Sunoco LP’s pending $7.3 billion deal to acquire NuStar Energy LP has cleared a U.S. Federal Trade Commission regulatory waiting period, bringing the transaction a step closer to completion, the companies said on April 9.

Oil and gas deals have been under heightened review by the FTC, with several deals delayed or altered by the commission. 

In an unrelated announcement on April 9, the FTC said it was “pleased” that infrastructure and petroleum company Global Partners LP had amended an agreement with Gulf Oil Ltd. Partnership. In response to antitrust concerns, Global Partners said it will not buy a Gulf Oil petroleum terminal in South Portland, Maine.

Last year, after more than a year of delays, EQT Corp.’s purchase of Tug Hill and XCL Midstream was resolved by an FTC consent order.

The Sunoco and NuStar deal seemed likely to face a strenuous review. In December, the FTC updated its merger guidelines to indicate that any potential deals with a combined market share greater than 30% would face greater scrutiny.

Sunoco is an MLP controlled by Energy Transfer, the third-largest North American midstream company by market cap. The MLP is acquiring NuStar’s liquids terminal and Permian Basin crude oil system.

However, Sunoco didn’t seem to be worried about the FTC review earlier this year.

“If you take a look at the combined assets of our organization, they’re very complementary in that there’s very little geographic or market overlap that you may typically see in mergers that have historically been of interest to the commission,” Scott Grischow, Sunoco treasurer and senior vice president of finance, said in an analyst call.

On April 9, Sunoco and NuStar announced the expiration of a waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The news comes just days after Chord Energy and Enerplus’ proposed Williston Basin merger also cleared the same antitrust hurdle, with that deal’s waiting period expiring on April 5.

However, the waiting period for several deals has been extended as the FTC reviews the consolidation sweeping the industry. The FTC has delayed upstream mergers, including the $7.4 billion Chesapeake-Southwestern merger, Chevron’s purchase of Hess Corp. and Exxon Mobil’s acquisition of Pioneer Natural Resources.

A NuStar special meeting is scheduled for May 1 for unitholders to vote on the terms of the proposed acquisition. The companies said the transaction is expected to close shortly after unitholder approval.

Following the transaction’s close, NuStar unitholders will receive Sunoco’s distributions for first-quarter 2024.


Daugherty: Feds Take Aggressive Posture on Oil, Gas Mergers