819 Ridge Rd Webster NY Speedway 9929 31 S West Sti·eet Homer NY Speedway 9940 300 Maple Ave Elmira NY Speedway 9942 1268 Arsenal Sti·eet Water1iown NY Speedway 9945 152 Clinton Ave Homer NY Speedway 9957 3068 E Hemietta Road Hemietta NY Speedway 9965 6180 Collett Road Fa1mington NY Soeedwav 9968 5300 Main Sti·eet Williamsville NY Speedway 9969 6640 Clinton St Elma NY Speedway 9970 661 Jamison Rd Elma NY Soeedwav 9974 56 Hamburg St East Aurora NY Speedway 9976 697 Orchard Park Rd Buffalo NY Speedway 9977 3001 Winton Rd S Rochester NY Speedway 9980 6896 E Genesee St Fayetteville NY Speedway 9985 4031 Ny-31 Liverpool NY 7-Eleven 23450 1701 Union Blvd. Bay Shore NY APPENDIX VI GROUP C LOCATIONS - Jacksons Food Stores Site Owner Site No. Address City State Speedway 1480 500 Appian Way El Sobrante CA Speedway 1490 1915 Auto Center Drive Antioch CA Speedway 1801 40500 Fremont Blvd. Fremont CA SEVEN & I HOLDINGS CO., LTD. 187 Decision and Order Site Owner Site No. Address City State Soeedwav 2000 3096 Sunrise Blvd. Rancho Cordova CA Speedway 2091 8990 Bolsa Ave. Westminster CA Speedway 2993 1530 W Saint Maiys Rd Tucson AZ Speedway 3015 205 South Stephanie St Henderson NV Speedway 3016 2979 E Dese1i Inn Road Las Vegas NV Speedway 3019 5556 Boulder Hwy Las Vegas NV Speedway 3037 1902 Freedom Blvd. Freedom CA Soeedwav 3048 2281 W Casmalia St Rialto CA Speedway 3052 2195 S Haven Ave Ontario CA Speedway 3056 33070 Antelope Rd MmTieta CA Speedway 3057 44239 Margarita Rd Temecula CA Speedway 3523 305 Cannen Dr Camarillo CA Speedway 3524 518 Rancho Conejo Blvd NewbmyPark CA Speedway 3596 10710 Alondra Blvd. No1walk CA Speedway 3598 51 Technology Dr frvine CA Speedway 3745 400 Sycamore Ave Vista CA Speedway 3746 679 W San Marcos Blvd San Marcos CA Soeedwav 3751 7 61 N Broadway Escondido CA Speedway 3785 1525 N Magnolia Ave El Cajon CA Speedway 3787 902 Broadway Chula Vista CA Speedway 3788 1137 Broadway St. King City CA Speedway 3790 1000 N H St Lompoc CA Speedway 4055 12109 Woodside Avenue Lakeside CA Speedway 4069 125 Hidden Valley Pkwy Norco CA Soeedwav 4108 1302 S Imoerial Ave El Centro CA Speedway 4109 13352 East Imperial Highway Santa Fe Springs CA Speedway 4112 1356 Eninger Road Simi Valley CA Soeedwav 4150 1484 East Washington Avenue El Caion CA Speedway 4164 1551 Rosecrans Street San Diego CA Speedway 4223 15980 Pen-is Blvd Moreno Valley CA Speedway 4399 1861 South San Gabriel Boulevard San Gabriel CA Speedway 4469 201 WMain St Brawley CA Speedway 4492 2132 Mai-ioosa Road Stockton CA Speedway 4510 2215 S Archibald Ave Ontai·io CA Speedway 4531 23038 Lake Forest Drive Laguna Hills CA Speedway 4600 23905 Catt Rd Wildomai· CA Speedway 4606 2411 Jamacha Road El Caion CA Speedway 4858 3302 Del Mar Avenue Rosemead CA Speedway 4865 33 S Sanborn Salinas CA Speedway 4868 3430 Taylor Road Loomis CA Speedway 4884 3 711 Camino Del Rio West San Diego CA VOLUME 172 Decision and Order Site Owner Site No. Address City State Speedway 4909 39614 Los Alamos Rd MmTieta CA Speedway 4965 44260 Redhawk Pkwv. Temecula CA Soeedwav 4984 525 E 5th St Holtville CA Speedway 5027 6098 University Ave San Diego CA Speedway 5053 633 Burningham Dr Cardiff-by-the-Sea CA Speedway 5056 6404 Mission Gorge Road San Diego CA Speedway 5060 665 Palomar Aii-poli Road Carlsbad CA Speedway 5083 6901 Federal Boulevard Lemon Grove CA Speedway 5099 72300 Highway 111 Palm Dese1i CA Soeedwav 5156 8345 Mira Mesa Boulevard San Diego CA Speedway 5429 8659 Jamacha Road Spring Valley CA Speedway 5436 9009 Carlton Hills Boulevard Santee CA Soeedwav 5446 9155 San Gabriel Road Atascadero CA Speedway 5452 960 N Imperial Ave El Centro CA Speedway 6000 9811 Mission Gorge Road Santee CA Speedway 6168 2501 Pacheco Boulevard Maiiinez CA Speedway 6171 25336 Madison Ave MmTieta CA Speedway 6183 2680 Sequel Ave SantaCrnz CA APPENDIX VII SUBSTITUTE LOCATIONS Speedway Site Corresponding 7-ElevenAddress 7-ElevenCity 7- No. 7-Eleven Site Eleven No. State Speedway 1960 Seven 24433 361 Amherst St. Nashua NH Seven 30290 496 Amherst St. Nashua NH Speedway 2000 Seven 35347 11079 Folsom Blvd Rancho Cordova CA Speedway 2091 Seven 33161 15991 Magnolia Westminster CA Street Speedway 2418 Seven 30238 237 Main Street No1ih Reading MA Speedway 2456 Seven 38902 1 Rutherford Ave Charlestown MA Speedway 3015 Seven 32404 1400 W Horizon Henderson NV Ridge Pkwv Speedway 3037 Seven 38002 1597 Freedom Blvd Watsonville CA Speedway 3524 Seven 33162 609 Rancho Conejo Thousand Oaks CA SEVEN & I HOLDINGS CO., LTD. 189 Decision and Order Speedway Site Corresponding 7-ElevenAddress 7-ElevenCity 7- No. 7-Eleven Site Eleven No. State Speedway 3598 Seven 33252 8693 Irvine Center Irvine CA Dr.

Speedway 3745 Seven 33160 298 Sycamore Ave Vista CA Speedway 4510 Seven 33035 3490 E. Jm11pa St. Ontario CA Speedway 4565 Seven 40397 1806 S. Fraser St. Georgetown SC Speedway 4671 Seven 10837 11504 Jefferson Ave Newpo1i News VA Seven 33238 11825 Jefferson Ave Newpo1i News VA Seven 34307 12460 Wa1w ick Blvd Newpo1i News VA Seven 37710 12646 Nettles Dr. Newpo1i News VA Seven 37167 12330 Wa1w ick Blvd Newpo1i News VA Speedway 467 4 Seven 32333 5101 Geo Yorktown VA Washington Hwv Speedway 4865 Seven 24340 335 S. Sanborn Rd. Salinas CA Seven 35065 1020 Terven Salinas CA Soeedwav 4884 Seven 37988 1083 Morena Blvd San Diego CA Speedway 4954 Seven 37942 3225 Buck Owens Bakersfield CA Blvd Speedway 5060 Seven 27109 901 Palomar Airpo1i Carlsbad CA Rd Speedway 5156 Seven 25629 11205 Camino Ruiz San Diego CA Seven 32131 8261 Gold Coast San Diego CA Drive Speedway 5429 Seven 25807 1075 Elkelton Rd Spring Valley CA Seven 20508 948 Grand Ave Spring Valley CA Seven 15944 9365 Jamacha Blvd Spring Valley CA Seven 16498 103 Wo1i hington St. Spring Valley CA Speedway 6553 Seven 25548 100 Palm Harbor Palm Harbor FL Blvd Speedway 6565 Seven 26894 5860 Roosevelt Blvd Cleaiwater FL Speedway 6571 Seven 34813 2495 Pine Ridge Rd Naples FL Seven 17114 1871 Pine Ridge Naples FL Road Speedway 6572 Seven 37617 450 Goodlette-Frank Naples FL RdN Speedway 6580 Seven 34325 12125 Collier Blvd Naples FL Seven 41151 4704 Golden Gate Naples FL Pkwv Speedway 6645 Seven 32838 6758 Comoy Road Orlando FL Seven 34768 5490 S Kirkman Rd Orlando FL Speedway 6912 Seven 34286 17100 W Colonial Oakland FL Dr.

