Joel N. Ephross, P.C.: Lawyer with Duane Morris LLP

Joel N. Ephross, P.C.

View Joel N. Ephross, P.C. 's Martindale-Hubbell Connected Profile
Partner
Houston,  TX  U.S.A.
Phone713 402 3920

Peer Rating
 5.0/5.0
AV® Preeminent

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Practice Areas

  • Corporate
  • Energy
  • Corporate Finance
 
Contact InfoTelephone: 713 402 3920
Fax: 713 513 5742
http://www.duanemorris.com/attorneys/joelnephross.html
 
University Yale University, B.A., 1983; Rice University, Jones Graduate School of Business, M.B.A., 1985
 
Law SchoolSouth Texas College of Law, J.D., magna cum laude, 1993 Law Review, Order of the Lytae
 
Admitted1993, Texas
 
BornDallas, Texas, November 10, 1959
 
Biography

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.

Representative Matters

Energy

· Provided corporate and real estate advice on Texas law with respect to a $1.3 billion equity funding for proposed natural gas liquefaction and a LNG loading facility.

· 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 affiliates of American Energy Partners, LP, the newly formed energy company founded by Aubrey McClendon, in a private equity-backed equity investment in excess of $1.1 billion and subordinated debt investment of $450 million.

· 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 EÆ 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.

Mergers and Acquisitions

· 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.

Finance

· 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.

Bankruptcy

· Represented public company in restructuring of a receivable with Niko Resources, Ltd. in connection with $340 million refinancing.

· Represented Chemtura Corp. in its bankruptcy case involving commodity hedges and claims relating to a cogeneration facility.

· 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.

International

· Represented SBC Communications Inc. (now ATÆ Inc.) in the restructuring of its joint-venture partnership 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.

Corporate Governance

· Represented Board of Directors of Texas non-profit corporation in corporate governance matters.

· 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.

Real Estate

· 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.

Resume

Experience

· 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

Professional Activities

· Member, Texas Association of Bank Counsel

· Member, Turnaround Management Association

Honors / Awards

· AV® Preeminent™ Peer Review Rated by Martindale-Hubbell

Publications

· 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

· 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," MÆ Lawyer, Vol. II, No. 5, May 2007

 
ISLN900611801
 


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Office Information

Joel N. Ephross, P.C.

1330 Post Oak Boulevard, Suite 800
HoustonTX 77056-3166




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