$23 Billion Merger of Marathon Petroleum and Andeavor

Cleary Gottlieb is representing Goldman Sachs as financial advisor to Andeavor, an American pipeline and oil refining company, in its $23.3 billion merger with the second-largest American independent oil refiner, Marathon Petroleum Corp. (MPC).

The transaction was announced on April 30, 2018, and will create the largest U.S. refiner.

Under the terms of the agreement, Andeavor shareholders will have the option to elect 1.87 shares of MPC stock or $152.27 in cash per share subject to a proration mechanism that will result in 15 percent of Andeavor’s fully diluted shares receiving cash consideration.

The transaction was unanimously approved by the board of directors of both companies and is expected to close in the second half of 2018.

Please see the full press release here.