VOLUME 172 Decision and Order Speedway Site Corresponding 7-ElevenAddress 7-ElevenCity 7- No. 7-Eleven Site Eleven No. State Seven 33299 2605 E State Road Cle1mont FL Speedway 6942 Seven 36068 1005 S Main St. Kernersville NC Speedway 7805 Seven 37615 984 Waverly Avenue Holtsville NY Speedway 7911 Seven 38767 2821 Business 16 Denver NC Hwv Soeedwav 9351 Seven 35942 100 Childress Pl South Charleston WV Speedway 9431 Seven 23099 2102 S State St. Salt Lake UT South Speedway 9439 Seven 35627 2471 S 7200W West Valley City UT Speedway 9867 Seven 36674 690 N French Rd Amherst NY Speedway 9888 Seven 35245 5821 Broadway Lancaster NY Speedway 9977 Seven 40183 1540 Jefferson Rd Rochester NY NONPUBLIC APPENDIX VIII PRIOR NOTICE LOCATIONS [Redacted From the Public Record Version, But Inco1porated By Reference] NONPUBLIC APPENDIX IX Speedway Employees referenced in I. TT of this Order [Redacted From the Public Record Version, But Inco1porated By Reference] SEVEN & I HOLDINGS CO., LTD. 191 Decision and Order NONPUBLIC APPENDIX X- Anabi Oil Assets referenced in I.XX.6 of this Order [Redacted From the Public Record Version, But Incorporated By Reference] NONPUBLIC APPENDIX X- Anabi Oil Assets referenced in I.XX.6 of this Order [Redacted From the Public Record Version, But Incorporated By Reference] NONPUBLIC APPENDIX XI Leased Locations 1 [Redacted From the Public Record Version, But Incorporated By Reference] NONPUBLIC APPENDIX XII Leased Location 2 [Redacted From the Public Record Version, But Incorporated By Reference] VOLUME 172 Decision and Order APPENDIX XIII Divestiture Pricing T earn 1. Hardin, Gina 2. Michniewicz, Ga1y 3. Sparks, Lucas 4. Vojtisek, David List of Divestiture Assets Divestiture Buyer: Anabi Oil Divestiture Site Address City State Fuel Sold Speedway 1411 1300 West Nonnantown Road Romeoville IL Gas/Diesel Speedway 1423 570 East Laraway Road New Lenox IL Gas/Diesel Speedway 1960 543 Amherst St Nashua NH Gas Speedway 1962 66 Nashua Rd Londondeny NH Gas Speedway 2205 22855 Huron River Drive Rockwood MI Gas/Diesel Speedway 2431 700 Central St. Leominster MA Gas/Diesel Speedway 2909 6999 Clairton Road West Mifflin PA Gas/Diesel Speedway 2920 135 Lindsay Rd Zelienople PA Gas/Diesel Speedway 3320 18501 Nottingham Road Cleveland OH Gas Speedway 3345 6073 Mayfield Road Mayfield Height OH Gas/Diesel Speedway 3346 230 Richmond Road Richmond OH Gas Heights Speedway 3376 6885 Center Street Mentor OH Gas/Diesel Speedway 3623 2827 Lexington A venue Lexington OH Gas/Diesel Speedway 3680 1045 Graham Road Stow OH Gas/Diesel Speedway 3686 4969 Fishcreek Road Stow OH Gas/Diesel Speedway 3694 21043 Royalton Road Strongsville OH Gas/Diesel Speedway 3944 1322 E Main St Salem WV Gas/Diesel Speedway 3998 4189 State Route 306 Willoughby OH Gas/Diesel Speedway 4251 1021 North Rand Road Prospect Heights IL Gas/Diesel Speedway 4333 2110 Orchard Road Montgome1y IL Gas/Diesel Speedway 4611 8716 Ogden Avenue Lyons IL Gas/Diesel Speedway 4646 101 Lee Highway Verona VA Gas/Diesel Speedway 5160 3200 Us Highway 20 E Elkhaii IN Gas/Diesel Speedway 5165 2106 West Lexington A venue Elkhaii IN Gas Speedway 5338 421 West Wise Road Schaumburg IL Gas/Diesel Speedway 5499 18601 Hall Road Clinton MI Gas/Diesel Township SEVEN & I HOLDINGS CO., LTD. 193 Decision and Order Divestiture Site Address City State Fuel Sold Speedway 5 548 1449 Mishawaka Avenue South Bend IN Gas Speedway 6086 3200 S Nappanee St Elkhaii IN Gas Speedway 6410 14690 Metro Pkwy. Foti Myers FL Gas/Diesel Speedway 6411 3701 E Busch Blvd. Tampa FL Gas/Diesel Speedway 6413 5426 Little Rd New Port Richey FL Gas/Diesel Speedway 6416 2655 S Kirkman Rd Orlando FL Gas Speedway 6419 2294 E Irlo Bronson Memorial Hwy Kissimmee FL Gas/Diesel Speedway 6422 5551 Lee Blvd Lehigh Acres FL Gas/Diesel Speedway 6425 3200 S John Young Pkwy Kissimmee FL Gas/Diesel Speedway 6427 17951 N Tamiami Trl NotihFoti FL Gas/Diesel Mvers Speedway 6428 19600 Pines Blvd Pembroke Pines FL Gas/Diesel Speedway 6439 7550 Nw 186th St Miami FL Gas Speedway 6440 11425 W Hillsborough Ave Tampa FL Gas/Diesel Speedway 6453 3300 N Andrews Ave. Oakland Park FL Gas Speedway 6454 4200 Peters Rd Foti Lauderdale FL Gas/Diesel Speedway 6456 621 W Broward Blvd Foti Lauderdale FL Gas/Diesel Speedway 6460 5801 Johnson St. Hollywood FL Gas Speedway 6462 2710 Maguire Rd Ocoee FL Gas/Diesel Speedway 6463 10544 Pai·k Blvd. Seminole FL Gas/Diesel Speedway 6467 20901 NW 2nd Ave. Miami Gai·dens FL Gas Speedway 64 71 2515 W Sample Rd. Deerfield Beach FL Gas/Diesel Speedway 64 7 5 9281 Daniels Pkwy Foti Myers FL Gas/Diesel Speedway 6485 6601 S. Us Highway 1 Poti St. Lucie FL Gas/Diesel Speedway 6491 5705 NW 167th St. Hialeah FL Gas/Diesel Speedway 6493 13987 Walsingham Rd. Lai·go FL Gas/Diesel Speedway 6496 267 5 W International Speedway Daytona Beach FL Gas/Diesel Blvd Speedway 6497 11615 Boyette Rd Riverview FL Gas/Diesel Speedway 6498 4171 Tamiami Trail E East Naples FL Gas Speedway 6506 14624 S Militaiy Trl Dehay Beach FL Gas/Diesel Speedway 6507 466 Blanding Blvd Orange Park FL Gas/Diesel Speedway 6532 75 Broad St Masaiyktown FL Gas/Diesel Speedway 6537 7319 Plathe Rd New Poti Richey FL Gas/Diesel Speedway 6538 13508 State Route 54 Odessa FL Gas/Diesel Speedway 6553 2734 Palm Harbor Blvd Palm Harbor FL Gas/Diesel Speedway 6554 1625 N Mcmullen Booth Rd Cleaiwater FL Gas/Diesel Speedway 6555 2577 Ham Blvd Cleaiwater FL Gas Speedway 6556 2185 Drew St Cleaiwater FL Gas/Diesel Speedway 6557 500 S Foti HaiTison Ave Cleaiwater FL Gas VOLUME 172 Decision and Order Divestiture Site Address City State Fuel Sold Speedway 6563 11800 66Th St Largo FL Gas Speedway 6564 2698 Roosevelt Blvd. Cleaiwater FL Gas Speedway 6565 5798 Roosevelt Blvd Cleaiwater FL Gas Speedway 6567 2499 Palm Ridge Rd Sanibel FL Gas/Diesel Speedway 6568 27001 Old 41 Road Bonita Springs FL Gas/Diesel Speedway 6569 12030 Bonita Beach Rd Se Bonita Springs FL Gas/Diesel Speedway 6570 28070 Quails Nest Ln Bonita Springs FL Gas/Diesel Speedway 6571 2055 Pine Ridge Rd Naples FL Gas Speedway 6572 2100 Goodlette Rd N Naples FL Gas Speedway 6579 6300 Davis Blvd Naples FL Gas/Diesel Speedway 6580 11655 Collier Blvd Naples FL Gas Speedway 6581 5100 Golden Gate Pkwy Naples FL Gas Speedway 6584 1020 Santa Bai·bai·a Blvd Cape Coral FL Gas/Diesel Speedway 6585 1351 Homestead Rd N Lehigh Acres FL Gas/Diesel Speedway 6593 2045 MmTell Rd Rockledge FL Gas Speedway 6594 5511 Clai·cona Ocoee Rd Orlando FL Gas/Diesel Speedway 6598 5975 State Road 7 Lake Worth FL Gas/Diesel Speedway 6645 5981 Turkey Lake Rd Orlando FL Gas Speedway 6648 4150 N State Road 7 Coral Springs FL Gas/Diesel Speedway 6649 700 S Nova Rd O1mond Beach FL Gas/Diesel Speedway 6654 8275 N Wickham Rd Melbourne FL Gas/Diesel Speedway 6664 410 East Vistula Street Bristol IN Gas/Diesel Speedway 6683 2755 S Nappanee St Elkhaii IN Gas Speedway 6855 13179 Us Highway 301 S Riverview FL Gas/Diesel Speedway 6861 5980 S Jog Rd. Lake Wo1ih FL Gas/Diesel Speedway 6871 4287 Nw Federal Hwy Jensen Beach FL Gas/Diesel Speedway 6876 8923 State Road 54 New Poli Richey FL Gas/Diesel Speedway 6895 7900 World Center Dr Orlando FL Gas Speedway 6897 2885 University Pkwy Sarasota FL Gas/Diesel Speedway 6904 4695 N University Dr. Lauderhill FL Gas Speedway 6909 3202 Daniels Rd Winter Gai·den FL Gas/Diesel Speedway 6911 5149 Adamo Drive Tampa FL Gas/Diesel Speedway 6912 16500 State Route 50 Cle1mont FL Gas/Diesel Speedway 7015 3920 Ridge Road Highland IN Gas/Diesel Speedway 7542 352 South Bolingbrook Drive Bolingbrook IL Gas/Diesel Speedway 7568 499 West Boughton Road Bolingbrook IL