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
Phillips 66 — realignment of its economic and governance interests in DCP Midstream, LP and Gray Oak Pipeline, LLC through the merger of existing joint ventures owned by Phillips 66 and Enbridge Inc.
Aris Water Solutions, Inc. — acquisition of seven saltwater disposal wells and related infrastructure from Delaware Energy Services, LLC for approximately 3.37 million of Class A shares of Aris stock plus a small, volumetric-based contingent consideration paid over five years
Kinder Morgan, Inc. — acquisition of landfill assets from MAS CanAm, LLC, consisting of a renewable natural gas facility in Arlington, Texas and medium Btu facilities in Shreveport, Louisiana and Victoria, Texas for consideration of $355 million
Apache Corporation — $805 million minerals divestiture of primarily non-operated properties across west Texas and southeast New Mexico in the Delaware Basin
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
Bison Oil & Gas Partners II, LLC — $300 million total cash divestiture DJ Basin operator to Civitas Resources, Inc., which was restructured from stock and cash consideration prior to closing
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 — sale of Midland Basin assets to Laredo Petroleum Inc. for $606 million in cash and 2.507 million shares of Laredo’s common stock
Cornerstone Building Brands, Inc. — acquisition of Prime Window Systems, LLC
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
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
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
Pioneer Natural Resources — development of a 140 MW wind generation facility on surface acreage owned by Pioneer that will provide renewable power to the Texas electric grid and Pioneer’s Permian Basin operations
Publications and Speeches
"Opportunities for Monetizing Assets and Tax Credits in Partnership Solution," TEI Houston Tax School, February 2023.
"Spin-offs and Corporate Separations," TEI Houston Tax School, May 2022.
"Partnership & Pass-Through Investment Structures," 87th Annual Federal Tax Forum, May 4, 2022.
"Nuts and Bolts of Partnership Joint Ventures," TEI Houston Tax School, March 2022.
"Tax-Exempt Investment in Oil and Gas Joint Ventures" 86th Annual API Federal Tax Forum, September 2021.
"Rise and Fall of CARES Act Tax Changes and More" 2021 National Biodiesel Conference & Expo, January 2021.
"Corporate Tax Overview," TEI Houston Tax School, February 2020.
"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.