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What’s $16.4 billion to Terry Kee? Over the course of 26 years representing ChevronTexaco, the Pillsbury Winthrop Shaw Pittman partner has become accustomed to monstrous mergers involving the San Ramon-based oil giant. So working on Chevron’s acquisition of fellow oil giant Unocal Corp. — announced Monday — was old hat. “I’ve been involved in working with that client for my whole career,” Kee said Tuesday. In 1984, that meant helping Chevron buy Gulf Corp. for $13.3 billion, at the time one of the largest mergers in U.S. history. And in 2000-01 it was the acquisition of Texaco for nearly $40 billion. For Kee and his client, the $16.4 billion Unocal deal was just one more step in a decades-long growth spurt. “There are few companies in the world that are larger than Chevron,” Kee said. If industry analysts are right, that number will grow smaller — and Kee will grow busier — as oil companies continue a new wave of consolidation spurred by rising oil prices. Kee did not want to discuss the details of the Unocal acquisition (which is awaiting SEC approval) or the prospects of similar deals. But he said that oil industry transactions generally involve big money, big companies and big personalities. “There are highly technical aspects,” he said. “And it’s an industry that’s had a lot of larger-than-life characters, going back to John D. Rockefeller.” Pavel Molchanov, an oil industry analyst with Raymond James & Associates in Houston, said he expects high crude prices to lock big oil companies in a tight competition to buy smaller firms. And that means more work for their law firms. The biggest industry change, Molchanov said, is that historically conservative integrated petroleum companies like Chevron — which has operations in all aspects of the industry, from exploration to retail gasoline sales — are suddenly confident that crude oil prices will continue to rise. “A year ago, $40 [per barrel] oil would have seemed very improbable in the near term,” said Molchanov. “But we’re there. We’ve been above $40 since July.” This doesn’t bode well for consumers, he added, as high crude prices means higher costs at the pump. “By making this bold strategic move,” Molchanov said, Chevron “made a call that gasoline prices, which are effectively based on the prices of crude oil, will continue increasing.” And Chevron wasn’t the only major company looking to buy. Molchanov said it was engaged in a tight bidding war with Chinese and Italian competitors to buy Unocal. Due in part to its sheer size, the merger involved the services of several law firms and a host of attorneys. Along with Kee, San Francisco-based Pillsbury partners Robert James and David Lamarre, counsel Alfred Pepin and associates David Koeninger, Brian Wong, Amy Smolen and Jessica Hackman, plus several New York Pillsbury attorneys, worked on the deal. ChevronTexaco was also represented by in-house counsel and lawyers with Jones Day and McDermott, Will & Emery. Unocal was represented by lawyers with Wachtell, Lipton, Rosen & Katz in New York. — Justin Scheck RED CARPET SALE Lawyers at DLA Piper Rudnick Gray Cary got to participate in a celebrity wedding of sorts — at least for those in the film editing biz. The firm represented Emmy winner Pinnacle Systems Inc. in its sale to Oscar winner Avid Technology Inc. for $462 million in cash and stock. Based in Tewksbury, Mass., Avid is the industry leader in digital editing and audio systems used by the film, music and TV industries. Pinnacle, of Mountain View, makes video and audio editing tools for broadcasters and consumers. The deal was a chance for old acquaintances to get together again. Wilmer Cutler Pickering Hale and Dorr attorneys representing Avid had worked with the DLA Piper team in the past. “We’ve worked with Wilmer on a lot of other tech mergers,” said Diane Frankle, a partner in DLA Piper’s East Palo Alto office. “There is a lot of familiarity and respect among the two deal teams.” DLA Piper lawyers also had a lot of experience working with Pinnacle’s management team. CEO Patti Hart was with Telocity when that company was sold to Hughes Direct TV in 2001. Frankle represented Telocity in that deal. And in the last year DLA Piper has helped Pinnacle sell off two of its divisions. This time around, Pinnacle is hooking up with a bigger outfit with Hollywood connections. Avid’s technology was used in every film nominated for an Academy Award in numerous categories: best picture, directing, film editing, sound editing, sound mixing, visual effects and best animated feature. Last year the company won an Oscar of its own — an Academy Award of Merit — for its digital audio workstation, the standard used for creating and editing motion picture soundtracks. Pinnacle has its own cache of awards. The company has won nine Emmys, including awards for developing groundbreaking advanced technology and for technical achievement. Under the terms of the deal, Pinnacle shareholders will receive .0869 shares of Avid stock and $1 in cash for each Pinnacle share. At closing, the companies expect that Avid will issue approximately 6.2 million shares and pay $71.3 million in cash for a total estimated value of $462 million based on Avid’s stock price of $62.95 at market close on March 18. In addition to Frankle, the DLA Piper team was led by partners Gregory Gallo and Eric Wang. Those with supporting roles included partners Maureen Dorney, David Plewa and Michael Frank and associates Christie Branson, Edward Batts, Michael Standlee, Chiara Portner and Catia Hagopian. Wilmer Cutler’s team included partners David Westenberg, Mark Borden and Jay Bothwick. — Brenda Sandburg

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