Gas/Diesel Speedway 7576 1199 Elmhurst Road Des Plaines IL Gas/Diesel Speedway 7658 77 6 Bedford Rd. Bedford Hills NY Gas/Diesel Speedway 8329 5550 West 79th Street Burbank IL Gas/Diesel Speedway 8338 9651 Kennedy A venue Highland IN Gas/Diesel SEVEN & I HOLDINGS CO., LTD. 195 Decision and Order Divestiture Site Address City State Fuel Sold Speedway 8529 302 Lincolnway West Mishawaka IN Gas Speedway 8531 2702 Mishawaka Avenue South Bend IN Gas Speedway 8715 1223 Broadway Street Bay City MI Gas/Diesel Speedway 8727 18650 Hall Road Clinton MI Gas/Diesel Township Speedway 8736 19985 W 130th St North Royalton OH Gas/Diesel Speedway 8859 40500 Van Dyke A venue Sterling Heights MI Gas/Diesel Speedway 9200 3211 Murdoch Avenue Parkersburg WV Gas Speedway 9257 1606 Grand Central A venue Vienna WV Gas/Diesel Speedway 9293 25032 Us-119 Belfiy KY Gas Speedway 9303 1295 West Main Street Kent OH Gas/Diesel Speedway 9351 2 Green Road Charleston WV Gas/Diesel Speedway 9409 10615 South 700 East Sandy UT Gas/Diesel Speedway 9431 502 East 2100 South Salt Lake City UT Gas/Diesel Speedway 9439 7210 West 3500 South Magna UT Gas/Diesel Speedway 9440 7746 Union Park Avenue Sandy UT Gas/Diesel Speedway 9446 95 W. 10600 South Sandy UT Gas/Diesel Speedway 9453 4408 Emerson Ave Parkersburg WV Gas Speedway 9794 8657 Elk River Rd N Clendenin WV Gas/Diesel Speedway 9898 6125 Main St. Williamsville NY Gas 7-Eleven 37225 13191 Reams Road Windennere FL Gas/Diesel Divestiture Buyer: CrossAmerica Partners LP Divestiture Site Address City State Fuel Sold Speedway 2413 453 Cooley St Springfield MA Gas/Diesel Speedway 2418 231 Main St No1th Reading MA Gas/Diesel Speedway 2456 123 Cambridge St. Charlestown MA Gas/Diesel Speedway 2457 251 Everett Ave. Chelsea MA Gas Speedway 2460 251 E Central St Franklin MA Gas/Diesel Speedway 2468 558 Pawtucket St. Lowell MA Gas Speedway 2479 41 Lee Burbank Hwy Revere MA Gas/Diesel Speedway 2484 800 Gar Hwy. Swansea MA Gas/Diesel Speedway 2493 219 Cambridge St. Charlestown MA Gas Speedway 2495 287 Prospect Street Cambridge MA Gas/Diesel Speedway 2501 300 MeITimack St. Lowell MA Gas Speedway 2818 2400 W Shore Rd Wa1wick RI Gas Speedway 2822 864 W Main Rd. Middletown RI Gas/Diesel Speedway 2826 1308 Stafford Rd Tive1ton RI Gas/Diesel Speedway 2828 442 Manton Ave. Providence RI Gas/Diesel VOLUME 172 Decision and Order Divestiture Site Address City State Fuel Sold Speedway 2830 4 73 Reservoir A venue Cranston RI Gas/Diesel Speedway 2833 83 Point St Providence RI Gas/Diesel Speedway 2839 2790 Maybank Hwy Johns Island SC Gas/Diesel Speedway 2841 1602 Sam Rittenberg Blvd. Charleston SC Gas/Diesel Speedway 2848 2245 Savannah Hwy Charleston SC Gas/Diesel Speedway 2850 670 College Park Rd Ladson SC Gas/Diesel Speedway 2853 5777 Dorchester Rd. North Charleston SC Gas/Diesel Speedway 2854 1401 Old Trolley Rd. Summerville SC Gas/Diesel Speedway 2856 8620 Dorchester Rd North Charleston SC Gas/Diesel Speedway 2865 8976 University Blvd North Charleston SC Gas/Diesel Speedway 2872 3299 Wilson Blvd. Arlington VA Gas/Diesel Speedway 2875 3801 Mechanicsville Tpke Richmond VA Gas/Diesel Speedway 2876 7700 W Broad St Richmond VA Gas Speedway 4565 3400 South Fraser St. Georgetown SC Gas/Diesel Speedway 4655 120 Beny Hill Road Orange VA Gas/Diesel Speedway 4659 197 S. Rosemont Road Virginia Beach VA Gas/Diesel Speedway 4660 14404 Princess Anne Road Virginia Beach VA Gas/Diesel Speedway 4662 600 Battlefield Blvd. S. Chesapeake VA Gas/Diesel Speedway 4665 6692 G.W. Memorial Hwy Gloucester VA Gas/Diesel Speedway 4671 11702 Jefferson Ave. Newport News VA Gas Speedway 4672 3601 Airline Blvd. Po1ismouth VA Gas/Diesel Speedway 4674 3910 G.W. Memorial Hwy Yorktown VA Gas/Diesel Speedway 4675 1555 Holland Rd. Suffolk VA Gas/Diesel Speedway 6711 1518 S 4th St. Allentown PA Gas Speedway 6723 ~855 Perkiomen Ave. Reading PA Gas/Diesel Speedway 6725 ~58 S Easton Rd Glenside PA Gas Speedway 6727 164 E Dekalb Pike King of Prnssia PA Gas/Diesel Speedway 6728 14175 Carlisle Pike Camp Hill PA Gas/Diesel Speedway 6751 14002 Chestnut St Emmaus PA Gas/Diesel Speedway 6758 104 N State Rd Ma1ysville PA Gas Speedway 6759 710 Limekiln Rd New PA Gas Cumberland Speedway 6765 750 E Main St Annville PA Gas/Diesel Speedway 6785 1008 2nd Street Pike Richboro PA Gas Speedway 6788 615 S Broad St Philadelphia PA Gas Speedway 6791 14640 Chestnut Street Philadelphia PA Gas Speedway 6792 5110 City Line Ave Philadelphia PA Gas/Diesel Speedway 6797 3300 Grays Feny Ave. Philadelphia PA Gas Speedway 6803 74 7 Bethlehem Pike Montgome1yville PA Gas/Diesel Speedway 6807 7000 Frankford A venue Philadelphia PA Gas Speedway 6808 6101 Passyunk A venue Philadelphia PA Gas Speedway 6942 826 South Main Street Kernersville NC Gas/Diesel SEVEN & I HOLDINGS CO., LTD. 197 Decision and Order Divestiture Site Address City State Fuel Sold Speedway 7105 5540 Murfreesboro Rd. Lavergne TN Gas/Diesel Speedway 7115 7420 Bonny Oaks Drive Chattanooga TN Gas/Diesel Speedway 7584 758 Erie Blvd W Syracuse NY Gas/Diesel Speedway 7585 711 S Main St North Syracuse NY Gas Speedway 7592 146 Delaware Avenue Elsemere NY Gas Speedway 7593 1952 Lyell Ave. Rochester NY Gas Speedway 7621 1910 Empire Blvd. Webster NY Gas/Diesel Speedway 7624 14350 Dewey Ave Greece NY Gas/Diesel Speedway 7661 7409 Pittsford Palmyra Rd Fairpo1t NY Gas/Diesel Speedway 7662 685 Hiawatha Blvd. W Syracuse NY Gas/Diesel Speedway 7663 3006 Route 50 Saratoga Springs NY Gas/Diesel Speedway 7682 1400 Erie Blvd E Syracuse NY Gas Speedway 7724 1338 Route 52 Crumel NY Gas/Diesel Speedway 7727 ~85 Wading River Rd Manorville NY Gas/Diesel Speedway 7739 933 W Ridge Rd Rochester NY Gas Speedway 7747 14803 W Taft Rd. Liverpool NY Gas Speedway 7805 1801 N Ocean Ave. Frumingvile NY Gas/Diesel Speedway 7871 1215 Route 300 Newburgh NY Gas/Diesel Speedway 7872 386 S Broadway Tanytown NY Gas/Diesel Speedway 7892 951 New Loudon Rd Latham NY Gas Speedway 7894 5028 Ridge Rd W Spence1po1t NY Gas/Diesel Speedway 7898 1877 W Ridge Rd. Greece NY Gas Speedway 7911 1523 N Highway 16 Denver NC Gas/Diesel Speedway 7989 10207 N. T1yon Street Chru-Iotte NC Gas/Diesel Speedway 7990 10925 University City Blvd. Chru-Iotte NC Gas/Diesel Speedway 9867 1555 N. French Rd. Amherst NY Gas Speedway 9874 5114 Transit Rd. Cheektowaga NY Gas Speedway 9875 642 Cleveland Dr. Cheektowaga NY Gas Speedway 9879 8925 Main St. Clarence NY Gas Speedway 9880 1199 French Rd. Depew NY Gas Speedway 9884 ~080 Abbott Rd. Lackawanna NY Gas/Diesel Speedway 9888 14221 Walden Ave. Lancaster NY Gas/Diesel Speedway 9891 6724 Williams Rd. Niagara Falls NY Gas Speedway 9896 3085 Delawru·e Ave. Tonawanda NY Gas Speedway 9914 819 Ridge Rd Webster NY Gas Speedway 9929 31 S West Street Homer NY Gas/Diesel Speedway 9940 300 Maple Ave Elmira NY Gas/Diesel Speedway 9942 1268 Arsenal Street Wateitown NY Gas/Diesel Speedway 9945 152 Clinton Ave Homer NY Gas Speedway 9957 3068 E Hemietta Road Hemietta NY Gas/Diesel Speedway 9965 6180 Collett Road Frumington NY Gas VOLUME 172 Decision and Order Divestiture Site Address City State Fuel Sold Speedway 9968 5300 Main Street Williamsville NY Gas/Diesel Speedway 9969 6640 Clinton St Elma NY Gas Speedway 9970 661 Jamison Rd Elma NY Gas/Diesel Speedway 9974 56 Hamburg St East Aurora NY Gas/Diesel Speedway 9976 697 Orchard Park Rd Buffalo NY Gas/Diesel Speedway 9977 3001 Winton Rd S Rochester NY Gas Speedway 9980 6896 E Genesee St Fayetteville NY Gas/Diesel Speedway 9985 ~031 Ny-31 Live1pool NY Gas/Diesel 7-Eleven 23450 1701 Union Blvd. Bay Shore NY Gas Divestiture Buyer: Jacksons Food Stores, Inc.

