J. NElson happy,Esq CEO

In the 1960s and 1970s, Mr. Happy owned and operated a petroleum E&P company based in Chanute, Kansas.  He acquired oil and gas leases and drilled shallow oil wells in a 700-mile area.  He became familiar with secondary recovery systems and sold out when the price of oil had tripled from the inception of his company.

In the 1980s he assisted John Catsimatidis in acquiring United Refining Company in Warren, Pa.  United owns a 65k bpd refinery, a pipeline system which is connected to Enbridge Line 10 in Buffalo New York, and several terminals.  He also was responsible for the operation of 400 convenience stores that sell gasoline in Pennsylvania, the Southern Tier of New York state, and in Ohio.

In the 2000s he became the CEO of Cenco Refining Company in Santa Fe Springs, CA that obtained the permits to restart the former Powerine Refinery.

Since 2007 he has been responsible for mergers and acquisitions for John Catsimatidis in the energy business, including the acquisition of the Riverhead terminal from Phillips 66 (5 million bbls of storage, the largest terminal on the East Coast), a 5 state distributor of motor fuels and heating oil company, United Energy Plus Terminals, acquired from PPL Corporation, and United Metro Energy Co., which operates a motor fuel and heating oil business in New York City and Calverton, Long Island.

Enbridge Pipeline Line 10 Acquisition:  Mr. Happy negotiated the purchase of Enbridge's Line 10 pipeline that runs from Westover, Canada to West Seneca New York.  One of the most complex agreements ever undertaken involving a Canadian pipeline acquisition, it allowed United Refining Company to acquire a pipeline that is its only source of crude oil supply.  The initial phase required the rebuilding of the Canadian portion of the line for about $250 million, then the acquisition of the New York portion of the line "as-is" a total transaction value of over $700 million.

Shell Oil Bitumen Refinery Acquisition:  Mr. Happy is negotiating with Shell Oil Co. to acquire its asphalt manufacturing and sales business located in Louisiana and Texas.

EPCAL Development Project:  Mr. Happy has been negotiating with Luminati Aerospace to assume the development opportunity to build out the largest tract of government-owned property on the east coast, approximately 1900 acres located in Calverton, Long Island, a $2 billion, 20-year project.

Liberty Pipeline Development Project:  Mr. Happy is planning a pipeline project that will transport crude oil from Illinois to Western and Eastern Pennsylvania partnering with Phillips 66, Marathon and Delta Airlines; a $2 billion five year project.  

United Refining Company:  Mr. Happy created a plan to purchase all of the stock of United Refining Company from Banque Paribas for $5 million.  (United had been a NYSE Fortune 500 company before being taken private in a hostile takeover by Coral Petroleum Co.)  United Acquisition Corp. became the debtor in possession and proposed a plan of reorganization that eventually paid United's creditors 100% of their claims by obtaining a bank loan.  Working capital was obtained from Alberta Petroleum Marketing Commission because United uses Canadian crude oil.  The owner of United Acquisition Corp. became a billionaire as a result of the transaction. 

Praxis Biologics:  Mr. Happy was retained by David H. Smith to turn around the company.  During an intense 90 day period, Mr. Happy, after making presentations to many potential buyers, eventually created a bidding war between Merck and American Cyanamid.  Cyanamid was the successful acquirer, and Praxis was saved.  At the time of the merger, Praxis only had one month of working capital and was close to bankruptcy.  The stock of Praxis increased in value 42% in one day, and Dr. Smith became the largest shareholder of Cyanamid.  Later, that company was acquired by American Home Products, and Dr. Smith's stake more than doubled earning him over $200 million.

Flight International:  Mr. Happy assumed management of the company on the eve of bankruptcy.  As a result of his leadership, the company was reorganized and sold to ESystems and was eventually merged with L2.  It is the world's largest private air force and provides critical training programs to governmental agencies, such as the U.S. Navy and Air Force as well as several foreign allies of the United StatesMooney Airplane Company:  Mr. Happy because CEO of Advanced Aircraft Systems and acquired Mooney Airplane Company which was in bankruptcy.  He managed the resumption of manufacturing by the company, eventually getting production up to 6 aircraft per month.  The company was successfully reorganized and sold to Chinese investors.


