Marathon Oil has entered into a non-binding letter of intent (LOI) with Acon Investments, NTR Partners and TPG Capital for sale of most of its Minnesota downstream assets.

These assets include the 74,000 barrel per day St Paul Park refinery and associated terminal, 166 SuperAmerica convenience stores, SuperAmerica Franchising, interests in pipeline assets in Minnesota and associated inventories.

The estimated overall transaction value is expected to be in excess of $800m, including inventories at current market values. Marathon may also receive additional contingent payments over a number of years, the company said.

Under the LOI, the investment group will have a period of exclusivity to work towards negotiation of definitive agreements. Marathon anticipates closing to occur within the late third or fourth quarter. The sale of these assets is subject to, among other things, conclusion of definitive agreements and Marathon board approval.

Marathon is expected to provide services to support the operation of the facilities during a transition period following the closing of this transaction.

This proposed sale is part of Marathon’s ongoing efforts to ensure that its asset portfolio is strategically aligned with its business plans. This transaction will not affect the company’s brand marketing operations in Minnesota. Marathon plans to continue to provide refined product supply to these operations in accordance with the agreements with its Marathon brand customers, the company said.

Houston-based Marathon is engaged in exploration and production, oil sands mining, integrated gas, and refining, marketing and transportation operations.