Demby, Steven C.

Steve Demby has negotiated and offered counsel on hundreds of deals over the course of his career, including several high-profile, politically contentious multi-billion-dollar transactions in energy and renewable energy, telecommunications and real estate, and public-private partnerships.

Steve has supported high-profile owners, managers, investors and financiers on a wide variety of matters involving the purchase, sale, financing, operation, expansion and consolidation of businesses, entities and assets. He has helped structure numerous investment vehicles on behalf of institutional funds, sovereign wealth funds, underwriters and principals.

An active participant in political campaigns and philanthropic endeavors, Steve has orchestrated successful advocacy efforts at the state and federal levels, including a recent push to prevent passage of taxes targeting investment firms in states around the country.

A former member of Brownstein’s Executive Committee, Steve is actively involved in a number of industry and advocacy groups. Steve is a national board member of the American Israel Public Affairs Committee (AIPAC), and has been involved in pro-Israel activism and political engagement around the country for decades.

Steve represented the firm as a founding member of the Colorado Cleantech Industry Association (CCIA). One of only four cleantech business associations in the country, CCIA was created to promote Colorado as a cleantech leader. He is also a member of the Leaders Council that provides high-level governance and strategic direction to the University of Colorado at Boulder Renewable and Sustainable Energy Institute (RASEI), a joint institute with the National Renewable Energy Laboratory. As a leader in these organizations, Steve has provided counsel on business strategies as well as advocacy and public policy efforts at the federal, state and local levels.

Some recent examples of his practice include:

  • In the energy industry, Steve served as outside general counsel in the development of a $1.2 billion liquefied natural gas receiving and re-gasification facility on the Gulf Coast of Texas, including all financings and contractual and organizational matters, and is now outside general counsel on its $14 billion conversion to a liquefaction and export facility.
     
  • In real estate, Steve has counseled on the acquisition, development, financing and disposition of more than $7 billion of real estate and real estate-related operating companies, including serving in the leading role in the $2.0 billion sale of a portfolio of properties in Mexico. 
     
  • In telecommunications, Steve has provided counsel for the leasing, build-out and disposition of over 2 million square feet of data center (complex Web hosting) space.
     
  • In the public-private arena, Steve was special counsel to the Fitzsimons Redevelopment Authority on its $4.3 billion, state-of-the-art biosciences center being built on approximately 200 acres of the former Fitzsimons Army Medical center site.

From 1991 to 1995, Steve left the firm to become the chief operating officer of a privately-held, Denver-based telecommunications company. As COO, Steve had primary responsibility for all operations, including law, finance, human resources, information systems, facilities and administration. He was also the principal strategist for the company's successful sale to MCI Telecommunications Corporation. After the sale, Steve rejoined the Brownstein team and resumed his work with complex corporate and real estate transactions.

Representative Matters
  • Represented 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 Atlanta 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 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.

  • Represented 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 US $2.0 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.

News & Events
Community

Board of Directors, AIPAC

Board of Directors, Colorado "I Have a Dream" Foundation

Board of Directors, Denver Health Foundation

University of Colorado Medical School Dean’s Council of Advisors (Former Chair, Committee on Strategic Corporate/Industry Partnerships)

University of Colorado Renewable and Sustainable Energy Institute Leaders Council

Advisory Board Member, First Western Trust & Bank

Advisory Board Member, Leader’s Challenge

Former Board Member, American Heart Association of Colorado and Wyoming

Former Board member and Chair of Philanthropy Center, Allied Jewish Federation of Colorado

Former Board Member, Colorado Special Olympics

Former Chair, AIPAC Colorado Council and Member, AIPAC National Executive Committee Board

Former Chair and Board Member, Kempe Children's Foundation

Former Co-Chair, UJC Jewish Leadership Forum – Aspen, CO

Publications & Presentations
Education
  • J.D., 1982, with honors, University of Texas School of Law
  • B.S., 1979, cum laude, Florida State University
Admissions
  • Colorado
Recognition

5280 Top Lawyers, Mergers & Acquisitions, 2015-2017

Colorado Super Lawyers, 2012, 2018-2019

Law Week Colorado, Lawyer of the Year, 2013

"AV® Preeminent™" Martindale-Hubbell Peer Review Rating

Membership

American Bar Association

Colorado Bar Association

Denver Bar Association

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