Steven Lorch

Steven has advised a diverse blend of renewable energy, energy transition and conventional energy clients throughout his career. His renewable energy and energy transition experience includes representations of project owners, and their sponsors and investors, in connection with the U.S. tax credits available for renewable energy projects, renewable fuels and hydrogen projects, manufacturing facilities that produce renewable project components, and carbon capture and sequestration projects, including complex tax equity structures, tax credit transfers, and hybrid “transfer flip” transactions in connection with these credits. In addition, Steven regularly advises project owners and developers in connection with the U.S. tax aspects of engineering, procurement, and construction (EPC) agreements, build transfer agreements (BTAs), and similar agreements and arrangements, including compliance with the prevailing wage and apprenticeship requirements and qualification for bonus credits (adders) under the Inflation Reduction Act of 2022. Finally, Steven advises publicly-held companies and private equity sponsors on the U.S. tax aspects of acquisitions and divestitures of operational and development-stage project portfolios, and with respect to joint ventures formed for the development, financing, and operation of these projects.

Steven also advises publicly-held companies and private equity sponsors on the U.S. tax aspects of acquisitions and divestitures of oil and gas assets and platforms, midstream transportation projects, and gas-fired power plants. His experience includes advising clients with respect to complex energy joint ventures, including upstream and midstream development partnerships, drillco transactions, and farm-in and farm-out structures.

Steven received his J.D., cum laude, from Rutgers School of Law-Newark, where he served as a Managing Editor of the Rutgers Law Review and was elected to the Order of the Coif. Steven received his B.A., summa cum laude, from Sewanee: The University of the South, where he was inducted into Phi Beta Kappa.

Notable Experience*

Tax Equity and Tax Credit Transactions

• Regional US bank in its $50 million tax equity investment in Texas solar project (inverted lease | investment tax credits)
• East West Bank in its tax equity investment in portfolio of operating wind projects (partnership flip | production tax credits)
• Privately-held corporation in its tax equity investment in Ohio onshore wind project (partnership flip | investment tax credits)
• Synovus Bank in its acquisition of $45 million of investment tax credits generated by a portfolio of Texas battery storage projects. This transaction was recognized as “Highly Commended” by the 2023 Financial Times Lawyers North America Report
• Publicly-held corporation in its acquisition of up to $120 million of investment tax credits generated by Illinois solar project
• Regional US bank in its acquisition of $110 million of investment tax credits and clean fuel production credits generated by five renewable natural gas facilities (anaerobic digestion) in the Midwest
• Publicly-held corporation in its acquisition of $70 million of investment tax credits generated by solar project and co-located solar and battery project, each in Texas
• Publicly-held corporation in its acquisition of $70 million of production tax credits generated by six utility-scale onshore wind facilities

Renewable Energy and Energy Transition

• Sol Systems, LLC in its minority investment from KKR to scale Sol Systems, LLC’s 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
• Sol Systems, LLC in its joint venture with Capital Dynamics for the formation of Sol Customer Solutions, LLC, which provides large pools of institutional capital direct exposure to the US distributed generation market
• Kinder Morgan, Inc. in its 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
• Kinder Morgan, Inc. in its acquisition of North American Natural Resources, Inc. and its sister companies, North American Biofuels, LLC and North American-Central, LLC, which together own seven landfill gas-to-power facilities in Michigan and Kentucky, for $135 million
• NRG Energy, Inc. in its sale to a subsidiary of Clearway Energy Inc. of its remaining 35 percent ownership interest in the 290 MW Agua Caliente solar project in Dateland, Arizona
• Competitive Power Ventures Inc. in its acquisition of the Canton Mountain, Saddleback Ridge, Spruce Mountain and Beaver Ridge wind projects in Maine from Patriot Renewables
• Invenergy LLC and energyRe LLC, as project sponsors, in forming a consortium of investors that secured one of six leases in the New York Bight offshore wind auction
• PLT Energia Srl, one of the largest independent Italian developers in the renewable energy storage sector, in its joint venture with GGS Energy LLC to develop more than 1 GW of renewable energy in Texas
• Synovus Bank in its $45 million multi-draw term loan and a $10 million revolving credit facility to a rooftop solar power provider
• Regional US Bank in its construction loan and back leverage project financing of a battery storage system in the United States
• Invenergy LLC in its build-transfer sale of a wind energy generating facility in Atchison County, Missouri, with a total capacity of up to 300 MW to Ameren Missouri
• Invenergy LLC in its build transfer sale, subject to state regulatory approvals, of a 250 MW solar energy generating facility to be developed and constructed by Invenergy LLC in Sullivan County, Indiana, to a subsidiary of Northern Indiana Public Service Company
• Pioneer Natural Resources Company in its development of a 140 MW wind generation facility that will provide renewable power to the Texas electric grid and Pioneer’s Permian Basin operations
• Leading renewable energy developer in the sale, development, and construction via engineering, procurement, and construction contracts for three solar plus battery storage projects in the Midwest totaling approximately 1000 MW

