Attorney General Schneider Reaches Settlement With Irving Oil

May 26, 2011

AUGUSTA ?Maine Attorney General William Schneider announced today that he has settled concerns about reduced competition as a result of the proposed acquisition by Irving Oil Terminal, Inc. and Irving Oil Limited (?Irving?) of ExxonMobil petroleum products storage and transportation assets in Maine.

Under the original deal made public in November 2009, Irving would have acquired ExxonMobil?s petroleum products terminals in South Portland and Bangor, as well as the pipeline connecting the two terminals.

According to Attorney General Schneider, this acquisition would have substantially reduced competition and constituted a violation Maine?s merger laws.

?We have challenged this transaction for one very simple reason,? said Schneider. ?Promoting competition in an industry where consumer impact is high is critical, particularly in these times of rising fuel and gasoline prices. The people of Maine, particularly the Bangor and Penobscot Bay area, will benefit by keeping the gasoline marketplace open.?

Under the terms of the settlement, which is in the form of a Consent Judgment and subject to court approval, Irving will not acquire ExxonMobil?s Bangor terminal or the pipeline connecting the Bangor terminal and ExxonMobil?s South Portland terminal.

Irving will also be prohibited from acquiring more than a 50% ownership interest in the South Portland terminal, which will be acquired instead by a joint venture between Irving and Buckeye Partners, L.P. and its affiliate Buckeye Pipe Line Holdings, L.P. (?Buckeye?).

Buckeye, a publicly traded partnership that owns and operates one of the largest independent refined petroleum products pipeline systems in the United States, will be the sole operator of the South Portland terminal and will also acquire the ExxonMobil Bangor terminal and the intrastate pipeline connecting the two terminals.

The proposed Consent Judgment, to govern for a period of ten years, prevents Irving from acquiring additional share in, managing, or operating the South Portland terminal absent the Attorney General?s prior approval.

The Consent Judgment also requires prior notification should Irving acquire any form of additional ownership interests in petroleum products transportation or storage assets located in Maine.

Finally, firewall and monitor provisions are included to prevent Irving from accessing and using confidential customer information as a result of its co-ownership in the South Portland terminal joint venture with Buckeye.

The remedy reflected in the Consent Judgment preserves competition in the gasoline and distillates terminaling services markets in both the Bangor/Penobscot Bay and South Portland areas of Maine.

In reviewing the acquisition, the Attorney General worked closely with the Federal Trade Commission (?FTC?), which has also announced and accepted for public comment an Agreement Containing Consent Order, reflecting similar restrictions and conditions as the Maine Consent Judgment.

Assistant Attorney General Christina M. Moylan handled this matter for Attorney General Schneider?s Consumer Protection Division.

More information and the FTC?s Agreement Containing Consent Order, Decision and Order and Analysis to Aid Public Comment can be viewed at:

CONTACT: Brenda Kielty (207) 626-8577