Allen & Overy represented EG Group as the company entered into a definitive agreement to acquire the convenience store business unit from The Kroger Co. (“Kroger”) (NYSE:KR) for $2.15 billion. The transaction is expected to close during the first quarter of Kroger’s fiscal year.

As part of the agreement, EG Group, a privately-held petrol forecourt convenience store retailer based in Blackburn, Lancashire, United Kingdom, will establish its North American headquarters in Cincinnati, Ohio and continue to operate stores under their existing banner names.

“This transaction represents a major milestone for EG Group as the company looks to continue expanding its market share and presence within North America,” said Allen & Overy partner Bill Schwitter. “As we look towards the close of this transaction, we are excited to support the continued progression of EG Group’s growth initiatives.”

Founded in 2001, EG Group is a leading petrol forecourt retail convenience operator which has long-standing global partnerships with companies such as ESSO, BP, Starbucks, Greggs and Subway. The EG Group currently operates over 2,600 sites across various European markets including the United Kingdom, France, the Netherlands, Belgium, Luxembourg and Italy. In 2017, the business secured approximately 1,000 petrol forecourt assets from Esso in Germany which will be transferred and integrated into the existing network in the fourth quarter of 2018. With the inclusion of the Kroger assets, EG Group will own and operate approximately 4,400 sites across Europe and the US.

The transaction is subject to customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The Allen & Overy team advising EG Group was led by partners Bill Schwitter and Jeff Pellegrino in New York with significant support from Beth Troy and Jessica Paletsky, and partner George Knighton and Alex Tilley in London. The team was supported by Elaine Johnston and Puja Patel (both Antitrust), Keren Livneh and Natalie Montano Young (both IP), Brian Jebb, Shira Selengut, and Hayde Faria (all Employment), Dave Lewis and Brian Schultz (both Tax) and Ken Rivlin and Maria Christopher Bell (both Environmental).

Morgan Stanley and Bank of America Merrill Lynch are acting as financial advisors to EG Group. Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Kroger and Weil, Gotshal & Manges LLP is acting as legal advisor to Kroger.