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Jason L. McIntosh

Jason L. McIntosh Partner, Tax

Jason’s practice focuses on tax planning with respect to complex cross-border and domestic transactions. He has experience working with clients and other advisers in a broad range of industries, including energy (oil and gas, nuclear, coal, and alternative), banking and finance, power generation, petrochemicals, shipping and transport, aircraft leasing and sales, manufacturing and distribution of consumer products, and real estate. Jason advises clients with regard to the formation of various inbound and outbound cross-border structures, joint ventures, master limited partnerships (MLPs) and other initial public offering (IPO) vehicles, and private equity structures. He also advises clients with regard to mergers and acquisitions (M&A), line of equity and credit transactions, and cross-border restructurings.

Experience Highlights

  • Talos Energy in its $2.5 billion combination with Stone Energy, creating an offshore-focused E&P company
  • Omega Protein in its $500 million sale to Cooke, a global seafood company based in Canada
  • Double Eagle Energy Permian, a portfolio company of Apollo Natural Resources Partners Funds I and II, in its $2.8 billion sale of certain undeveloped acreage and producing oil and gas properties in the core of the Midland Basin to Parsley Energy
  • MacDonald, Dettwiler and Associates in its $3.6 billion merger with DigitalGlobe, creating a leading provider of satellites, earth imagery, geospatial data solutions and analytics
  • Riverstone Holdings in the formation and $525 million line of equity commitment to Sierra Oil & Gas, Mexico’s first independent exploration and production company
  • Texas Pacific Group with respect to structuring a $300 million equity investment in M&G Chemicals, a company organized in Luxembourg with manufacturing facilities in Brazil, Mexico, and the United States
  • C&J Energy Services in its $2.86 billion merger with Nabors’ completion and production businesses to create a leading diversified completion and production services provider headquartered in Bermuda
  • Soros Fund Management in structuring an investment by Quantum Strategic Partners in Zenium Technology Partners, a data center development and management company with facilities located in developed and emerging markets
  • Buckeye Partners, L.P. in structuring its investment in a 50% stake in the VTTI Group, one of the largest independent global energy terminal businesses, with an implied total value of $2.3 billion 

International Tax

  • A large private equity fund in structuring an international LNG liquefaction and regasification business
  • An MLP with respect to the structuring of a joint venture to build a facility in China using the MLP’s proprietary intellectual property 
  • A growth stage company in structuring its worldwide intellectual property holdings and an African “proof of concept” joint venture
  • A multibillion dollar natural gas company based outside the United States in the structuring of its worldwide trading operations
  • A multibillion dollar credit fund in structuring its lending and investment activity with respect to approximately $5 billion of cross-border debt securities
  • A U.S.-based start-up company and its Middle East-based parent in structuring their worldwide operations and intellectual property holdings
  • A private equity fund in restructuring its holding structure for Brazilian coal mining operations
  • An investment manager in structuring a multibillion dollar Shari’a law-compliant investment fund to facilitate fixed-income investments by Middle Eastern clients in U.S. energy assets
  • An international coffee company in restructuring its African coffee growing operations and acquiring a global coffee trading business
  • A private equity firm in a $250 million line of equity commitment to fund an international aircraft leasing business
  • An MLP in restructuring its holding structure for non-U.S. operations in light of changes in law
  • Talos Energy LLC, as member of a consortium and Operator, in its successful bid for two awarded offshore blocks in Mexico’s first hydrocarbons auction and other matters in respect of their operation and joint ownership
  • Several MLPs with significant investments in non-U.S. assets with respect to acquiring, financing, and holding such assets

