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BAIN CAPITAL, SILVER LAKE PARTNERS and WARBURG PINCUS BUY UGS PLM SOLUTIONS Electronic Data Systems Corp. general counsel D. Gilbert Friedlander leads a team of in-house attorneys and outside lawyers from the Houston and Dallas offices of Vinson & Elkins in the company’s $2 billion sale of its product design software business to a trio of private investment firms. UGS PLM Solutions, based at EDS’s Plano headquarters, makes product design and development software. Pending shareholder approval and Hart-Scott-Rodino approval, the software business’ new owners will be Bain Capital LLC of Boston; Silver Lake Partners of Menlo Park, Calif.; and New York-based Warburg Pincus, says Robert Kimball, a corporate partner in the Dallas office of Vinson & Elkins who worked on the deal. Kimball says EDS officials expect the deal, which was announced on March 15, to close sometime during the second quarter of this year. Other V&E attorneys from Dallas working with Kimball are corporate associates Christopher Rowley and Jim Mutrie; tax partner Jim Meyer and tax associate David Peck; and benefits partner Gary Short. Also from V&E is finance partner Larry Barbour of Houston. Besides Friedlander, EDS’s in-house team consists of Jo Keaton, its counsel for legal affairs, corporate acquisitions and finance; David Hernandez, senior tax counsel at EDS Global Tax Services; senior counsel in corporate acquisitions and finance David Hollander; and intellectual property attorney Allen Lineberry, all of whom work in the company’s Plano headquarters. Also working in-house on the deal is Victoria Lazar, counsel for corporate acquisitions and finance. Her office is in Cambridge, Mass. Representing the three companies buying the software business are Ropes & Gray corporate partner Al Rose and corporate associate Sean Doherty, of the firm’s Boston office. -� Scott E. Williams MARATHON OIL BUYS MARATHON ASHLAND PETROLEUM Baker Botts corporate partners Ted Paris and Tull Florey in Houston are working with Marathon Oil Corp. assistant general counsel Richard Horstman in the petrochemical company’s purchase of Ashland Inc.’s 38 percent interest in a Midwestern oil interest. The Houston-based company is paying more than $2.9 billion and will have full ownership of Marathon Ashland Petroleum, based in Findlay, Ohio, which pumps nearly 1 million barrels of crude oil a day. Under the agreement, announced on March 19, Marathon gives Ashland, based in Covington, Ky., $315 million in common stock, pays $794 million in cash and assumes $1.9 billion in Ashland debt. Ashland shareholders still must approve the deal, and it must pass customary antitrust review, consent from public debt holders and receive a favorable private letter ruling from the Internal Revenue Service. If these conditions are met, the transaction is expected to close by the end of 2004. Also working on the purchase for Marathon are Dan Luzhsinger and David Zimmerman, tax partners in Washington, D.C.’s Miller & Chevalier. Baker Botts corporate associates Ryan Maierson and Jeremy Ouchley of Houston also are working on the deal along with Marathon in-house tax counsel Rich Molina of Houston. Susan Webster, Jim Woolery, Gabe Saltarelli, Elizabeth Morgan and Abhay Lele, all corporate partners in New York’s Cravath, Swaine & Moore, represent Ashland in the purchase. -� Scott E. Williams VULCAN CAPITAL ACQUIRES PLAINS RESOURCES INC. Akin Gump Strauss Hauer & Feld corporate partners Michael E. Dillard and Julien R. Smythe, of the firm’s Houston office, are part of a team of attorneys representing Plains Resources Inc. as Vulcan Capital acquires the Houston-based energy company. Under the terms of the agreement, announced on Feb. 19, shareholders of Plains Resources will receive $16.75 per share in cash, and Plains Resources will become a privately held company. Other Akin Gump attorneys representing Plains Resources in the acquisition are tax partner G. Crawford Moorefield and corporate counsel Amanda M. McMillian, as well as corporate associates Jennifer N. Cooper and Philip C. Neisel. All four are based in Houston. New York-based tax partner Adrienne A. Scerbak and associate Jennifer Pugh-Sullivan also represent Plains Resources in the transaction, as part of the Akin Gump team. Attorneys from the Houston office of Baker Botts represent the Plains Resources board of directors. Corporate partners Joel Swanson and Kelly Rose lead a team of lawyers that also includes corporate associates James Mayer and Josh Hancock, as well as trial partner Jim Maloney. -� Scott E. Williams CINEMARK MERGES WITH MADISON DEARBORN PARTNERS CHICAGO INC. Cinemark vice president and general counsel Michael D. Cavalier leads a legal team working on the Plano-based movie theater chain’s merger with a Chicago-based private equity investment firm. On March 12, Cinemark announced a merger with Madison Dearborn Partners Chicago Inc. Terry M. Schpok, a partner in Akin Gump Strauss Hauer & Feld in Dallas, says the $1.5 billion merger between Cinemark and Madison Dearborn Partners should close in April, pending the Federal Trade Commission’s Hart-Scott-Rodino approval. Cinemark’s officers and shareholders approved the merger. Madison Dearborn Partners manages about $8 billion in investment capital in such industries as communications, financial services and health care. Cavalier’s Akin Gump team also includes tax partners Daniel J. Micciche of Dallas and Robin M. Schachter of Los Angeles; antitrust counsel Anthony W. Swisher of Washington, D.C.; and corporate associates Allison Duensing and Nancy A. Sarmiento of Dallas. Representing the equity firm are Kirkland & Ellis corporate partners Edward Swan and William Kirsch, as well as tax partner William Welke. All three are in the firm’s Chicago office. �- Scott E. Williams

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