Deal: BP is set to acquire Woolworths’ retail fuel distribution business, subject to customary closing conditions, including approvals from the Australian Competition and Consumer Commission and the Foreign Investment Review Board.

Completion of the transaction is expected to occur no earlier than 2 January 2018.

Value: $1.785 billion

Area: M&A

Key players: The legal team advising BP was led by Norton Rose Fulbright (NRF) partner Shane Bilardi, with assistance from special counsel Chris Mitchell, Ka-Chi Cheung and Andrew Perry, partners Justin Lucas, Michael Park and Noni Shannon, senior associate Jamie Griffin and associates Jacqueline Dowling, Emma Haylock and Sonali Seneviratne.

The legal team advising Woolworths was led by partner Rory Moriarty, with assistance from partners Geoff Hoffman, Kirsten Webb, Michael Corrigan and Carrie Rogers. 

Deal significance: The retail fuel distribution business owned by Woolworths Limited comprises a network of 527 existing retail petrol station sites and 16 committed development sites located in Australia.

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BP and Woolworths are also proposing to create a strategic alliance partnership, drawing on BP’s supply of premium fuels and the scale and capability of Woolworths’ food business, to provide Australian consumers with a world-class fuel and convenience food offer at selected BP Australia service stations (including the service station sites acquired from Woolworths).

It is proposed that the fuel and convenience food offer will combine access to BP premium fuels, adopting Woolworths' four cents per litre fuel redemption offer, a new convenience offering through the roll-out of the “Metro at BP” concept and an enhanced loyalty program through BP becoming a cornerstone partner of the Woolworths Rewards loyalty program.

“Acquisitions on this scale in the Australian downstream fuel industry do not come along very often,” said NRF corporate partner Shane Bilardi.

“This transformative deal for BP involved a range of complex legal issues – from the structure of the transaction to the competition considerations, the strategic alliance and the property and environmental law issues.

“It was pleasing to be able help BP complete this transaction by drawing from the depth of experience in our national corporate and property teams, along with other practice areas, and our deep understanding of the energy industry.”

Subject to completion of the transaction, Woolworths and BP will enter into a long-term strategic partnership to: preserve and expand Woolworths' 4 cents per litre fuel redemption offer, jointly develop and roll out a convenience food offer in a new 'Metro at BP' format, and BP becoming a cornerstone partner in the Woolworths Rewards Program.

According to Clayton Utz partner Rory Moriarty, Clayton Utz was engaged by Woolworths to advise in connection with the negotiation, and entry into of the Business Sale Agreement (and associated agreements) pursuant to which Woolworths is to sell its petrol stations, and the various commercial agreements relating to the long-term strategic partnership to be entered into between Woolworths and BP.