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Jason L. McIntosh
Jason L. McIntosh
Partner — Tax
Partner — Tax

Jason L. McIntosh

Jason L. McIntosh

1001 Fannin Street
Suite 2500
Houston, TX 77002

start quote symbolI love the collaborative, creative and diverse nature of my practice. I enjoy working with broad teams of clients and other advisors from a wide range of industries, both domestically and around the world.end quote symbol
Jason L. McIntosh

Jason McIntosh is a transactional tax lawyer who focuses on complex cross-border and domestic transactions.

Jason advises clients across industry sectors, including investment funds, public and private companies, governmental entities, and high-net-worth individuals. He advises on the tax implications of business transactions, including mergers and acquisitions, equity and debt financing transactions, IPOs, formations of investment funds, and cross-border restructurings. In addition, Jason advises on the design and formation of international investment structures, joint ventures, and business relationships.

A creative problem solver who is practical and highly responsive to the needs of his clients, Jason was recognized as a leading tax lawyer in the 2019 edition of Legal 500 and the 2018 and 2020 editions of Latin Lawyer 250.

Experience Highlights

  • Crestview Partners in its investment in Upwell Water, a water-focused specialty finance company

  • Rebellion Photonics, a provider of intelligent, visual gas monitoring solutions, in its acquisition by Honeywell

  • Buckeye Partners, L.P., as special tax counsel, in its $10.3 billion sale to IFM Investors to take the company private 

  • Brigham Minerals, Inc. in its $261 million initial public offering of Class A common stock utilizing an Up-C structure

  • Direct Energy in its $300 million sale of Clockwork, a home services franchise platform, to Authority Brands

  • Apollo Global Management in the acquisition of an approximately $1 billion portfolio from GE Capital’s Energy Financial Services unit

  • Lucid Energy Group II in the $1.6 billion sale of the company, an EnCap Flatrock Midstream portfolio company, to a joint venture controlled by investment funds 

  • Spartan Energy Acquisition Corp., a special purpose acquisition company, in its $552 million initial public offering of common units 

  • 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 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

  • Maxar Technologies 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 

  • 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

  • EVOCA S.p.A. in its acquisition of assets from VE Global Solutions, a North American professional coffee equipment distributor 

  • 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 $2.55 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

  • 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

  • New Fortress Energy LLC in its $291 million initial public offering of Class A shares

  • 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 and separation from Huntsman Corporation

  • Anadarko Petroleum Corporation in its issuance of $460 million of Tangible Equity Units 


  • 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)
  • Latin Lawyer 250, 2018 and 2020
  • Legal 500 U.S., International Tax, 2019 and 2020
  • Member: Tax Section, American Bar Association
  • Council Member: Tax Section, Houston Bar Association
  • Member: International Fiscal Association
  • Member: American Petroleum Institute
  • Texas
  • “Tax Issues in the Lifecycle of a Private Equity Investment,” Houston Bar Association Taxation Section January Luncheon, January 15, 2020 (speaker)
  • “Tax Considerations on the Acquisition and Disposition of Midstream and Upstream Assets: Avoid the Big Traps,” American Institute of Certified Public Accountants AICPA Oil & Gas Conference, November 11, 2019 (panelist)
  • “Partnerships, U.S. Tax Reform and International Tax Planning,” 2018 International Fiscal Association Annual Conference, February 22, 2018 (speaker)
  • “Tax Reform Update and Implications,” YPE Houston Breakfast Series, January 23, 2018 (speaker)
  • “International Tax Reform: What You Should Know About GILTI and BEAT,” Annual In-House Symposium 2018, April 27, 2018 (speaker)
  • “District Court Invalidates Section 7874 Inversion Regulation and Opens Door for Challenges of Certain Temporary Regulations,” V&E Tax Update E-communication, October 9, 2017 (co-author)
  • “A Greek Company Mines for Magnesite and Strikes Gold for Inbound Investors,” V&E Tax Update E-communication, July 17, 2017 (co-author)
  • “Proposed Regulations under Section 751,” Tax Executives Institute Houston Chapter 27th Annual Tax School, May 2015 (co-speaker)
  • “Recent Trends and Traps in M&A Transactions,” Tax Executives Institute Houston Chapter 26th Annual Tax School, February 2014 (co-speaker)
  • “Partnership Tax Distribution Clauses Explained,” Texas Tax Lawyer, May 2011 (author)