Alert 03.18.24
In addition to his lengthy legal career, Don also has practiced as a certified public accountant, which gives him added insight into the tax accounting and reporting challenges faced by clients.
As a partner in Pillsbury’s Tax Team for Business & Financial Transactions, Don Lonczak has over 30 years of transactional tax experience involving planning for commercial transactions ranging from mergers and other acquisitions, joint ventures, spin-offs, debt restructurings, public and private financings and derivatives. He has maintained a heavy focus on the energy industry over many years, and regularly advises on the qualification requirements for federal tax credits and similar incentives for clean energy projects. More recently, he has been assisting clients seeking to take advantage of the new tax credits available for such projects under the Inflation Reduction Act of 2022, such as the investment tax credit for qualified biogas property, the clean fuel production credit and the clean hydrogen production credit. He also has significant experience in the monetization of energy-related investments, including through tax equity financings and the possibilities to now receive direct governmental payments in respect of tax credits, or to transfer such credits by way of cash sales.
Representative Experience
- Represented Navigator CO2 Ventures LLC in connection with the development of an industrial scale carbon capture pipeline system across five Midwest states and an agreement to provide carbon capture, utilization and storage services to POET.
- Advised Standard Solar, as borrower, in a back leverage loan transaction supporting several portfolios of solar projects located across the United States.
- Served as tax counsel to MUFG in structuring and closing of two separate back-leverage term loan financings of portfolios of solid oxide fuel cell power generation projects with affiliated borrowers.
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- Advised Equinor in its $1.1 billion sale of a 50 percent interest in two U.S. 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.
- Served as tax counsel for 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.
- Represented Drilling Tools International (DTI) in its business combination with ROC Energy Acquisition Corp., a special purpose acquisition company, with DTI becoming a Nasdaq-listed company.
- Represented Cactus Inc. in connection with its acquisition of FlexSteel Technologies Holdings Inc.
- Advised Westar Energy Inc. in a revised stock-for-stock merger of equals transaction with Great Plains Energy Inc., creating a company with a combined equity value of approximately $14 billion, and with nearly 13,000 MW of generation capacity.
- Served as tax counsel for Titus Oil & Gas Production LLC and Titus Oil & Gas Production II LLC in its $627 million divestiture of New Mexico assets located in the northern Delaware Basin to Earthstone Energy Inc.
- Represented NRG Energy Inc. in connection with its acquisition of solar and wind utility scale and distributed generation portfolios from SunEdison, with associated tax equity financing.
- Advised NRG Energy Inc. in connection with the acquisition of substantially all the assets of Edison Mission Energy in a bankruptcy reorganization.
Professional Highlights
- Recognized by The Legal 500 U.S. in U.S. Taxes - Non-Contentious (2021) and International Tax (2020).
Speaking Engagements
- “Hydrogen Project Economics: Creating Value from the IRA,” Hydrogen Project Economics Webinar Part 2, January 2024.
- “Hydrogen Project Economics: Creating Value from the IRA,” Hydrogen Project Economics Webinar Part 1, September 2023.
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- “The New Washington Consensus? – Industrialization Outlook,” La Jolla Energy Conference, October 2023.
- “Renewable Natural Gas and Renewable Fuels under the Inflation Reduction Act,” 88th Annual API Federal Tax Forum, April 2023.
- “Opportunities for Monetizing Assets and Tax Credits in Partnership Solution,” TEI Houston Tax School, February 2023.
- “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.
Education
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LL.M., New York University School of Law
J.D., Georgetown University Law Center
B.S., Georgetown University
Admissions
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District of Columbia
Massachusetts
New York