7-Eleven, Inc. and its parent company, Seven & i Holdings Co., Ltd., (collectively 7-Eleven) will pay $4.5 million to settle a Federal Trade Commission lawsuit alleging that the convenience store chain violated a 2018 FTC consent order by acquiring a fuel outlet in St. Petersburg, Fla. without providing the Commission prior notice.
The $4.5 million penalty marks the largest civil penalty ever collected in an FTC case involving a prior-notice violation. It is also the largest negotiated settlement of any order violation in the FTC Bureau of Competition’s history.
“Under the Trump-Vance FTC, merger remedies that protect competition are once again on the table. But for merger remedies to work, firms must abide by the terms of their consent orders, and we will hold parties accountable when they don’t live up to their commitments,” said Daniel Guarnera, Director of the FTC’s Bureau of Competition. “7-Eleven failed to fulfill the terms of the FTC’s consent order and is now paying a record price. The FTC will not hesitate to protect the public by actively enforcing order violations and seeking penalties against future violators.”
The settlement resolves an FTC lawsuit filed in 2023. That suit arose from a 2018 consent order to resolve the FTC’s antitrust claims that 7-Eleven’s $3.3 billion acquisition of 1,100 retail fuel outlets from Sunoco would harm competition and raise fuel prices for consumers in 76 local markets. In the consent order, 7-Eleven agreed to divest certain fuel outlets and to provide prior notice to the FTC before making future acquisitions of competing fuel outlets in the local markets. This prior notice allowed the FTC to investigate—and, if needed, file an enforcement action—if additional acquisitions by 7-Eleven harmed consumers in these local markets.
The consent order specifically listed the St. Petersburg outlet as one that 7-Eleven could not acquire without providing the FTC with prior notice. According to the FTC’s complaint, 7-Eleven acquired the St. Petersburg fuel outlet in December 2018, in violation of the consent order. On March 25, 2022—over three years after 7-Eleven acquired the St. Petersburg outlet—7-Eleven first informed the Commission it had acquired the St. Petersburg outlet. The FTC found that 7-Eleven’s internal controls for ensuring compliance with the consent order were wholly inadequate and that the company failed to implement any meaningful systems to ensure compliance with the Commission order.
In addition to the $4.5 million in civil penalties, 7-Eleven was required to divest the St. Petersburg outlet to a strong buyer. 7-Eleven also agreed to commit to additional prior approval and prior notice requirements, which will help ensure that the Commission is made aware of any attempts by 7-Eleven to further consolidate in the local fuel markets addressed in the FTC’s order.
The Commission vote authorizing staff to file the stipulated final judgment and order for permanent injunction and civil penalty was 2-0.
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