Joel N. Ephross [ Special Counsel ]
Duane Morris LLP
Suite 3150
3200 Southwest Freeway
Houston, TX 77027-7534
USA
Phone: 713.402.3920
Fax: 713.513.5742
Email:
JNEphross@duanemorris.com
Joel N. Ephross practices in the area of corporate law with an emphasis on corporate finance, corporate governance, mergers and acquisitions, and real estate. He has engaged in a wide range of general business transactions, real estate, corporate work, and physical and financial trading transactions, and has structured and documented debt financing transactions by institutional investors, banks and other financial institutions, including project finance, real estate lending, leveraged and non-leveraged lease financings, structured finance, asset securitization, corporate and commercial lending. His project finance experience includes diverse projects ranging from pipeline and power plants to vessels and wind farms. He has represented developers, financial institutions, buyers, sellers and tenants in all aspects of commercial real estate, including leases, acquisitions and divestitures, mortgage easements, deed restrictions, condominium declarations, and title and survey issues. He has provided services in connection with domestic and cross-border financings, merger and acquisition related financings, asset based financings, letters of credit, trade finance and credit enhanced transactions, office leases, mortgages, title insurance and zoning issues, as well as bankruptcy and restructuring activities. Mr. Ephross has represented strategic funds and institutional sources of private capital in connection with fund formation, portfolio investments and asset disposition transactions. He has specific experience in debtor-in-possession financing arrangements, asset acquisitions and divestitures, mergers, real estate, private equity and debt finance transactions.
Mr. Ephross' practice includes corporate governance matters, including advising shareholders, boards of directors, special committees, individual board members and senior management on issues of corporate governance, fiduciary responsibilities, Sarbanes-Oxley matters and FCPA issues. He has represented special committees conducting investigations and advising on strategic alternatives. His corporate governance practice also involves rendering advice on indemnification protection and employment arrangements for senior management.
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.
Representative Matters
- Represented compensation committee of a public traded company in connection with corporate governance issues.
- Represented special committee of publicly traded company in an investigation of its stock option dating practices resulting in a $150 million restatement.
- Represented trustee in indenture in connection with $400 million senior note issuance.
- Represented letter of credit provider in $120 million variable rate tax-exempt hospital revenue bond refinancing.
- Represented publicly traded company in $52 million restructuring of its U.S. operation.
- Represented issuer in connection with a $250 million capital markets senior debt offering and related securities filings.
- Represented borrower in connection with a $200 million senior secured credit facility.
- Represented U.S. telecommunications company in restructuring of a joint venture partnership in Mexico in connection with a $16 billion merger transaction.
- Represented developer in connection with a $22.5 million secured credit facility and related development issues.
- Represented Mexican company in connection with the formation of a joint venture partnership to transfer and implement water treatment technology in the U.S.
- Represented corporate officers in negotiation and execution of employment agreements, stock option agreements and related shareholder agreements.
- Represented software company in $25 million sale of its business to Hewlett-Packard.
- Represented wholesale electric power generating company in a wide range of commercial transactions, including asset divestitures and product procurement contracts.
- Represented publicly traded oil and gas exploration company in its negotiations and due diligence to acquire a publicly traded target.
- Represented publicly-traded holding company in acquisition of 135 convenience stores in New England.
- Represented catalyst manufacturer in strategic negotiations in connection with a proposed merger with a subsidiary of Chevron.
- Represented power company in connection with $226 million sale of assets to California energy company.
- Represented energy holding company as borrower in connection with a $350 million A1/P1 commercial paper program. The program involved a $355 million syndicated revolving credit agreement with Barclays Bank PLC as administrative agent and an insurance policy in favor of the bank syndicate underwritten by Winterthur International Insurance Company Ltd.
- Represented insurance and financial firm as local counsel in connection with a $300 million divestiture of real estate development projects.
- Represented energy holding company as seller in connection with a $300 million FAS 140 receivables sale facility. The receivables were sold to Canadian Imperial Bank of Commerce's commercial paper conduit, ASCC.
- Represented energy holding company as borrower in connection with a $500 million syndicated revolving letter of credit facility. The syndicate was lead by Citibank, N.A. and JPMorgan Chase Bank.
- Represented energy holding company as borrower in connection with a $1.75 billion syndicated revolving credit agreement. The syndicate was lead by Citibank, N.A. and JPMorgan Chase Bank.
- Represented energy holding company as seller in connection with a structured sale of $150 million SOX emissions allowances to Barclays Bank PLC in September 2001.
- Represented energy holding company as borrower in connection with a $55 million synthetic lease of computer software with FBTC Leasing.
- Represented energy holding company as borrower in connection with a $75 million synthetic lease of furniture, fixtures and equipment with General Electric Capital Corp.
- Represented energy holding company as borrower in connection with a $195 million project financing of gas fired QF electrical plant in Nevada. Later represented seller in divestiture of the facility.
- Represented energy holding company as borrower in connection with a $25 million synthetic lease aircraft financing with Fifth Third Bank.
- Represented energy holding company in connection with a $500 million minority interest investment through JPMorgan Chase Bank syndicate.
- Represented energy holding company as borrower in connection with a $500 million multi-currency acquisition financing facility with Credit Suisse First Boston in connection with the cross border acquisition of MG Plc.
- Represented natural gas pipeline company as borrower in connection with $750 million secured revolving credit agreement with Citibank, N.A. and JPMorgan Chase Bank.
- Represented energy holding company as borrower in connection with $1.5 billion secured debtor in possession financing with Citibank, N.A. and JPMorgan Chase Bank.
- Represented chemicals manufacturer in connection with a $2 billion contribution of its ethylene, propylene and polyethylene chemicals business to Equistar Partnership with Lyondell Co. and Millennium Chemicals, Inc.
- Represented German international bank in connection with a $400 million sale of notes and mortgages in an office building known as "Worldwide Plaza" in New York city.
- Represented American subsidiary of a British utility in connection with a number of domestic acquisitions of water service businesses.
- Represented energy holding company in connection with a $88 million FAS 125 structured financing with John Hancock Mutual Life Insurance Company and The Prudential Insurance Company of America.
- Represented natural gas pipeline company in connection with a $92 million private placement of debt to a syndicate of insurance companies, with BZW acting as placement agent.
- Represented American air carrier in negotiation of two 650,000 square foot headquarters office leases with Trizec Hahn.
- Represented engineering and construction firm in connection with a 106,000 square foot sublease of part of an office building to Sysco Corp.
- Represented real estate investment trust in all real estate activities, including in connection with a 50,000 square foot data center lease.
- Represented investment company subsidiary in connection with the financing and acquisition of multiple cable companies in South America.
- Represented financial services corporation as lender in connection with a $150 million secured financing of a drilling vessel for Noble Drilling Corp.
- Represented refinery technology company in connection with a $97 million private placement of debt, with Greenwich NatWest acting as placement agent.
- Represented contract drilling company in connection with a $25 million secured, syndicated project financing of a drilling vessel with Boeing Capital Corporation, and in connection with a $50 million syndicated revolving credit agreement with Bank of America, secured by accounts receivable and drilling rigs.
Admissions
- Texas
Education
- South Texas College of Law, J.D., magna cum laude, 1993
- Rice University, Jones Graduate School of Business, M.B.A., 1985
- Yale University, B.A., 1983
Law Review
Order of the Lytae
Experience
- Duane Morris LLP
Special Counsel, 2005-present - 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