Joel N. Ephross 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
Mergers and Acquisitions
· 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.
Finance
· 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.
Bankruptcy
· 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.
International
· 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.
Corporate Governance
· 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.
Professional Activities
· Member, Texas Association of Bank Counsel
· Member, Turnaround Management Association
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
Honors and Awards
· AV® Preeminent™ Peer Review Rated by Martindale-Hubbell
Selected Publications
· 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