Joel 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, 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.
- Represented publicly traded timber REIT in development of mineral leases for use on 2.4 million acres of land.
- 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 The Park Agency (manager of Kennedy family trusts) in the divestiture of its oil and gas investments.
- Represented Golden Energy in restructuring its private equity investment from Natural Gas Partners.
- Represented investor group in leveraged recapitalization of FINRA regulated broker dealer.
- 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 American Infrastructure Fund in connection with a $155 million acquisition of downstream energy assets.
- Represented The Park Agency in its divestiture of its oil and gas investments.
- 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 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 lender in the negotiation and execution of a secured $30 million letter of credit facility.
- 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 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 parties in settling fraudulent conveyance and performance claims arising out of the Oil Patch Brazos Valley bankruptcy.
- 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 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 the Compensation Committee of the Board of Directors of The Meridian Resource Corp. in restructuring the compensation of executive management.
- Represented investment company in the acquisition of six restaurants in San Antonio, Texas and the sale leaseback financing of the same.
- Represented publicly traded REIT in connection with the acquisition and financing of hotel in San Antonio, Texas.
- Represented investor in refinancing and recapitalization of 276 unit apartment building in Dallas, Texas, with conduit financing source.
- 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.
- Member, Texas Association of Bank Counsel
- Member, Association for Corporate Growth
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