Sam Kamyans, P.C.
Overview
Sam Kamyans is a partner in the Tax Practice Group in the Washington, D.C., office of Kirkland & Ellis LLP. He is known as a “very talented” advisor in partnership taxation, uniquely in structuring tax-driven transactions to invest in, finance, or acquire carbon capture, hydrogen, clean fuels, solar, storage, and other energy transition projects. Sam has developed tax structures to implement market leading transactions relying upon section 45Q, 45Z, 45V, and 45/48 credits. He advises energy clients, including domestic and international private equity funds, and major sponsors to structure creative transactions to optimize each clients’ commercial and tax goals.
In addition, Sam brings a solutions-oriented approach to structure and implement mergers and acquisitions, divestitures, equity extractions, distressed asset restructurings, and public and private offerings.
In addition, Sam frequently publishes articles that clients rely upon to structure their deals, including a carbon capture financing guide, a guide to evaluating how to optimize credits for multi-credit projects, and practical publications on implementing IRS guidance.
Prior to joining Kirkland, Sam served at the Internal Revenue Service, where he assisted in issuing guidance on partnership taxation and energy-related matters. He has also served as tax counsel to Sempra Energy, a Fortune 500 energy company, and as a partner at a prominent U.S. energy-focused firm.
Sam is a Chambers ranked attorney in Projects: Renewables & Alternative Energy. Sam is recognized in the 2024 edition of The Legal 500 United States for Project Finance as a “Next Generation Partner.” He is also recognized in The Legal 500 United States for Energy: Renewable/Alternative Power (2020 and 2024), Energy Transactions: Electrical Power (2024), International Tax (2024), and US Taxes: Non-Contentious (2024) as well as in The Legal 500 Latin America for Projects and Energy (2021).
Experience
Representative Matters
Since joining Kirkland, Sam has been involved in the following transactions:
- Pinon Midstream in connection with the sale of the company and all section 45Q attributes to Enterprise for $950 million in cash.
- Focus Impact Partners in connection with a de-SPAC transaction related to XCF, a global renewable fuels developer.
- Generate Capital in connection with growth equity investments in NextEnergy and Pine Gate Renewables.
- BlackRock in connection with its $550 million investment in a joint venture with Occidental to develop STRATOS, the world’s largest Direct Air Capture Plant.
- Blackstone in connection with a tax equity and debt financing for a portfolio of solar and storage projects and associated tax credit transfer transaction.
- Captona in connection with developing a series of novel preferred equity joint ventures to finance RNG, storage, and microgrid assets.
- Private equity sponsor in the purchase of a portfolio of seven operational and two development RNG assets that are eligible for federal investment and production tax credits.
- Summit Carbon Solutions in all aspects of developing, negotiating, and financing its $6 billion vertically integrated carbon capture project; developed structure to monetize 45Z and 45Q credits; ongoing advice on utilizing direct pay option for 45Q tax.
- Amogy in connection with analyzing eligibility and issuing memoranda for Amogy and financing parties to rely upon in qualifying its ammonia power packs as eligible for advanced manufacturing tax credits under Code section 45X and associated direct cash payment alternative to tax credits. Also advised in connection with developing government relation strategies regarding its power pack eligibility.
Prior to joining Kirkland, Sam was involved in the following transactions:
- The Carlyle Group in structuring and implementing Copia Power, a renewables platform to acquire, develop, and finance energy projects.
- Orsted, multiple utility scale wind tax equity financings totaling over $1 billion.
- Apollo, $824 million investment into a convertible instrument for Nextera Energy Partners.
- Crayhill Capital, structured investment fund to develop an energy transition acquisition and financing platform.
- InfraRed Capital Partners, acquisition of cash equity positions in a series of operating energy assets.
- ACES Delta in connection with developing and financing an SMR to green hydrogen facility in California that would use excess green power on the grid to power its electrolyzers
- Tokyo Gas in connection with developing/financing their solar and storage facilities in Texas that would be used to power electrolyzers for their green hydrogen to ammonia facilities.
- European Energy in connection with developing and preparing tax credit financing strategies for their green methanol production facility and adjacent solar, wind, and storage generation plants in Texas, all of which would power the fuel production and hydrogen production.
- Orsted in connection with structuring their “P2X” platform consisting of renewable power that would produce ammonia in Texas.
- Orsted in their $3 billion offshore wind project using a unique structure with a tax exempt counterparty that enabled utilizing a mixture of direct pay (in lieu of section 45 production tax credits) and tax credit sales agreements.
- Department of Energy’s Loan Program Office in issuing a legal memorandum analyzing and confirming the availability of section 45X credits (and direct pay) in advance of lending to Eos, a domestic manufacturer of Zinc powered battery energy systems.
More
Thought Leadership
Publications
Author, “IRS Must Defer to Industry Pacts for Carbon Capture Tax Credits,” Bloomberg, October 2024
Author, “The Inflation Reduction Act: How new rules fuel new financings,” Infrastructure Investor, November 2023
Author, “Proposed Transferability Regulations – A Practical Guide to Accelerate Tax Credit Transfers,” June 16, 2023
Author, “Decoding the Tax and Climate Law’s ‘Green’ Credit Complexities,” Bloomberg Tax, March 21, 2023
Co-author, “Financing US Carbon Capture Projects,” Project Finance International, May 6, 2021
Co-author, “Carbon Capture Tax Credit Gets a Boost From IRS Guidance – A Practical Guide for Investors,” Tax Alert, February 21, 2020
Author, “ITC Phasing Down While Ramping Up,” Project Finance International Yearbook, 2020
Speaking Engagements
Speaker, “Financing Hydrogen Projects,” World Hydrogen North American Conference, May 22, 2023
Speaker, “Q&A on Transferable Tax Credits with Tax, Legal, and Energy Experts,” Crux Webinar, May 3, 2023
Podcasts
“Voluntary carbon credits – an in depth look,” The Allen & Overy Podcast, December 1, 2022
Recognition
Projects: Renewables & Alternative Energy, Chambers Global: USA (2024)
Projects: Renewables & Alternative Energy – Nationwide, Chambers USA (2023–2024)
The Legal 500 United States for Project Finance as a “Next Generation Partner” (2024)
The Legal 500 United States for Energy: Renewable/Alternative Power (2020 and 2024), Energy Transactions: Electric Power (2024), International Tax (2024), and US Taxes: Non-Contentious (2024)
The Legal 500 Latin America for Projects and Energy (2021)
Credentials
Admissions & Qualifications
- District of Columbia
- California (inactive)
Education
- Georgetown University Law CenterLL.M., Taxationwith Distinction
- Loyola Law School, Los AngelesJ.D.
- University of California, Santa BarbaraB.S.