Divestiture Site Address City State Fuel Sold Speedway 1480 500 Appian Way El Sobrante CA Gas/Diesel Speedway 1490 1915 Auto Center Drive Antioch CA Gas/Diesel Speedway 1801 40500 Fremont Blvd. Fremont CA Gas/Diesel Speedway 2000 3096 Sunrise Blvd. Rancho Cordova CA Gas/Diesel Speedway 2091 8990 Bolsa Ave. Westminster CA Gas Speedway 2993 1530 W Saint Maiys Rd Tucson AZ Gas Speedway 3015 205 South Stephanie St Henderson NV Gas Speedway 3016 2979 E Dese1i fun Road Las Vegas NV Gas Speedway 3019 5556 Boulder Hwy Las Vegas NV Gas Speedway 3037 1902 Freedom Blvd. Freedom CA Gas/Diesel Speedway 3048 2281 W Casmalia St Rialto CA Gas Speedway 3052 2195 S Haven Ave Ontario CA Gas/Diesel Speedway 3056 33070 Antelope Rd MmTieta CA Gas/Diesel Speedway 3057 44239 Mai·gai·ita Rd Temecula CA Gas/Diesel Speedway 3523 305 Ca1men Dr Camarillo CA Gas/Diesel Speedway 3524 518 Rancho Conejo Blvd Newbmy Pai·k CA Gas Speedway 3596 10710 Alondra Blvd. N01walk CA Gas Speedway 3598 51 Technology Dr Irvine CA Gas Speedway 3745 400 Sycamore Ave Vista CA Gas/Diesel Speedway 3746 679 W San Mai·cos Blvd San Marcos CA Gas/Diesel Speedway 3751 7 61 N Broadway Escondido CA Gas/Diesel Speedway 3785 1525 N Magnolia Ave El Cajon CA Gas Speedway 3787 902 Broadway Chula Vista CA Gas Speedway 3788 1137 Broadway St. King City CA Gas/Diesel Speedway 3790 1000 N H St Lompoc CA Gas/Diesel Speedway 4055 12109 Woodside A venue Lakeside CA Gas Speedway 4069 125 Hidden Valley Pkwy Norco CA Gas SEVEN & I HOLDINGS CO., LTD. 199 Decision and Order Divestiture Site Address City State Fuel Sold Speedway 4108 1302 S hnperial Ave El Centro CA Gas/Diesel Speedway 4109 13352 East hnperial Highway Santa Fe Springs CA Gas/Diesel Speedway 4112 1356 Eninger Road Simi Valley CA Gas Speedway 4150 1484 East Washington A venue El Cajon CA Gas/Diesel Speedway 4164 1551 Rosecrans Sti·eet San Diego CA Gas Speedway 4223 15980 Penis Blvd Moreno Valley CA Gas Speedway 4399 1861 South San Gabriel Blvd. San Gabriel CA Gas Speedway 4469 201 WMain St Brawley CA Gas/Diesel Speedway 4492 2132 Mariposa Road Stockton CA Gas/Diesel Speedway 4510 2215 S Archibald Ave Ontario CA Gas/Diesel Speedway 4531 23038 Lake Forest Drive Laguna Hills CA Gas/Diesel Speedway 4600 23905 Catt Rd Wildomar CA Gas/Diesel Speedway 4606 2411 Jamacha Road El Cajon CA Gas Speedway 4858 3302 Del Mar Avenue Rosemead CA Gas Speedway 4865 33 S Sanborn Salinas CA Gas/Diesel Speedway 4868 3430 Taylor Road Loomis CA Gas/Diesel Speedway 4884 3 711 Camino Del Rio West San Diego CA Gas/Diesel Speedway 4909 39614 Los Alamos Rd MmTieta CA Gas/Diesel Speedway 4954 4200 Buck Owens Blvd. Bakersfield CA Gas/Diesel Speedway 4965 44260 Redhawk Pkwy. Temecula CA Gas/Diesel Speedway 4984 525 E 5th St Holtville CA Gas/Diesel Speedway 5027 6098 University Ave San Diego CA Gas Speedway 5053 633 Burningham Dr Cardiff-by-the- CA Gas/Diesel Sea Speedway 5056 6404 Mission Gorge Road San Diego CA Gas/Diesel Speedway 5060 665 Palomar Allport Road Carlsbad CA Gas/Diesel Speedway 5083 6901 Federal Boulevard Lemon Grove CA Gas Speedway 5099 72300 Highway 111 Palm Dese1t CA Gas/Diesel Speedway 5156 8345 Mira Mesa Boulevard San Diego CA Gas Speedway 5429 8659 Jamacha Road Spring Valley CA Gas Speedway 5436 9009 Carlton Hills Boulevard Santee CA Gas Speedway 5446 9155 San Gabriel Road Atascadero CA Gas/Diesel Speedway 5452 960 N hnperial Ave El Centro CA Gas/Diesel Speedway 6000 9811 Mission Gorge Road Santee CA Gas Speedway 6168 2501 Pacheco Boulevard Ma1tinez CA Gas/Diesel Speedway 6171 25336 Madison Ave MmTieta CA Gas Speedway 6183 2680 Soquel Ave SantaCmz CA Gas/Diesel VOLUME 172 Concurring Statement STATEMENT OF ACTING CHAIRWOMAN REBECCA KELLY SLAUGHTER AND COMMISSIONER ROHIT CHOPRA May 14, 2021 Today, Seven & i Holdings, the Tokyo-based owner of 7-Eleven, announced that it closed a $21 billion transaction with Marathon Petroleum Corporation, purchasing roughly 3,900 Speedway retail gasoline and convenience store businesses from Marathon. We have reason to believe that this transaction is illegal under Section 7 of the Clayton Act and Section 5 of the Federal Trade Commission Act, raising significant competitive concerns in hundreds of local retail gasoline and diesel fuel markets across the country. In many local markets, the transaction is either a merger-to-monopoly or reduces the number of competitors from three to two. With the support of a majority of Commissioners, the Commission can and routinely does challenge these harmful mergers.