Mergers & Acquisitions

  • Lucid Energy Group, an EnCap Flatrock portfolio company, in the sale of Rowdy Pipeline to Evolution Midstream
  • Morgan Stanley Infrastructure Partners in its acquisition of the Red Oak Power Plant, an 805 MW combined cycle, natural gas-fired generation facility, from Cogentrix, an affiliate of the Carlyle Group
  • GlobeLTR Energy, a portfolio company of Clearlake Capital, in the acquisition of West Texas H2O, a Permian Basin-based fresh and produced water solutions provider
  • Brigham Resources in the $2.43 billion cash and stock sale of all of its leasehold interests and related assets to Diamondback Energy
  • Hiland Partners in the $3 billion sale of the company to Kinder Morgan
  • Centennial Resource Production, LLC and its existing owners with respect to the purchase of a controlling stake in the company by Riverstone and Silver Run Acquisition Corporation, a publicly traded “blank check” company, at an implied enterprise value of Centennial of approximately $1.7 billion
  • Globe Energy Services in its recapitalization led by Clearlake Capital in partnership with Globe’s management team and other existing stakeholders
  • Sundevil Power Holdings LLC, a merchant power company, in connection with the sale of its power block assets in its chapter 11 case filed in Delaware
  • A multibillion dollar private equity fund in the purchase and subsequent sale of an $800 million company in the business of constructing temporary power generation facilities in underdeveloped and disaster-stricken regions
  • Equinor (formerly Statoil) in the $4.7 billion acquisition of Brigham Exploration Company, a public exploration and production company
  • A multinational company in the disposition of multiple subsidiaries that provide worldwide floating production, storage, and offloading (FPSO) solutions for several hundred million dollars
  • An MLP with respect to the disposition of a portion of its assets for several hundred million dollars, and a subsequent merger with another multibillion dollar MLP
  • A controlled foreign corporation (CFC) organized in Canada, and its holders, in a sale of the corporation for several hundred million dollars

Private Equity

  • Riverstone Holdings in a $300 million equity commitment to Meritage Midstream Services III, a newly-formed midstream partnership, which pursues midstream opportunities in Western Canada's emerging resource plays 
  • Northwoods Energy, a portfolio company of Apollo Global Management, in the $500 million acquisition of SM Energy’s Powder River Basin assets
  • Lucid Energy Group, an EnCap Flatrock portfolio company, in connection with a $250 million preferred equity commitment from Magnetar Capital
  • Albright Capital Management LLC (as part of a consortium) in connection with the successful recommended offer to acquire and take-private APR Energy plc, a company listed on the London Stock Exchange and a provider of turnkey temporary power generation services 
  • A large private equity fund in restructuring its international fund structure in light of U.S. tax reform
  • Warburg Pincus in its lead role in a $600 million line of equity commitment to Zenith Energy, an international liquids and bulk terminaling company
  • Riverstone Holdings in the formation and $525 million line of equity commitment to Sierra Oil & Gas, Mexico’s first independent exploration and production company
  • Apollo Global Management in the acquisition of a majority interest in Tidewater Logistics, a leading provider of frac sand supply chain solutions
  • Riverstone Holdings in a $150 million line of equity commitment to Avant Energy, a Mexican company focused on the development, construction and operation of infrastructure for Mexico's oil, natural gas, refined products and electricity sectors
  • One of the largest private equity funds in the world in a line of equity deal with a management team to fund the acquisition of oil fields with declining production
  • A hedge fund with respect to structuring its first private-equity style investment
  • One of the largest private equity funds in the world with regard to restructuring its holdings of upstream oil and gas assets to better facilitate a potential exit

IPOs & Equity Offerings

  • RSP Permian, Inc. in its $448 million initial public offering of common stock
  • Niska Gas Storage Partners LLC in its $358 million initial public offering of common units
  • Clearlake Capital Group in the formation of GlobeLTR Energy through the merger of two established oilfield services providers in the Permian Basin, Globe Energy Services and Light Tower Rentals
  • Riverstone Energy Limited in its £760 million initial public offering of ordinary shares 
  • Venator Materials PLC in its $522 million initial public offering of ordinary shares by a selling shareholder
  • Anadarko Petroleum Corporation in its issuance of $460 million of Tangible Equity Units 

Contact Details


T +1.713.758.2524
F +1.713.615.5504
1001 Fannin Street
Suite 2500
Houston, TX 77002
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Jason's Practices

  • University of Virginia School of Law, J.D., 2007 (Edwin S. Cohen Tax Prize; Law Review; Order of the Coif)
  • University of Nebraska-Lincoln, B.S., 2004 (Tau Beta Pi)
  • Admitted to practice: Texas
  • Latin Lawyer 250, 2018
  • Member: Tax Section, American Bar Association
  • Member: Tax Section, Houston Bar Association
  • Member: International Fiscal Association
  • Member: American Petroleum Institute