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, including advising buyers and sellers on CFIUS-related issues. 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, including advising buyers and sellers on CFIUS-related issues. 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 foreign pension investment manager in acquisition of 50% of a Texas electric transmission provider which owns 375 miles of 345-kV transmission lines and six switching stations.
- Advised an institutional investor in two investments totaling $2 billion in the first two trains of Freeport LNG's natural gas liquefaction and loading facility on Quintana Island near Freeport, Texas.
- Represented publicly traded timber REIT in development of mineral leases for use on 2.4 million acres of land.
- Represented energy company in the transfer of net profits interests in concessions offshore of the Kingdom of Thailand.
- Represented construction company in settling dispute over the construction of a gas pipeline with a subsidiary of Energy Transfer Partners.
- 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 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 private equity-backed seller of gas interests in Colorado and Wyoming in $5.6 million sale of assets to a Dallas-based energy private equity firm.
- Represented Quanta Services, Inc. (NYSE:PWR) in entering into a definitive agreement to sell its fiber optic licensing operations to Houston-based Crown Castle International Corp. (NYSE: CCI) for $1 billion in cash.
- 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 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.
- Represented American Infrastructure Fund in connection with a $155 million acquisition of downstream energy assets.
- Represented three undisclosed private sellers in connection with three transactions involving the divestiture of $114 million in assets to CRH plc.
- Represented DJ Resources in its recapitalization and subsequent divestiture of $36 million in assets.
- Represented The Park Agency in its divestiture of its oil and gas investments.
- Represented NuCoastal Thailand Ltd. in connection with reverse merger with Petroworld Corp. on the London AIM and Toronto TSX-V exchanges (now Coastal Energy Company).
- Represented Sonterra Resources Inc. (now Velocity Energy Inc.) in connection with a leveraged recapitalization with the Longview Marquis Master Fund L.P.
- Represented Carlton Global Resources in its $26 million leveraged refinancing with Main Street Capital and D.E. Shaw.
- Represented Preferred Unlimited in its structuring and arranging of Golden Gate Capital's $350 million acquisition of U.S. Silica.
- Represented a public international energy services company and its U.S. subsidiary in Houston in the negotiation and documentation of a $50 million secured revolving credit facility.
- Represented public energy services company in the negotiation and documentation of an amendment to its credit agreement pursuant to which its credit facility was amended to: increase the lenders' aggregate commitment by $500 million; provide for an extension of the maturity date; provide the company the option, subject to the conditions specified in its credit agreement, to increase the revolving commitments by up to an additional $500 million from time to time, upon receipt of additional commitments from new or existing lenders; and provide that the company may request up to two additional one-year extensions of the maturity date.
- Represented affiliates of American Energy Partners, LP in a private equity-backed equity investment in excess of $1.1 billion and subordinated debt investment of $450 million.
- Represented an international public energy services company and its U.S. subsidiary based in Houston in the negotiation and documentation of an amended and restated $75 million senior secured revolving credit facility. Converted the credit facility from a single-lender facility to a $75 million syndicated credit agreement, extended its maturity, added a swingline loan facility and restructured the financial covenants and certain other provisions. Certain of the borrower's international affiliates guaranteed the obligations under the facility.
- Represented a public company in negotiating and documenting its Fourth Amended and Restated Credit Agreement with a syndicate of lenders, increasing the capacity under the senior secured revolving credit facility from $1.3 billion to $1.8 billion. The entire amount of the facility may be used for loans and letters of credit in certain non-U.S. currencies.
- Represented a public provider of offshore contract drilling services in negotiating and documenting a commercial paper program whereby the company may issue up to $1.5 billion aggregate principal amount outstanding at any one time of unsecured, short-term commercial paper notes pursuant to the private placement exemption in Section 4(a)(2) of the Securities Act of 1933.
- Represented borrower in $28 million secured revolving credit facility.
- Represented lender in the negotiation and execution of a secured $30 million letter of credit facility.
- 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.
- Represented US Bank as indenture trustee in connection with $400 million senior note issuance by Linn Energy, LLC.
- Represented 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.
- Represented Diamond Offshore Drilling, Inc. as issuer in connection with two $250 million capital markets senior debt offerings and related securities filings.
- Represented Quanta Services, Inc. as borrower in connection with a $300 million senior secured credit facility.
- Represented Diamond Offshore Drilling, Inc. as borrower in connection with a $285 million revolving credit agreement.
- Represented 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.