The Commission has spent significant resources investigating this transaction, but has not yet come to an agreement with the parties and a majority of the Commission that would fully resolve the competitive concerns. Seven and Marathon’s decision to close under these circumstances is highly unusual, and we are extremely troubled by it. The parties have closed their transaction at their own risk. The Commission will continue to investigate to determine an appropriate path forward to address the anticompetitive harm, and will also continue to work with State Attorneys General. STATEMENT OF COMMISSIONERS NOAH JOSHUA PHILLIPS AND CHRISTINE S. WILSON May 14, 2021 Today, the Federal Trade Commission (“Commission”) is failing to act as Seven & i Holdings Co. consummates its purchase of nearly 4,000 gas stations from Marathon Petroleum Corporation, which transaction includes hundreds of retail gasoline and convenience store overlaps that we have reason to believe violate the antitrust laws. Rather than resolve the issues and order divestitures (or sue to block the transaction), the Acting Chairwoman and Commissioner Chopra have issued a strongly worded statement. Their words do not bind the merging parties, leaving consumers completely unprotected.

There is no good reason for the Commission to be in this mess. This deal was announced last August, the better part of a year ago. Both companies duly notified the Commission and the Department of Justice, pursuant to the Hart Scott Rodino Antitrust Improvements Act (the “HSR SEVEN & I HOLDINGS CO., LTD. 201 Dissenting Statement Act”). That left plenty of time for staff—who, since late January, have worked at the direction of the Acting Chairwoman—and the parties to negotiate a resolution. As she and Commissioner Chopra note, extensive resources have been devoted to this matter. It also gave plenty of time for all commissioners to learn about such a resolution and resolve their concerns. To the extent that our colleagues insinuate that the parties have acted in bad faith in this process, we have been given no information suggesting the parties failed to work constructively with staff to negotiate a timely and effective resolution. Yet the Commission is opting to permit the transaction to close without a remedy in place.

Congress enacted the HSR Act to create a framework that would give the government an opportunity to investigate and either challenge or resolve anticompetitive mergers before they close. For decades, the Commission—whether controlled by Democrats or Republicans—has worked within the HSR Act framework, providing security to consumers and certainty to businesses. The Commission failed to do that today, and consumers and businesses both lost. We sincerely hope this lapse is an isolated incident, not the beginning of a trend. JOINT CONCURRING STATEMENT OF COMMISSIONERS REBECCA KELLY SLAUGHTER AND ROHIT CHOPRA June 25, 2021 Today, the Commission accepted for public comment an order that would resolve competitive concerns raised by the illegal acquisition of a Marathon Petroleum subsidiary by Seven & I Holdings (collectively “7-Eleven”). The approximately $21 billion deal involved nearly 4,000 retail fuel and convenience store locations. On May 14, 2021, the parties consummated the deal, despite knowing that the Commission had outstanding—but resolvable—concerns about the transaction and about the parties’ proposal to resolve those concerns at the time. The agreement to merge and the decision to consummate substantially lessened competition in 293 local geographic markets across twenty states, in violation of Section 5 of the FTC Act and Section 7 of the Clayton Act. While Commission staff had worked diligently to resolve the competitive concerns raised by the transaction, negotiating hundreds of divestitures to three different buyers, the parties had not reached a settlement that the Commission could accept when they closed. The job of the Commission is to pursue the correct outcome in cases, not the expedient one. Here, it was important to take the few extra weeks necessary to ensure that the resolution would effectively preserve competition and that any risk would be borne by the parties, not by consumers, workers, and other market participants. Today’s settlement achieves that in a few key ways.

