Don Lonczak provides transactional tax advice on mergers and acquisitions, joint ventures and corporate spin-offs, public and private financings, bankruptcies, financial products and private equity investments. In addition, he advises on international tax matters, such as those relating to inbound and outbound investments, multi-national corporate restructurings and tax treaty benefits. He also handles transfer pricing and other tax controversy matters. He also has extensive experience structuring renewable energy projects eligible for the production tax credit (PTC) or investment tax credit (ITC), as well as participation of tax equity investors. In addition, Don advises hedge funds, private equity funds and real estate funds in relation to their structures and investments.
Don was a certified public accountant with Arthur Andersen & Co. prior to practicing law.
Recent Notable Matters
Titus Oil & Gas Production, LLC and Titus Oil & Gas Production II, LLC — $627 million divestiture of New Mexico assets located in the northern Delaware Basin owned by Titus Oil & Gas Production, LLC, Titus Oil & Gas Production II, LLC, and their affiliates to Earthstone Energy, Inc. (NYSE:ESTE). The aggregate purchase price consists of $575 million in cash and approximately 3.9 million shares of Earthstone’s Class A common stock valued at $52 million based on a closing share price of $13.51 on June 24, 2022.
Invenergy and energyRe — as project sponsors, in forming a consortium of investors that secured one of six leases in the New York Bight offshore wind auction
Southern Natural Gas Company, L.L.C. — $300 million Rule 144A offering of senior notes
Equinor — $1.1 billion sale of a 50 percent interest in two US offshore wind development projects to BP, including formation of a partnership to develop and operate the Empire Wind project offshore New York and Beacon Wind project offshore Massachusetts, which together could generate up to 4.4 GW
Halliburton — proposed merger with Baker Hughes, and related rationalization of multi-national organizational structures*
AT&T — divestiture of its worldwide “managed hosting” business to IBM and minimization of associated global tax costs*
Civeo — redomestication to Canada in compliance with US “anti-inversion” rules, and reorganization of structure for purposes of US-Canada income tax treaty*
Hines — formation of "fund of one" structures for investments in US real estate by sovereign wealth funds*
NRG — bankruptcy reorganization of its wholly owned subsidiary, GenOn*
Marriott International — spin-off to shareholders of its worldwide timeshare business and related internal restructurings*
Sallie Mae — spin-off of its education loan management and servicing business as a new public company, Navient Corporation*
Liberty Global — merger with Virgin Media and migration to the United Kingdom*
The Olayan Group — acquisition of the Sony building at 550 Madison Avenue, and other US real estate investments*
Vectren — merger with CenterPoint Energy*
Blackstone — investment in Onyx Renewables*
AES Corp. — sale of its stake in the Silver Ridge Power LLC venture to SunEdison Inc.*
Borealis Infrastructure — minority investment in a portfolio of wind farm assets from EDP Renováveis S.A.*
Abengoa Solar LLC — joint venture with BrightSource Energy to develop a solar electric generating system in California*
Helm Corporation — sale of Helm Bank SA to CorpBanca Columbia*
EQT Infrastructure Fund and Foristar — acquisition of Midland Cogeneration Venture Limited Partnership GE Energy Financial Services in connection with financing for its Caledonia combined cycle power plant*
GrupoSura — acquisition of the Latin American pensions, life insurance and investment management operations of the ING Group*
Cinram, Inc. — comprehensive refinancing and recapitalization transaction*
JBS S.A. — joint venture with Link Snacks, Inc. and its acquisition of a majority stake in Pilgrim's Pride through a bankruptcy proceeding*
Avenue Capital — bankruptcy reorganization of Milacron Inc.*
Novartis AG — divestiture of its medical nutrition business to Nestlé, the acquisition of the adult nutritional supplement business of the Mead Johnson division of Bristol Myers Squibb and the spin-off of its worldwide agricultural business as Syngenta AG*
* Work completed prior to Bracewell
Publications and Speeches
“Future Dispatchable Generation,” CPV Energy Symposium, September 27, 2022.
“Federal Tax Incentives for Renewable Energy Projects - Before and After the Inflation Reduction Act of 2022,” HealthTrust Decarbonization Summit, August 26, 2022.
"Spin-offs and Corporate Separations," TEI Houston Tax School, May 2022.
"Partnership & Pass-Through Investment Structures," 87th Annual Federal Tax Forum, May 4, 2022.
“Tax Considerations in Debt Restructurings and Workouts,” TEI Houston Tax School, October 4-8, 2021.
"Tax-Exempt Investment in Oil and Gas Joint Ventures" 86th Annual API Federal Tax Forum, September 2021.
"Taxpayers Get Answers on 45Q Questions With IRS Guidance," Bloomberg Tax, September 2021.
Certified Public Accountant