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CVS/PHARMACY, JEAN COUTU GROUP PURCHASE ECKERD

Doug Sgarro, senior vice president and senior legal officer of CVS/pharmacy, is part of three groups of lawyers handling CVS and the Jean Coutu Group’s purchase of Eckerd drugstores from J.C. Penney Corp. Inc.

Eckerd’s Bob Lewis, senior vice president, general counsel and secretary, also is working on the deal.

J.C. Penney is represented by Charles Lotter, executive vice president, secretary and general counsel; Jeffrey Vawrinek, vice president and associate general counsel; and Bob Hood, vice president and associate general counsel.

The deal, worth $4.5 billion, was announced on April 5 and is expected to close in June or July.

Under the terms of the deal, the Jean Coutu Group, a Quebec, Canada-based pharmacy company, will pay about $2.4 billion for the Eckerd home office in Clearwater, Fla., and a number of stores in the Northeast. CVS, will pay $2.1 billion and will assume control of stores in southern states, including Texas.

Mergers and acquisitions partners Robert Estep and Lisa Durham lead a team of Jones Day lawyers also representing J.C. Penney in the deal, including mergers and acquisitions associates Steven Stennett, Jason Krieser, Amy Nelson and Mark Robinson, all based in Dallas, and Greg Kopel, from the Houston office; tax partner Dennis B. Drapkin of Dallas, and tax associate Scott F. Frodyma of Cleveland; benefits partners James F. Carey and Alan S. Miller, and benefits associate Michael K. Blais of Dallas; real estate partner Frederick J. Rerko and real estate associate Michelle Brown of Dallas; intellectual property counsel Betty Ellsworth Ungerman of Dallas; and antitrust partners Phillip A. Proger and Robert C. Jones of Washington, D.C.

Representing CVS is Davis, Polk & Wardwell mergers and acquisitions partner Louis Goldberg of the firm’s New York office.

Representing the Jean Coutu Group is the New York-based firm McDermott, Will & Emery, specifically corporate partner Dennis J. White of Boston and mergers and acquisitions partners Spencer Klein and Gregory Puff of New York.

— Scott E. Williams

LYONDELL CHEMICAL CO. MERGES WITH MILLENNIUM CHEMICALS INC.

Lyondell Chemical Co. senior vice president and general counsel Kerry A. Galvin, as well as associate general counsel Steve M. Williams, vice president and deputy general counsel Gerry A. O’Brien, associate general counsel Stephen A. Aronow, corporate counsel Michelle Miller, senior corporate counsel for benefits JoAnn L. Beck, senior corporate counsel Gareth S. Bahlmann, and Wilma Lloyd-Schut, Lyondell’s chief European counsel, represent their company in a merger with Millennium Chemicals Inc.

Millennium general counsel C. William Carmean is handling the deal for his company.

The $2.3 billion merger of Maryland-based Millennium and Houston-based Lyondell was announced March 29. It is subject to the Hart-Scott-Rodino Act and is expected to close in the third quarter of this year.

Mary Korby, a partner in Weil, Gotshal & Manges’ Dallas office, leads a team of lawyers from the firm’s New York office representing Millennium that includes corporate partner Ellen J. Odoner and corporate associates Amanda Wallace, Angelique DeSanto, Irina Gonikberg-Dolinsky and William P. Welty; tax partners Kenneth H. Heitner and Mary Jean M. Potenzone and tax associates Max A. Goodman, Benjamin Ferrucci and Edward K. Kim; and trade practices and regulatory law partner Helene D. Jaffe. Washington, D.C., of counsel John M. Sipple, whose practice areas include trade practices and regulatory law, also worked on the merger.

A team of attorneys from Baker Botts represents Lyondell, including corporate partners Stephen Massad, Timothy Taylor and Bill Hart Jr. and corporate associates Denmon Sigler, Chip Earle and Jason Beauvais; tax partner Benjamin Wells and tax special counsel Michael Bresson; and benefits partner Gail Stewart and benefits associate Rob Fowler, all of Houston.

Environmental partner Derek McDonald and environmental associate Steve McMillen, of Baker Botts’ Austin office, also are working on the Lyondell side of the merger, as is corporate partner Paul Landen, of the firm’s London office.

Don Bussard, of Richards, Layton & Finger, is Delaware counsel for Lyondell.

— Scott Williams

U.S. ONCOLOGY MERGES WITH OILER ACQUISITION CORP.

Charles “Hank” Still, a corporate partner in Fulbright & Jaworski, leads a legal team representing U.S. Oncology Inc., which is merging with Oiler Acquisition Corp., in a $1.7 billion deal announced March 22.

U.S. Oncology, based in Houston, is a primary cancer-care provider. Before the merger becomes official, general stockholders must approve it, and the waiting period established under the Hart-Scott-Rodino Act must expire. The deal is expected to close within a few months.

Fulbright corporate partner Kenneth L. Stewart is assisting Still in the deal, as are corporate special counsel Roger K. Harris, tax partner John R. “Jack” Allender and employee benefits partner Stephanie Schroepfer. All Fulbright attorneys working on the deal are from the firm’s Houston office.

U.S. Oncology general counsel Phillip Watts and assistant general counsel Scott Aitken also worked on the deal.

Andrews Kurth corporate partners John Clutterbuck and Roy Bertolatus of the firm’s Houston office also represented U.S. Oncology in the merger.

Also assisting U.S. Oncology as special counsel are John F. Grossbauer and Mark A. Morton, partners in the Wilmington, Del., firm Potter Anderson & Corroon.

Ropes & Gray corporate partners Othon A. Prounis and Anthony J. Norris, as well as corporate associate Carl P. Marcellino, all of New York, represent Oiler Acquisition Corp., a private equity firm based in New York.

— Scott E. Williams

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