Steven C. Demby

Counsel to Joy Drive Midland, LLC in connection with a $360 million equity investment by HPS Investment partners to pursue oil and gas investments in the Midland Basin.

Represented SC Venture Acquisition LLC, the manager of PA-SC Venture I LLC, in acquiring a majority/controlling interest in PA-SC West Palm Beach Project LLC, a distribution facility subject to a triple net lease, which is one of many add-on acquisitions for portfolio companies with similar purpose, by SC Venture Acquisition LLC.

Counsel to SC Venture Acquisition LLC, the manager of PA-SC Venture I LLC, in acquiring a majority/controlling interest in PA-SC West Palm Beach Project LLC, a distribution facility subject to a triple net lease, which is one of many add-on acquisitions for portfolio companies with similar purpose, by SC Venture Acquisition LLC.

Represented SC Venture Acquisition LLC, the manager of PA-SC Venture I LLC, in acquiring a majority/controlling interest in PA-SC Boulder Project LLC, a distribution facility subject to a triple net lease, which is one of many add-on acquisitions for portfolio companies with similar purpose, by SC Venture Acquisition LLC.

Represented Freeport LNG Investments, LLLP in connection with a loan in excess of $1 billion from IFM Global Infrastructure Fund and Highbridge Principal Strategies, secured by Freeport LNG Investments, LLLP's direct and indirect interests in Freeport LNG Development, L.P., an LNG import/export facility in Freeport, Texas.

Brownstein acted as outside general counsel for Freeport LNG Development, L.P. (Freeport LNG) and its subsidiaries in the funding of a multi-train natural gas liquefaction and export facility being constructed at Freeport LNG’s existing LNG regasification facility at Quintana Island near Freeport, Texas ("the Freeport Facility"). The funding took the form of a separate debt facility and joint venture for each of Train 1 and Train 2 of the Freeport Facility. The total committed debt and equity (including for contingencies and cost overruns) is in excess of US$11 billion. The financing was the largest fully non-recourse construction project financing in history.

Counsel to Mexico Retail Properties and MRP Group, LP in the largest ever real estate transaction in Mexico's history consisting of the sale of 49 commercial properties and the sale of MRP Group's property management platform for an aggregate purchase price of approximately $2 billion to FIBRA Uno, the first and largest real estate investment trust in Mexico.

Represented Lariat Partners, LP, a Denver-based private equity firm, in its acquisition and financing of a controlling interest in Subsea Global Solutions, LLC, an underwater ship repair, husbandry and maintenance company.

Represented the principals of an international real estate private equity fund in acquiring a controlling interest in the general partner of the fund.

Assisted Red Sky Resources in their fund formation and equity raise for an oil and gas fund pursuing investments in Oklahoma and Kansas.

Served as counsel to Renal Ventures Management, LLC on its $30 million private placement of debt and warrants with Goldman Sachs, and related redemption of stockholder equity. Renal Ventures Management is engaged in the business of providing intermittent or continuous renal replacement therapy, dialysis supply services, renal diagnostic testing and other health care services.

Counsel to a national liquor distribution company in its sale of membership units.

Represented Freeport LNG Investments, LLLP in the sale of significant economic interest in a liquefied natural gas receiving facility to international infrastructure funds.

Served as lead counsel for Freeport LNG Development, L.P. in the structuring, strategy and development of a liquefied natural gas (LNG) receiving and regasification facility in Texas. The firm acted as lead counsel in the structuring, negotiating and documenting of financing for the construction of the facility, development of a 7.5 billion cubic foot underground salt cavern gas storage facility, and expansion of the terminal, which included approximately $750 million in financing from ConocoPhillips Company and a $453 million private placement note issuance. Brownstein also oversaw the negotiation of long term terminal use agreements (TUA) with Dow Chemical Company and ConocoPhillips Company. The firm continues to serve as outside general corporate counsel to Freeport and its subsidiaries in all aspects of their businesses, including pursuing the redevelopment of the project into a liquefaction and export facility at a cost of $14 billion.

Represented Dividend Capital Total Advisors in developing a joint venture platform for fund formation. Brownstein also handled the employee equity incentive package and tax matters related to the transaction.

Provided strategic counsel to Bion Environmental Technologies, Inc. in establishing federal-level guidance for a nutrient trading program and in evaluating the possibility of a cellulosic-styled tax credit that would apply to Bion's process for producing cellulose-based renewable energy. Brownstein facilitated meetings with the U.S. Environmental Protection Agency (EPA), the Council on Environmental Quality (CEQ), key members of Congress and other strategic government officials to discuss the issue of basin-wide nutrient trading and energy production from Bion's integrated facilities.