Joel N. Ephross, P.C.
Duane Morris LLP
1330 Post Oak Boulevard, Suite 800
Houston, TX 77056-3166
Phone: +1 713 402 3920
Fax: +1 713 513 5742
Joel N. Ephross, P.C. practices in the area of corporate law with an emphasis on corporate finance, mergers and acquisitions, real estate, and physical and financial trading. He has structured debt transactions, including project finance; real estate lending; leveraged and non-leveraged lease financings; structured finance; asset securitization; bankruptcies and reorganizations; letters of credit; and credit enhanced transactions. He has worked in all aspects of commercial real estate, including leases, acquisitions and divestitures, mortgages and easements. Mr. Ephross has substantial experience in all aspects of energy and natural resources, including mining, oil and gas leases, oil field services, midstream and power generation. He has experience in connection with domestic and cross-border transactions. Mr. Ephross' practice includes corporate governance matters, including advising on issues of fiduciary responsibilities and Sarbanes-Oxley matters, and has represented special committees conducting investigations and advising on strategic alternatives.
Mr. Ephross is a 1993 magna cum laude graduate of South Texas College of Law, where he was a member of the Law Review and was elected to the Order of the Lytae. He holds an M.B.A. from Rice University, Jones Graduate School of Business, and is a graduate of Yale University.
- Represented Equus Total Return, Inc., a private equity business development company, in its acquisition of oil and gas royalty interests from Warren American Oil Company.
- Represented a European pension fund in acquisition of $700 million of electrical generating transmission assets in Texas.
- Represented multiple sellers of upstream E&P assets in connection with transactions involving Magnum Hunter Resources, Whiting Petroleum, Apache Corporation, Noble Energy, Rubicon Energy Partners, Slawson Exploration Company and Mariner Energy Inc. (later acquired by Apache Corporation).
- Represented The Park Agency (manager of Kennedy family trusts) in the divestiture of its oil and gas investments.
- Represented Sonterra Resources Inc. (now Velocity Energy Inc.) in connection with a leveraged recapitalization with the Longview Marquis Master Fund L.P.
- Represented DJ Resources II in obtaining $40 million private equity commitment from SW Energy Capitol Partners.
- Represented ERHC Energy in connection with an option to sell an interest in a concession in the territorial waters of Nigeria
- Represented Golden Energy in restructuring its private equity investment from Natural Gas Partners.
- Represented PDC Energy in proposed merger with The Exploration Company of Delaware, Inc. (transaction terminated by mutual agreement).
- Represented investor group in leveraged recapitalization of FINRA regulated broker dealer.
- Represented Quanta Services in reaching a definitive agreement to sell its telecommunications subsidiaries to Dycom Industries, Inc. for approximately $275 million.
- Represented Main Street Capital Corporation in providing $40.5 million of financing, consisting of $38 million in senior, secured term debt and a $2.5 million direct equity investment.
- Represented Sunoco Logistics Partners L.P. (NYSE: SXL) and Sunoco Inc. (NYSE: SUN) in connection with the negotiation of commercial arrangements for terminaling and related services in connection with Sunoco's divestiture of the Girard Point refinery to Philadelphia Energy Solutions.
- American Infrastructure Fund in connection with a $155 million acquisition of downstream energy assets.
- Three undisclosed private sellers in connection with three transactions involving the divestiture of $114 million in assets to CRH plc.
- DJ Resources in its recapitalization and subsequent divestiture of $36 million in assets.
- The Park Agency in its divestiture of its oil and gas investments.
- NuCoastal Thailand Ltd. in connection with reverse merger with Petroworld Corp. on the London AIM and Toronto TSX-V exchanges (now Coastal Energy Company).
- Sonterra Resources Inc. (now Velocity Energy Inc.) in connection with a leveraged recapitalization with the Longview Marquis Master Fund L.P.
- Carlton Global Resources in its $26 million leveraged refinancing with Main Street Capital and D.E. Shaw.
- Preferred Unlimited in its structuring and arranging of Golden Gate Capital's $350 million acquisition of U.S. Silica.
- Represented Viking International Resources in the sale of its stock and certain assets to two separate buyers. Magnum Hunter Resources Corporation purchased 100% of Viking's stock for $106.7 million and Magnum Hunter Resources preferred stock. GreenHunter Water, LLC purchased one salt water well, along with the stock of two Viking subsidiaries, one of which owned another disposal well, for $2 million in GreenHunter preferred stock.
- Represented a provider of offshore contract drilling services in a $750 million financing transaction with a syndicate of banks.
- Represented Quanta Services, Inc. as borrower in connection with a $700 million senior secured credit facility.
- Represented Preferred Unlimited in connection with the $105 million leveraged recapitalization with KeyBank National Association.
- US Bank as indenture trustee in connection with $400 million senior note issuance by Linn Energy, LLC.