First, the order holds 7-Eleven accountable for executing divestitures quickly and efficiently. The Commission’s general preference is for divestitures to happen as close in time to VOLUME 172 Concurring Statement the transaction as is practicable in order to protect competition. 1 Here, given the scope and complexity of the required divestitures, a longer end date is justified, provided the divestitures happen on an ongoing basis. Today’s proposal includes provisions with rolling divestiture timelines, benchmarked at 90, 120, and 150 days, and completed within 180 days from May 14, 2021—the date of the illegal merger. If 7-Eleven fails to follow these benchmarks and the buyers’ schedules, 7-Eleven will be in violation of today’s proposed order. Second, 7-Eleven will be prohibited from enforcing noncompete provisions against current franchisees or others who might seek employment at the divestiture outlets. Noncompete provisions generally prevent workers and small business franchises from fairly bargaining for employment and opportunity. In this instance, they could also prevent divestiture buyers from accessing the talent that could best facilitate their ability to restore competition in the relevant markets. The prohibition in the order is consistent with prior Commission action, 2but is especially important in this case, given that 7-Eleven consummated an illegal transaction. Expressly safeguarding the buyers’ access to essential employees or business partners is particularly necessary to protect the effectiveness of the divestitures. The terms of this order are well-grounded in Commission precedent and reflect learned experience from past orders. The Commission’s past experiences show that divestitures that are not carefully constructed end up failing to adequately protect consumers, workers, and 1 See, e.g., Press Release, Fed. Trade Commu, FTC Requires Divestitures as Condition of 7-Eleven, Inc. Parent Company’s $3.3 Billion Acquisition of Nearly 1,100 Retail Fuel Outlets from Competitor Sunoco (Jan. 18, 2020), https://www.ftc.gov/news-events/press-releases/2018/01/ftc-requires-divestitures-condition-7-eleven-inc parentcompanys (requiring the parties divest 26 stations over the course of 90 days); Press Release, Fed. Trade Commu, FTC Approves Final Order Imposing Conditions on Arko Holdings Ltd.’s Acquisition of Empire Petroleum Partners, LLC (Oct. 7, 2020), https://www.ftc.gov/news-events/news/press-releases/2020/10/ftc-approves-final order-imposing-conditions-arko-holdings-ltds-acquisition-empire-petroleum (ordering divestiture of 7 stations over the course of 20 days); Press Release, Fed. Trade Commu, FTC Approves Final Order Imposing Conditions on Tri Star Energy, LLC’s Acquisition of Certain Assets of Hollingsworth Oil Company, Inc., C & H Properties, and Ronald L. Hollingsworth (Aug. 14, 2020), https://www.ftc.gov/news-events/news/press-releases/2020/08/ftc-approves-final order-imposing-conditions-tri-star-energy-llcs-acquisition-certain-assets (ordering divestiture of 2 stations over the course of 10 days); but see Press Release, Fed. Trade Commu, FTC Requires Retail Fuel Station and Convenience Store Operator Alimentation Couche-Tard Inc. and its affiliate CrossAmerica Partners LP to Divest 10 Fuel Stations in Minnesota and Wisconsin as a Condition of Acquiring Holiday Companies (Dec. 15, 2017), https://www.ftc.gov/news-events/news/press-releases/2017/12/ftc-requires-retail-fuel-station-convenience-store operator-alimentation-couche-tard-inc-its (allowing 120 days to find a buyer for and divest 10 stations; the Commission later alleged the parties violated the divestiture order, and the parties agreed to pay a $3.5 million civil penalty to the FTC to settle those allegations).

2See Statement of Commissioners Rohit Chopra and Rebecca Kelly Slaughter in the Matter of DTE Energy/Generation Pipeline, Fed. Trade Commu (Sept. 12, 2019), https://www.ftc.gov/system/files/documents/public statements/1544138/joint statement of chopra and slaughter dte energy-generation pipeline 9-13-19.pdf; Press Release, Fed. Trade Commu, FTC Approves Final Order Imposing Conditions on Merger of Air Medical Group Holdings, Inc. and AMR Holdco, Inc. (May 3, 2018), https://www.ftc.gov/news-events/press-releases/2018/05/ftc-approves-final-order-imposing-conditions-merger airmedical (divestiture of air ambulance services in Hawaii). SEVEN & I HOLDINGS CO., LTD. 203 Dissenting Statement competition. 3 It is disturbing that 7-Eleven failed to resolve these matters before consummating their illegal transaction. Typically, merging parties will wait for the Commission to accept an order for public comment before closing on their transaction. Here, the transaction involved billions of dollars in thousands of unique geographic markets across the United States; when parties propose transactions this large and complex, with obvious violations of the law, they must accept that proper review may take time. Notwithstanding that scope, in this case, Commission staff conducted an extensive investigation, identified overlaps, vetted divestiture buyers, and negotiated terms of divestitures with the parties—all in a matter of months. Working through the remaining concerns at the Commission level would not have been and was not time-consuming. 7-Eleven chose to close under a cloud of legal uncertainty rather than to resolve its issues with the Commission; it learned that this Commission will not be dared into accepting settlements we do not find adequate. We hope other parties will learn that working constructively with the Commission—rather than consummating an illegal merger—is a more effective and responsible path.

STATEMENT OF COMMISSIONERS NOAH JOSHUA PHILLIPS AND CHRISTINE S. WILSON June 25, 2021 Today, the Federal Trade Commission has accepted for public comment a consent agreement resolving all competition concerns presented by Seven & i Holdings Co.’s acquisition of nearly 4,000 gas stations from Marathon Petroleum Corporation. A settlement in this matter is long overdue. As we noted in our statement of May 14, 2021, 1 the day on which the parties consummated their transaction, the Commission had ample opportunity to act before the parties merged. 2 3 See Press Release, Fed. Trade Commu, FTC Releases Staff Study Examining Commission Merger Remedies between 2006 and 2012 (Feb. 3, 2017), https://www.ftc.gov/news-events/news/press-releases/2017/02/ftc-releases-staff-study examining-commission-merger-remedies-between-2006-2012; Fed. Trade Commu, A Study of the Commission's Divestiture Process (1999), https://www ftc.gov/sites/default/files/documents/reports/study-commissions-divestiture process/divestiture 0.pdf .

1 See Statement of Commissioners Noah Joshua Phillips & Christine S. Wilson, Seven & i Holdings Co., Ltd./Marathon Petroleum Corp., FTC File No. 201-0108 (May 14, 2021), https://www.ftc.gov/system/files/documents/public statements/1590067/2010108sevenmarathonphillipswilsonstate ment.pdf .

2 Indeed, the settlement before the Commission on May 14 required the divestiture of 293 fuel outlets, see Press Release, 7-Eleven Inc., Response to FTC Commissioner Statement (May 14, 2021), https://corp.7 eleven.com/corppress-releases/05-14-2021-7-eleven-inc-response-to-ftc-commissioner-statement; and the settlement unanimously accepted by the Commission today similarly requires the divestiture of 293 fuel outlets. Commissioners VOLUME 172 Analysis to Aid Public Comment To the extent the Analysis to Aid Public Comment or other statements issued suggest that Seven & i Holdings or its U.S. subsidiary 7-Eleven Inc. acted in bad faith, the public is free to read our earlier statement and Seven & i Holding’s side of the story, 3 the veracity of which no commissioner has disputed in the month since they were issued. Those accounts paint a different, and regrettable, picture of what happened.