Frank Panzer

Frank Panzer is an accomplished and seasoned senior executive with a track record of value enhancement and revenue growth. After spending over 40 years in a various leadership positions within the construction and energy industries, including start-up companies, Frank understands how to drive growth through acquisitions, innovation and technology while “connecting” to employees and customers.  It is not simply mastering the “leadership theme of the week” but truly connecting with the people I am leading and being able to connect and share my vision for growth and value appreciation for the business and for their personal growth.

Frank has held various positions of senior leadership in both the construction and energy industries with Cities Service Company, The Permian Corporation, National Cooperative Refinery Association, Coronado Engineering, SemMaterials, Road Science and Deeprock Energy.  Frank has served as a board member on various industry associations.

Frank has a BS degree in accounting and business administration from the University of Kansas.


Rodney SMITH

Rodney has over 27 years of experience in the oil and gas industry with 25 years being in the refining sector. Rodney has held various executive positions in which he has led the Accounting, Business Development, Finance, Treasury, Procurement, and IT functions. His detailed hands-on experience has helped develop financial talent to meet the strategic and operational needs of companies.

Rodney began his career upstream at Yates Petroleum Corporation as a Revenue Gas Accountant. After two years, Rodney moved to the refining sector with Navajo Refining Company (HFC). After 11 years, Rodney joined Western Refining Company (Western).

While at Western, Rodney was tasked with hiring and developing an Accounting team for an upstart company. Rodney served as a critical team member in the 2006 WNR NYSE IPO and the $1.4 billion acquisition of a downstream energy company including due diligence, executive advisement, Hart-Scott-Rodino filing, and successful defense of Federal Trade Commission litigation.

In early 2012, Rodney was asked to consult on a vertical integration project of which Delta Air Lines was seeking to acquire a refining asset. Rodney developed the financial model for acquisition, conducted due diligence, and negotiated the Purchase and Sales Agreement. After acquisition, he became an officer of the company and a senior member of the Refinery Executive Team with responsibility covering Accounting, Finance, Business Development, IT, and Procurement.

Rodney joined Stancil & Co. in June 2017.

REPRESENTATIVE EXPERIENCE

· Corporate Leadership - Rodney has been an officer of 16 entities and has served in multiple Vice President roles and held additional titles of Controller, Assistant Treasurer, and Interim CFO. Established accounting departments and systems for multiple start-up companies. Developed company policy and procedures, and designed internal control processes to meet SOX requirements.

· Mergers & Acquisitions - Activities include, but not limited to, financial modelling, valuation, due diligence, PSA negotiations, creating business plan and board presentations. Determined hydrocarbon inventory valuation on closing, directed the transition service agreement, negotiated all new contracts, and renegotiated all assumed contracts. Set up the company with the appropriate federal and state agencies required.

· Corporate Finance - Negotiated amendment to Term Loan that eliminated financial covenants and reduced interest rates. Amended Revolver Loan that increased size of instrument, eliminated financial covenants, reduced interest rate, commitment fees, and LC fees. Restructured components of ABL that provided company with increased borrowing capabilities. Oversaw cash management with expenditures up to $400 million a day. Structured cash forecasting model to determine excess cash flow investment opportunities and did short-term investments daily.

· Strategic Development - Selected and implemented Enterprise Resource and Enterprise Asset Management systems to include all auxiliary systems needed. Migrated merged companies to one financial application. Developed efficient “snap” report for monthly, quarterly, and annual projections. Built insurance binder and presentations that reduced premiums and streamlined insurance audits and renewals.


JOHN E. STRATTON

John is a executive with 25+ years’ experience in the oil and gas energy industry, is seeking a position with a firm that can benefit from deep experience and strong relationships in all critical areas. This wide network together with years of successful brokering, dependent on the ability to find and respond immediately to arbitrage opportunities, provide a solid foundation to any company looking to grow in the complex energy arena.