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Pennzoil, it seems, will be haunted by the specter of Texaco for the rest of its days. M&A history was made in 1988, when Texaco, Inc., coughed up a $3 billion settlement for thwarting Pennzoil Company’s attempted purchase of Getty Oil Company. A decade later, Pennzoil merged with Quaker State Corporation. (In 2001 Chevron acquired Texaco.) But that wasn’t the end of the Texaco-Pennzoil connection. In February, Shell Oil Company, the U.S. affiliate of the Anglo-Dutch company Royal Dutch/Shell Group of Companies, acquired the former Texaco’s interest in Equilon Enterprises LLC and Motovia Enterprises LLC. But Shell also wanted a motor oil brand. Texaco’s motor oil division now belongs to ChevronTexaco Corporation, and the unit wasn’t up for sale. So Shell sought Pennzoil- Quaker State’s motor oil holdings instead. Pennzoil is the largest motor oil manufacturer in the United States and the owner of the greatest number of oil-change centers in the country. This spring, Shell Oil announced that it plans to acquire Pennzoil-Quaker State Company for about $1.8 billion in cash and the assumption of $1.1 billion in debt. For Acquiror Shell Oil Company (Houston) In-house: General counsel David Kinnan, senior counsel William Lowrey, and senior attorney Shawn McSwain Carolan. Cravath, Swaine & Moore (New York): Corporate: Peter Wilson and associates Barbara Dorsey, Joel Herold, and Gabriel Saltarelli. Tax: Lewis Steinberg and associates Craig Lee and Alyssa Wolpin. Environment: associate Lisa Bogardus. Benefits: associate Scott Price. Shell is a longtime client of Cravath. Clifford Chance Rogers & Wells (London): Antitrust: Steven Newborn, Laura Wilkinson, counsel John Sipple, Jr., and associates Elizabeth Chen and Paul Frontczak. (All are in the firm’s Washington, D.C., office.) Clifford Chance is regular antitrust counsel to Shell. Shell financial adviser Morgan Stanley Dean Witter & Co. did not retain outside counsel. For Target Pennzoil- Quaker State Company (Houston) In-house: Senior vice president-legal Paul Siegel. Baker Botts (Houston): Corporate: John Geddes, Darrell Taylor, and associates Marshall Murray and Joseph Yu.Tax: Stuart Schaffer. Employee benefits: John Neslage and James Raborn. Antitrust: Rufus Oliver III. Baker Botts is longtime outside counsel to Pennzoil. Pennzoil-Quaker State financial adviser Salomon Smith Barney Holdings Inc. did not retain outside counsel. outlook The merger, expected to close by the end of the summer, is contingent upon approval by Pennzoil-Quaker State shareholders and antitrust clearance. -Andrew Longstreth

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