We thank our staff for their diligence, professionalism, and responsiveness throughout this process; the Commission’s failures here are in no way a reflection of their efforts. ANALYSIS OF CONSENT ORDER TO AID PUBLIC COMMENT I. Introduction The Federal Trade Commission (“Commission”) has accepted for public comment, subject to final approval, an Agreement Containing Consent Orders (“Consent Agreement”) fromSeven & i Holdings Co., Ltd., a Japanese company, 7-Eleven, Inc., the U.S. subsidiary, (collectively, “7 Eleven”) and Marathon Petroleum Corporation (“Marathon”) (collectively, the “Respondents”). The Consent Agreement is designed to remedy the anticompetitive effects that likely are resulting from 7-Eleven’s consummated acquisition of Marathon’s wholly-owned subsidiary Speedway LLC (“Speedway”). The Commission also issued the Order to Maintain Assets included in the Consent Agreement. Pursuant to Commission Rules of Practice, a consent agreement was proposed prior to Respondents’ consummation of the transaction, but the Commission had not accepted the proposal because a majority did not find certain provisions in the proposal sufficient to fully resolve competitive concerns stemming from the transaction. 7-Eleven closed on the acquisition on May 14, 2021 with full knowledge that the acquisition was in violation of Section 7 of the Clayton Act and Section 5 of the FTC Act.

Respondents subsequently agreed to a revised proposed Decision and Order (“Order”), described herein, that restores competition lost from the transaction. Under the terms of the Order included in the Consent Agreement, 7-Eleven must divest to Commission-approved Buyers certain Speedway retail fuel outlets and related assets in 291 local markets, and certain 7-Eleven retail fuel outlets and related assets in 2 local markets, across 20 states. The Order requires the divestitures Slaughter and Chopra highlight the order provision that prohibits Seven & i’s subsidiary 7-Eleven from enforcing noncompete provisions against current franchisees or others who might seek employment at the divestiture outlets. This narrow provision is consistent with previous Commission orders that impose conditions to ensure that divested assets have access to the employees necessary to ensure the success of the divestiture. 3 Statement of Commissioners Noah Joshua Phillips & Christine S. Wilson, supra note 1; Press Release, 7-Eleven, Inc., supra note 2.

SEVEN & I HOLDINGS CO., LTD. 205 Analysis to Aid Public Comment to take place no later than 180 days after May 14, 2021, the day 7- Eleven closed on its acquisition of Marathon’s assets. The Commission prefers divestitures to upfront buyers that occur close in time with the closing of the main transaction, but Commission orders will allow for a longer divestiture period when specific, demonstrable circumstances warrant. In this matter, the Commission recognizes that the particular logistical and regulatory requirements of transferring 293 stations across 20 states necessitates a longer process of rolling divestitures to three Buyers. To ensure that as many divestitures happen as quickly as possible, the Order requires that 7-Eleven divests the outlets to the Buyers based on the Buyer-approved divestiture schedules which are incorporated into the Order, and that 7-Eleven meets specific divestiture benchmarks at 90, 120, and 150 days.

The Order to Maintain Assets requires Respondents to operate and maintain each divestiture outlet in the normal course of business through the date the Commission-approved Buyer acquires the outlet. In addition, the Order and Order to Maintain Assets require that until7 Eleven divests the outlets, it must maintain separate retail fuel pricing teams and keep information related to pricing decisions for the divestiture outlets separate from the retail fuel pricing for 7 Eleven’s other outlets.

The Order also prohibits 7-Eleven from enforcing noncompete provisions in its franchise agreements against current franchisees or others who might seek employment at the divestiture outlets. This provision reduces the likelihood that any 7-Eleven noncompete provisions will have a chilling effect on franchisees or others in seeking employment or doing business with the divestiture outlets. Given that 7-Eleven consummated an illegal transaction, expressly safeguarding the Buyers’ access to essential employees or business partners is particularly necessary to protect the effectiveness of the divestitures. The Commission has placed the Consent Agreement on the public record for 30 days to solicit comments from interested persons. Comments received during this period will become part of the public record. After 30 days, the Commission will review the comments received anddecide whether it should withdraw, modify, or make the Order final. II. The Respondents Seven & i Holdings Co., Ltd., a publicly-traded company headquartered in Tokyo, Japan, owns and operates convenience stores and retail fuel outlets worldwide under the 7-Eleven brand. 7-Eleven, Inc. owns, operates, and franchises approximately 9,000 stores in the United States, making it the largest convenience store chain in the country. Roughly 46 percent of 7-Eleven’s stores offer fuel. 7-Eleven’s revenue in 2020 totaled over $20 billion, with fuel sales accounting for over $13 billion.

Marathon, a publicly-traded company headquartered in Findlay, Ohio, operates a vertically-integrated refining, marketing, retail, and transportation system for petroleum and petroleum products. Marathon is the largest U.S. refiner, with approximately 2.9 million barrels per day of crude oil refining capacity. In 2020, Marathon’s revenues totaled over $69 billion. VOLUME 172 Analysis to Aid Public Comment Marathon’s former wholly-owned subsidiary, Speedway, controls and sets retail fuel pricing at 3,898 retail transportation fuel and convenience stores across the United States, making it the thirdlargest domestic chain of company-owned and -operated retail fuel outlets and convenience stores. Speedway’s 2020 retail business revenues totaled over $19 billion, with sales of nearly 6 billion gallons of gasoline and diesel in 2019.

III. The Transaction Pursuant to an Asset Purchase Agreement dated August 2, 2020, 7-Eleven acquired substantially all of Marathon’s Speedway retail assets for approximately $21 billion, subject to adjustments (the “Transaction”).

7-Eleven and Marathon also entered into a 15-year agreement under which Marathon will supply and transport fuel to the Speedway business, with a base volume of 7.7 billion gallons per year of gasoline and diesel.

The Commission’s Complaint alleges that the Transaction violates Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, by substantially lessening competition for the retail sale of gasoline and/or the retail sale of diesel in 293 local markets across 20 states. IV. The Retail Sale of Gasoline and Diesel The Commission’s Complaint alleges that relevant product markets in which to analyze the Transaction are the retail sale of gasoline and the retail sale of diesel. Consumers require gasoline for their gasoline-powered vehicles and can purchase gasoline only at retail fuel outlets. Likewise, consumers require diesel for their diesel-powered vehicles and can purchase diesel only at retail fuel outlets. The retail sale of gasoline and the retail sale of diesel constitute separate relevant markets because the two are not interchangeable. Vehicles that run on gasoline cannot run on diesel and vehicles that run on diesel cannot run on gasoline. The Commission’s Complaint alleges 293 local relevant geographic markets in which to assess the competitive effects of the Transaction within the following states: Arizona; California; Florida; Illinois; Indiana; Kentucky; Massachusetts; Michigan; North Carolina; New Hampshire; Nevada; New York; Ohio; Pennsylvania; Rhode Island; South Carolina; Tennessee; Utah; Virginia; and West Virginia.

The geographic markets for retail gasoline and retail diesel are highly localized, depending on the unique circumstances of each area. Each relevant market is distinct and fact- dependent, reflecting many considerations, including commuting patterns, traffic flows, and outlet characteristics. Consumers typically choose between nearby retail fuel outlets with similar characteristics along their planned routes. The geographic markets for the retail sale of diesel are similar to the corresponding geographic markets for retail gasoline, as many diesel consumers exhibit preferences and behaviors similar to those of gasoline consumers. SEVEN & I HOLDINGS CO., LTD. 207 Analysis to Aid Public Comment The Transaction substantially lessens competition in each of these local markets, resulting in 264 highly concentrated markets for the retail sale of gasoline and 153 highly concentrated markets for the retail sale of diesel fuel, with many of the 293 markets presenting concerns for both products. Retail fuel outlets compete on price, store format, product offerings, and location, and pay close attention to competitors in close proximity, on similar traffic flows, and with similar store characteristics. In each of the local gasoline and diesel retail markets, the Transaction reduces the number of competitively constraining independent market participants to three or fewer. 7 Eleven will be able to raise prices unilaterally in markets where 7-Eleven and Speedway are close competitors. Absent the Transaction, 7-Eleven and Speedway would have continued to compete head-to-head in these local markets.

