Stalemate at FTC Leads to Contested Merger Closing Thursday, May 20, 2021 On May 14, 2021, despite not having obtained official approval from federal antitrust authorities, 7-Eleven Inc., the largest convenience-store chain in the U.S., took the highly unusual step of closing its $21 billion purchase of the Speedway retail gasoline and convenience-store chain from Marathon Petroleum. The parties announced the transaction in August 2020. After notifying the federal antitrust agencies of the deal pursuant to the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), the parties received a request for additional information (known as a Second Request) from the Federal Trade Commission (FTC), as the agency’s initial review of the transaction raised potential competitive issues due to the companies owning competing convenience stores in numerous local geographic markets. Last week’s disputed closing followed an approximately nine month FTC investigation which included negotiations with FTC staff to settle those competitive concerns through divestiture of almost 300 stores. A settlement would have required a majority vote of the four sitting FTC Commissioners (the fifth seat was vacated in January by the departure of former Republican Chairman Joseph Simons). However, the two Democratic members of the Commission were unable to get comfortable with the proposed divestiture remedy, creating a deadlock with the two Republican Commissioners that allowed the companies to close their merger. The FTC’s Commissioners immediately reacted to the contested closing, albeit with contrasting remarks from the Democratic and Republican members.