Conventional Energy

• Sable Offshore Corp. in its purchase from Exxon Mobil Corporation of the Santa Ynez field in Federal waters offshore California and associated onshore processing and pipeline assets, including pipeline assets acquired by Exxon Mobile Corporation from Plains Pipeline L.P. and the merger with Flame Acquisition Corp., a special purpose acquisition company
• Apache Corporation in its $805 million minerals divestiture of primarily non-operated properties across west Texas and southeast New Mexico in the Delaware Basin
• Bison Oil & Gas Partners II, LLC in its divestiture to Civitas Resources, Inc. for $300 million in cash
• Pioneer Natural Resources Company in its sale of approximately 30-40 percent of its assets to a private buyer, including over 1100 producing wells
• Pioneer Natural Resources Company in its sale of approximately 20,000 net acres in western Glasscock County to Laredo Petroleum, Inc. for a combination of cash and common stock
• Entity affiliated with GeoSouthern Energy Corp. in its upstream joint venture with a subsidiary of The Williams Companies, Inc. for the acquisition of an interest in and development of the South Mansfield Assets in the Haynesville Shale
• Sabalo Energy, LLC in its sale of Midland Basin assets to Laredo Petroleum, Inc. for $606 million in cash and 2.507 million shares of common stock
• Drilling Tools International, Inc. in its business combination with ROC Energy Acquisition Corp., a special purpose acquisition company, that resulted in Drilling Tools International, Inc. becoming a US publicly listed company
• Kinder Morgan, Inc. in its sale of a 25.5 percent interest in Elba Liquefaction Company, L.L.C. to an undisclosed financial buyer for approximately $565 million
• Phillips 66 Company in its $3.8 billion acquisition of all of the publicly held common units of DCP Midstream, LP in a cash-for-unit merger transaction
• Phillips 66 Company in the 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.
• Sixth Street Partners in its $700 million acquisition of equity interests in joint venture owning various energy products pipelines and related logistics assets
• Kinder Morgan, Inc. in its $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
• TC Energy Corporation 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
• Pilot Water Solutions, LLC in its merger with Oilfield Water Logistics LLC in exchange for approx. 20 percent of the common equity in Pilot Water Solutions, LLC, creating a premier water midstream operator in the Northern Delaware Basin
• Aris Water Solutions, Inc. in its acquisition of seven saltwater disposal wells and related infrastructure from Delaware Energy Services, LLC for approximately 3.37 million of Class A shares plus a small, volumetric-based contingent consideration paid over five years
• Rockland Capital, LLC in its acquisition of GenOn Bowline Power, LLC, which owns a 1,165 MW dual-fuel power generation facility in New York
• Arroyo Energy Investment Partners LLC in its sale of two US electric power generation investments, Brandywine and Broad River.The sale includes more than 1,100 MW of power generation
• Competitive Power Ventures Inc. in the sale of its majority ownership stake in the 1250 MW CPV Three Rivers Energy Center project in Grundy County, Illinois, to affiliates of Osaka Gas USA, Axium Infrastructure and Harrison Street, which sale closed contemporaneously with the financing of the project, representing over $1.3 billion in private investment