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January 13, 2011 2:11 PM

Baker Botts, Bingham McCutchen Advising on Marathon Oil Split

Posted by Brian Baxter

Two Am Law 100 firms are advising on a planned spin-off by Marathon Oil of its downstream refinery and pipeline operations to create two independent businesses. The announced deal comes just a day after ITT Corporation announced it would break itself up into three independent public companies. (As we reported on Wednesday, Simpson Thacher & Bartlett is handling the restructuring work behind ITT's split.)

Baker Botts corporate partners Theodore Paris and Tull Florey are advising Houston-based Marathon, along with associates Jason Rocha and Kevin Connelly. Paris and Florey have represented Marathon on several matters in the past, including the company's acquisitions of Pennaco Energy in 2000, Globex Energy in 2002, a joint venture interest in Marathon Ashland Petroleum in 2005, and Western Oil Sands in 2007.

Serving as outside tax counsel to Marathon on the spin-off are Bingham McCutchen partner Jasper Howard and associate Honor Banvard in Washington, D.C. Howard, an adjunct professor at Georgetown University Law Center, is a former partner at McKee Nelson, which was absorbed by Bingham in June 2009. McKee had represented Marathon in July 2008 when the company considered the possibility of separating into two publicly traded units before scrapping the plan after the onset of the global economic crisis.

As detailed by Marathon in a statement released Thursday, the first company, which will keep the Marathon Oil name, will remain based in Houston and focus on oil exploration and production. According to the Oil & Gas Journal, the second company created by the spin-off will be an entity called Marathon Petroleum, based in Findlay, Ohio, and the fifth-largest refiner in the U.S.

Marathon itself is the product of a spin-off, The New York Times reports. It was a subsidiary of the holding company that owned U.S. Steel before becoming independent in 2002. Marathon's latest metamorphosis will take effect on June 30. The company's shares already are trading up after news of the planned split broke early Thursday.

Sylvia Kerrigan serves as Marathon's general counsel. She replaced William Schwind, Jr., after his retirement in September 2009. Philip Lader, a former U.S. ambassador to the U.K. and partner with Nelson Mullins Riley & Scarborough, serves as a member of the company's board of directors. Two other directors, Michael Phelps and John Snow (a former U.S. Treasury secretary), also hold law degrees.

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