About Steven
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, sponsors and investors in development and financing of infrastructure and power projects, and private equity investors in a broad range of transactions, both within and without the energy and infrastructure sectors. 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. Steven also advises foreign and domestic clients with respect to various U.S. tax issues inherent in cross-border transactions, including those related to capital structure, income tax treaties, and controlled foreign corporation and passive foreign investment company status.
In addition, Steven maintains an active pro bono tax practice with a particular focus on advising nonprofit organizations on matters related to their federal tax-exempt status.
Experience
Recent Notable Matters
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
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.
Three Rivers Natural Resource Holdings IV LLC — equity commitment of up to $500 million from funds managed by energy private equity firm Riverstone Holdings LLC and additional amounts from the company’s management team
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
PreCheck, Inc. — sale to Cisive, a global provider of compliance-driven human capital management and risk management solutions
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 (2018)
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 megawatt combined-cycle natural gas electric generating facility located near Wellsville, Ohio
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
Apache Corporation — formation of SCM Alpine, LLC, which will own and operate a greenfield NGL y-grade pipeline, including transportation service agreements, tariffs and related regulatory matters
Apache Corporation — strategic partnership with EPIC Midstream Holdings, LP and Noble Energy Inc. to develop the EPIC Crude Oil Pipeline, including transportation service agreements, tariffs and related regulatory matters
Phillips 66 Partners LP — joint venture construction and operating agreements with Andeavor and an equity option with Canadian midstream company Enbridge Inc. in relation to the Gray Oak Pipeline, LLC joint venture, and in a joint venture with Buckeye Partners LP to develop the new South Texas Gateway Terminal at the mouth of Corpus Christi Bay
Rockland Capital, LLC and its affiliate, Wolverine Power Holdings, LLC — sale of 100 percent of the equity interests in Michigan Power Limited Partnership to Osaka Gas Michigan Power, LLC, a subsidiary of Osaka Gas USA Corporation
Rockland Capital, LLC and its affiliate, Wolverine Power Holdings, LLC — sale of 100 percent of the equity interests in Michigan Power Limited Partnership to Osaka Gas Michigan Power, LLC, a subsidiary of Osaka Gas USA Corporation
NRG Retail LLC — agreement to acquire 100 percent of the membership interests in XOOM Energy Global Holdings, LLC
Tallgrass Energy Partners, LP — representing the Conflicts Committee of the Board of Directors of the General Partner of Tallgrass Energy Partners, LP (TEP) in the merger agreement between Tallgrass Energy GP, LP (TEGP) and TEP, in which TEGP will acquire all TEP common units held by the public
Kinder Morgan, Inc. — final investment decision between Kinder Morgan Texas Pipeline LLC, DCP Midstream, LP and an affiliate of Targa Resources to proceed with the $1.7 billion Gulf Coast Express Pipeline Project, designed to transport up to 1.92 billion cubic feet per day of natural gas
Allegiance Bank — $40 million offering in fixed-to-floating rate subordinated notes due 2027