Steven Lorch advises publicly-held businesses and private clients, including private equity sponsors and investors, on the U.S. tax aspects of mergers, acquisitions, divestitures and joint venture transactions, with a particular focus on energy and infrastructure transactions. His clients have included parties to midstream and upstream oil and gas joint ventures, investors in development and financing of infrastructure and power projects, and private equity sponsors in a broad range of transactions, both within and without the energy and infrastructure sectors. Steven also has advised developers, joint ventures and investors on a wide range of renewable energy projects, including planning related to the production tax credit and investment tax credit for wind and solar, and the utilization of tax equity structures related to these credits. More recently, he has advised these clients on the tax aspects of energy transition, including in the context of energy storage, carbon sequestration and biomass projects. Finally, Steven has significant experience in a broad range of complex capital markets and lending transactions, and has represented creditors and distressed borrowers in restructuring transactions and workouts.
Recent Notable Matters
Pioneer Natural Resources Company — sale of approximately 30-40 percent of its assets to a private buyer, including over 1100 producing wells for approximately $60 million in consideration
Sol Systems — minority investment from KKR to scale Sol Systems’ Impact + Infrastructure approach and the formation of a strategic partnership with a commitment from KKR of up to $1 billion to acquire shovel-ready solar development projects
Entity affiliated with GeoSouthern Energy Corp. — upstream joint venture with a subsidiary of The Williams Companies, Inc. for the acquisition of an interest in and development of Williams’ South Mansfield Assets in the Haynesville Shale
Sixth Street — $700 million acquisition of equity interests in joint venture owning various energy products pipelines and related logistics assets
DT Midstream — $750 million revolving credit facility and $1 billion term loan B, in connection with its spin-off from DTE Energy Company, as borrower
Kinder Morgan, Inc. — $1.225 billion acquisition of Stagecoach Gas Services LLC, a natural gas pipeline and storage joint venture between Consolidated Edison, Inc. and Crestwood Equity Partners LP
Sabalo Energy, LLC — $715 million sale of Midland Basin assets to Laredo Petroleum, Inc.
Cornerstone Building Brands, Inc. — acquisition of Prime Window Systems, LLC
Upper Bay Infrastructure Partners — joint venture with Infiniti Energy Services to form Infiniti Energy, LLC, a platform for the development and acquisition of Commercial and Industrial solar assets in the Northeast and Mid-Atlantic regions
Competitive Power Ventures — equity financing for its gas-fired Three Rivers Energy Center project in Illinois
TC Energy Corporation — US counsel in connection with the Government of Alberta’s $1.1 billion equity investment and $4.2 billion loan guarantee to support construction of the Keystone XL crude oil pipeline
Phillips 66 — formation of Bluewater Texas Terminal LLC, a joint venture with Trafigura Group Pte. Ltd., to develop an offshore deepwater port project in the Port of Corpus Christi
COG Operating LLC — contributions of saltwater disposal wells and large-diameter produced water gathering pipelines in the Delaware Basin to Solaris Water Midstream, LLC in exchange for cash and equity in Solaris Midstream Holdings, LLC
Sol Systems, LLC — joint venture with Capital Dynamics for the formation of Sol Customer Solutions, which will provide large pools of institutional capital direct exposure to the US distributed generation market
Global Infrastructure Partners — preferred equity investment of up to $200 million in Dos Rios Crude Intermediate LLC, a subsidiary of Noble Midstream Partners LP formed to hold Noble Midstream’s 30 percent equity interest in the EPIC Crude Pipeline, which is being designed with an initial capacity of 590 MBbl/d from the Permian Basin and Eagle Ford to the Gulf Coast
AP Energy Holdings Inc and South Field Energy LLC — $1.3 billion project financing and equity arrangements for the construction of the South Field Energy project, a 1,182 MW combined-cycle natural gas electric generating facility located near Wellsville, Ohio
Upper Bay Infrastructure Partners — acquisition of Tidewater Transportation & Terminals, a multi-commodity transportation, terminal, and marine construction and repair company serving the Pacific Northwest, from Stonepeak Infrastructure Partners. Upper Bay Infrastructure Partners was the lead investor of a group consisting of Ullico, funds and accounts under management by BlackRock, Silverfern and certain other co-investors.
Eni Petroleum US LLC — acquisition of 30 percent interest and a follow-on deal for remaining 70 percent and operatorship of the Oooguruk oil field in Alaska from Caelus Natural Resources Alaska, LLC
Halcón Resources Corporation — $325 million divestiture of water infrastructure assets across the Delaware Basin to a subsidiary of WaterBridge Resources LLC
Affiliate of Upper Bay Infrastructure Partners — joint venture with 8minutenergy Renewables, LLC and J.P. Morgan Asset Management to provide over $200 million in equity capital to support the company’s 10.7 gigawatts pipeline of utility solar and storage projects
Pioneer Natural Resources Company — agreement with undisclosed buyer to sell all of its assets in the West Panhandle field in Texas for $201 million
Apache Corporation — creation of $3.5 billion midstream company with Kayne Anderson Acquisition Corp., forming the only publicly traded, pure-play Permian Basin midstream company that is a C-corporation
Matlin & Partners Acquisition Corporation — merger and contribution agreement with U.S. Well Services, LLC, creating one of the first publicly traded oilfield service companies with all-electric hydraulic fracturing capabilities with an enterprise value of $588 million
Phillips 66 — option agreement pursuant to which DCP Midstream LP acquired an option to purchase up to a 30 percent ownership interest in Phillip 66’s new fractionators under construction at its expanded Sweeny Hub
Alinda Capital Partners — sale of NorTex Midstream Partners, LLC, a company owned by funds managed by Alinda that own Texas gas storage facilities, to a subsidiary of Castleton Commodities International LLC
Publications and Speeches
“Tax-Exempt Investment in Oil and Gas Joint Ventures” 86th Annual API Federal Tax Forum, September 2021.
"The Energy Transaction Landscape Post Tax-Reform," TEI Tax School, May 2019.
"TCJA Subsequent Guidance on Structuring and Negotiating M&A Transactions" 85th Annual API Federal Tax Forum, April 2019.
“The New Section 163(j)” TEI Tax School, May 2018.