- Represented largest unsecured creditor in the Buccaneer Resources bankruptcy case, including sitting on the unsecured creditors committee and advising the trustee to the liquidating trust.
- Represented creditor in acquiring assets in a 363 sale in the American Optical Services bankruptcy case.
- Represented parties in settling fraudulent conveyance and performance claims arising out of the Oil Patch Brazos Valley bankruptcy.
- Represented public company in restructuring of a $340 million receivable with Niko Resources, Ltd.
- Represented Chemtura Corp. in connection with commodity hedges and claims relating to a cogeneration facility in its bankruptcy case.
- Represented various creditors in the Lyondell Chemical Company and Lehman Brothers Holdings bankruptcy cases relating to issues involving substantive consolidation and termination of derivative contracts.
- Represented Bank of Montreal in connection with its claims as agent for two loan syndicates in the TXCO Resources bankruptcy case.
- Represented Enron Corp. in connection with its DIP financing and numerous Section 363 asset sales in its bankruptcy case.
- Represented foreign acquirer in preparing and filing a notice with the Committee on Foreign Investment in the United States ("CFIUS").
- Represented SBC Communications Inc. (now AT&T Inc.) in the restructuring of its joint venture in Mexico with Alestra, S.A. de C.V.
- Represented Coastal Energy Co. in a financing secured by a Panamanian ship mortgage.
- Represented KS Energy Services Ltd. in its $52 million restructuring and subsequent divestiture of its assets in the United States.
- Represented Tinep, S.A. de C.V. in restructuring its joint-venture licensing relationship with Newpark Resources, Inc.
- Represented the 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.
- Represented the Compensation Committee of the Board of Directors of The Meridian Resource Corp. in restructuring the compensation of executive management.
- Represented German manufacturing company in the acquisition and construction of an industrial manufacturing facility in Houston, Texas.
- Represented developer of self-storage facilities in the acquisition of two facility sites in Houston, Texas.
- Represented publicly traded real estate investment trust in the release of collateral from two real estate mortgage investment conduits and delivered related legal opinions.
- Represented borrower in the refinance of two apartment complexes in Dallas, Texas.
- Represented investment company in the acquisition of six restaurants in San Antonio, Texas and the sale leaseback financing of the same.
- Represented property owner in a multi-state $23,210,000 refinancing of five student housing properties.
- Represented property owner in a multi-state $178,900,000 refinancing of a portfolio of assisted living facilities.
- Represented investor in refinancing and recapitalization of 276 unit apartment building in Dallas, Texas, with conduit financing source.
- Represented publicly traded REIT in connection with the acquisition and financing of hotel in San Antonio, Texas.
- Represented publicly traded REIT in the simultaneous defeasance of the indebtedness on two properties.
- Negotiated a 40,000 square foot lease of data center space in Commack, New York for mindSHIFT Technologies, Inc., a subsidiary of Ricoh Americas, Corporation and a leading IT outsourcing and cloud services provider.
- Represented shopping center owner in defeasance and refinance of shopping center in Houston, Texas.
- 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.
- Represented public utility company in its eminent domain and real estate acquisition matters.
- 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
- Member, Texas Association of Bank Counsel
- Member, Association for Corporate Growth
Honors and Awards
- Recipient, American Lawyer, "Global Finance Deal of the Year in Project Finance," Global Legal Awards, New York, 2015
- Listed in U.S. News/Best Lawyers "The Best Lawyers in America," Banking and Finance Law Category, 2016-2018
- Listed as one of Texas' Top Rated Lawyers by Martindale-Hubbell
- AV Preeminent® Peer Review Rated by Martindale-Hubbell®
Selected Speaking Engagements
- Speaker, "Mastering Acquisitions and Buyouts," KPMG Learning Executive Education, November 4-5, 2013
- Panelist, "Credit Conditions and a Look to the Future," ACG InterGrowth 2012 - ACG Middle Market Growth Track, April 26, 2012
- Co-author, "LIBOR Set to End by 2021," Duane Morris Alert, August 2, 2017
- Featured in "Duane Morris Houston Lawyer Leads Quanta Services' Team on $1B Deal," Texas Lawyer, May 8, 2015
- Author, "Structuring Indemnity Agreements for Private Equity Portfolio Funds," ACG Private Capital Review Newsletter, July 2012
- Author, "When Control Creates Private Equity Fund Liability," ACG Private Capital Review Newsletter, June 2012
- Co-author, "The Arithmetic of Shale Gas," LSU Journal of Energy Law & Resources, Vol. I, No. 2, Fall 2013
- 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
- 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