Marathon Oil ( MRO) will acquire Ashland's ( ASH) stake in their refining and pipeline joint venture for about $3 billion. Marathon will exchange about $1.1 billion in stock and receivables and assume $1.9 billion in debt for Ashland's 38% interest in Marathon Ashland Oil LLC. "Acquiring full ownership of MAP provides us with substantial growth opportunities and leverages our access to the profitable Midwest growth markets," Marathon said. "At the same time, Marathon will retain the financial and operational flexibility to continue investing in new and existing core exploration and production operations, as well as our emerging integrated gas business." Marathon said it plans to sell $1 billion in new common shares as soon as it's practical. Proceeds will be used with existing cash to retire debt after the closing of the transaction.