- Wachovia Bank, National Association as letter of credit provider in $121.4 million variable rate tax-exempt revenue bond refinancing by Memorial Hermann Healthcare System.
- Diamond Offshore Drilling, Inc. as issuer in connection with two $250 million capital markets senior debt offerings and related securities filings.
- Quanta Services, Inc. as borrower in connection with a $300 million senior secured credit facility.
- Diamond Offshore Drilling, Inc. as borrower in connection with a $285 million revolving credit agreement.
- Cohen & Co. in connection with a $12 million term-asset-backed securities loan from the Federal Reserve Bank of New York.
- Represented lender in connection with a $4 million mezzanine financing of a 10MW photovoltaic solar electricity facility in Fairfield Township, New Jersey. The mezzanine financing was part of a $41 million overall project financing.
- Represented developer in $22 million financing for the redevelopment of PlazAmericas (formerly known as Sharpstown Mall) through the Federal New Markets Tax Credit Program.
- Bank of Montreal in connection with its claims as agent for two loan syndicates in the TXCO Resources bankruptcy case.
- Enron Corp. in connection with its DIP financing and numerous Section 363 asset sales in its bankruptcy case.
- Chemtura Corp. in its bankruptcy case involving commodity hedges and claims relating to a cogeneration facility.
- Various creditors in the Lyondell Chemical Company and Lehman Brothers Holdings bankruptcy cases relating to issues involving substantive consolidation and termination of derivative contracts.
- SBC Communications Inc. (now AT&T Inc.) in the restructuring of its joint-venture partnership in Mexico with Alestra, S.A. de C.V.
- Coastal Energy Co. in a financing secured by a Panamanian ship mortgage.
- KS Energy Services Ltd. in its $52 million restructuring and subsequent divestiture of its assets in the United States.
- Tinep, S.A. de C.V. in restructuring its joint-venture licensing relationship with Newpark Resources, Inc.
- Special Committee of the Board of Directors of Quest Software in its stock-option-backdating investigation and the related derivative and class-action litigation and government investigations.
- Compensation Committee of the Board of Directors of The Meridian Resource Corp. in restructuring the compensation of executive management.
- Represented an investor group in connection with the development of a $41 million water park in Corpus Christi, Texas, which is part of a $552 million master plan for hotels, condos, a marina and an extended canal system.
- Represented a subsidiary of a public company regarding the handling of national lease-related documentation, including negotiating and drafting numerous commercial leases, amendments, subleases, subordination agreements, estoppels and termination agreements.
Mergers and Acquisitions
- Member, Texas Association of Bank Counsel
- Member, Turnaround Management Association
- South Texas College of Law, J.D., magna cum laude, 1993
- Law Review
- Order of the Lytae
- Rice University, Jones Graduate School of Business, M.B.A., 1985
- Yale University, B.A., 1983
- Duane Morris LLP
- Partner, 2012-present
- Special Counsel, 2005-2011
- Enron Corp.
- Assistant General Counsel, 2002-2005
- Senior Counsel, 2000-2002
- Vinson & Elkins L.L.P.
- Associate, 1993-2000
- Panhandle Eastern Corporation (formerly Texas Eastern Corporation)
- Senior Analyst, 1987-1992
- Energy Planning, Inc.
- Senior Analyst, 1986
- Horne Strategies, Inc.
- Analyst, 1985
Honors and Awards
- AV® Preeminent™ Peer Review Rated by Martindale-Hubbell
- Co-author, "SBA Rules: Investment Funds Can Now Be Majority Owners of SBIR Companies, Duane Morris Alert, February 22, 2013; republished by VCExperts, March 13, 2013
- Author, "When Control Creates Private Equity Fund Liability," ACG Private Capital Review, July 2012
- Co-author, "Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010: Congress Enacts Sweeping Financial Reform," Duane Morris Alert, August 24, 2010
- Co-author, "U.S. Financial Reform: The Regulation of Derivatives and Swap-Trading Provisions," Duane Morris Alert, August 24, 2010
- Co-author, "U.S. Financial Reform: Modifications to the U.S. Federal Reserve's Emergency Lending Authority," Duane Morris Alert, August 24, 2010
- Co-author, "Modifications to Press-Release Requirements for NASDAQ-Listed Companies," Duane Morris Alert, April 1, 2010
- Co-author, "So Long, U.S. GAAP," Financial Week, July 28, 2008
- Co-Author, "Sarbanes-Oxley at Five: Does SOX Section 402's Prohibition on Personal Loans to Officers and Directors Extend to Business Investment Arrangements?" Securities Litigation Report, Vol. 4, No. 8, September 2007
- Co-author, "Corporate Governance Feature: The Disney Decision and Distinctions Between Officers' and Directors' Fiduciary Duties Under Delaware and California Law," M&A Lawyer, Vol. II, No. 5, May 2007