Moreover, the Transaction enhances the incentives for interdependent behavior in local markets where, including 7-Eleven, only two or three competitively constraining independent market participants remain. Two aspects of the retail fuel industry make it vulnerable to such coordination. First, retail fuel outlets post their fuel prices on price signs that are visible from the street, allowing competitors easily to observe each other’s fuel prices. Second, retail fuel outlets regularly track their competitors’ fuel prices and change their own prices in response. These repeated interactions give retail fuel outlets familiarity with how their competitors price and how changing prices affect fuel sales.

Entry into each relevant market will not be timely, likely, or sufficient to deter or counteract the anticompetitive effects arising from the Transaction. Significant entry barriers include the availability of attractive real estate, the time and cost associated with constructing a new retail fuel outlet, and the time associated with obtaining necessary permits and approvals. V. The Order The Order remedies the Transaction’s likely anticompetitive effects by requiring 7- Eleven to divest Speedway retail fuel outlets in 291 local markets, and 7-Eleven retail fuel outlets in 2 local markets, in three separate packages, to CrossAmerica Partners LP (“CAPL”), Jacksons Food Stores, Inc. (“Jacksons”), and Anabi Oil Corporation (“Anabi”) (collectively, the“Buyers”). CAPL is a publicly-traded master limited partnership and a wholesale supplier of motor fuels, a convenience store operator, and an owner and lessor of real estate used in the retail distribution of motor fuels. CAPL distributes branded and unbranded fuel to approximately 1,800 locations and owns or leases approximately 1,100 sites, including 150 company-operatedsites. In 2020, the Commission fined Alimentation Couche-Tard Inc. (“ACT”) and its thenaffiliate CAPL $3.5 million to settle allegations that the companies violated a 2018 Commission order requiring divestitures of 10 retail fuel outlets related to ACT’s acquisition of Holiday Companies. ACT controlled CAPL’s general partner when the alleged order violation occurred and agreed to divest a package of retail fuel outlets that were part of CAPL’s retail network to resolve the Commission’s concerns. The alleged order violation resulted from, among other things, ACT’s failure to divest the CAPL outlets by the Commission-imposed deadline. VOLUME 172 Analysis to Aid Public Comment The alleged violation does not disqualify CAPL from consideration as an acceptable buyer in this instance. CAPL has not been affiliated with ACT in any way since November 2019, when Mr. Joseph V. Topper, Jr. and his organization, the Topper Group, acquired the controlling interest in CAPL’s general partner from ACT, and thereby severed completely CAPL’s affiliation with ACT. CAPL has since revamped its management. Mr. Topper now serves as CAPL’s chairman of the board, and he and his organization have the ability to appointall members of CAPL’s board as well as control CAPL’s operations and activities. Moreover, prior to Mr. Topper acquiring control of CAPL, ACT agreed to indemnify CAPL for penalties and legal costs associated with the alleged order violation.

The two other Buyers are Jacksons and Anabi. Jacksons is a privately-held corporation that controls a chain of over 230 Chevron-, Shell-, and Texaco-branded retail fuel locations in six western states. Jacksons also is a joint venture partner in Jackson Energy, a wholesale fuel supply company that distributes gasoline and diesel fuel to retail fuel outlets in the western United States. Anabi, a privately-owned and operated retail fuel supplier, is one of the largest Shell-branded distributors in California and controls retail fuel locations in California, Nevada, and Alaska. The Commission is satisfied that the Buyers present no competitive problems in markets where they will acquire divested assets and are otherwise qualified to acquire and operate the assets in their respective divestiture packages.

The Order requires 7-Eleven to divest: (a) 105 Speedway retail fuel outlets and a single 7 Eleven retail fuel outlet to CAPL; (b) 63 Speedway retail fuel outlets to Jacksons; and (c) 123 Speedway retail fuel outlets and a single 7-Eleven retail fuel outlet to Anabi. To ensure that 7 Eleven is incentivized to complete all of the divestitures in an expedient manner, the Order requires 7-Eleven to: (1) divest on Buyer-approved divestiture schedules, and (2) divest no fewer than a certain number of outlets at certain points within the 180-day divestiture period. Specifically, Paragraph II.A of the Order requires Respondents to divest pursuant to the Buyer-approved divestiture schedules. Under Paragraph XI.A.1 of the Order, 7-Eleven is required to submit to the Commission the Buyer-approved divestiture schedules – identifying the divestiture date for each location – within 60 days after May 14. The Buyers will control the divestiture schedules, and those schedules are enforceable by the Commission against 7-Eleven. The Order also requires 7-Eleven to meet certain divestiture benchmarks – with no fewer than 20 percent of each package divested within 90 days, an additional 20 percent of each package divested within 120 days, and an additional 20 percent of each package divested within 150 days of the main Transaction closing. 7-Eleven will have to complete all of the divestitures within 180 days. Taken together, this divestiture process will incentivize 7-Eleven to complete the divestitures in a timely and expeditious manner, and give the Commission close oversight into the divestiture schedules. The Order contains additional provisions designed to ensure the effectiveness of the relief, and to prevent 7-Eleven from having access to critical competitive information regarding the divestiture outlets. The Order requires 7-Eleven and Marathon to maintain the economic viability, marketability, and competitiveness of each divestiture asset until the divestitures are complete. Also, the Order requires Respondents to designate an Asset Maintenance Manager to oversee operations of the divestiture assets to ensure the Respondents maintain the divestiture assets’ full SEVEN & I HOLDINGS CO., LTD. 209 Analysis to Aid Public Comment economic viability, marketability, and competitiveness until the divestitures are completed and to help facilitate the transfer of the divestiture assets to the Buyers. Additionally, the Order requires the Respondents to establish a divestiture pricing team that will handle retail fuel pricing at the divestiture outlets, and to prevent access and disclosure of that pricing information to anyone other than the divestiture pricing team. The Asset Maintenance Manager will oversee the divestiture pricing team to ensure that confidential pricing information is not shared with other employees at 7-Eleven who may price retail fuel at competing stations. The Order requires the Respondents to institute information technology procedures, authorizations, protocols, and any other controls necessary to prevent unauthorized disclosure or access of information to or from the divestiture pricing team. Finally, the Order appoints The Claro Group as an independent third-party Monitor to oversee the Respondents’ compliance with the requirements of the Order and to oversee the Asset Maintenance Manager.

The Order also contains provisions regarding Respondents’ employees and franchisees, designed to protect the viability of the divestiture assets. Section V contains provisions to ensure that the Buyers face no impediments in hiring employees necessary to operate the divestiture assets as competitively as Speedway operated them before the Transaction. Paragraph V.E prohibits 7 Eleven from enforcing noncompete provisions against current franchisees or others who might seek employment at the divestiture outlets. This provision reduces the likelihood that the noncompete provisions will have a chilling effect on franchisees or others in seeking employment or doing business with the divestiture outlets. Given that 7-Eleven has consummated an illegal transaction, expressly safeguarding the Buyers’ access to essential employees or business partners is particularly necessary to protect the effectiveness of the divestitures. In addition to requiring retail fuel outlet divestitures, the Order also requires 7-Eleven, for a period of five years, to obtain prior Commission approval before purchasing any of the divested outlets, and for a period of ten years, to provide the Commission prior notice of future acquisitions of the divested outlets and of Commission-identified retail fuel outlets located in the 293 local markets at issue and three additional markets. These three additional markets raised concerns that are addressed by Speedway’s near-term exit from the markets for reasons outside its control. The prior notice provision is necessary because an acquisition in close proximity to divested assets likely would raise the same competitive concerns as the Transaction and may fall below the Hart Scott-Rodino Act premerger notification thresholds.

The purpose of this analysis is to facilitate public comment on the Order, and the Commission does not intend this analysis to constitute an official interpretation of the Order or to modify its terms in any way. The Offices of the California and Florida Attorneys General participated in both the investigation and the consent process. VOLUME 172 Complaint

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