
Jason L. McIntosh

Texas Tower
845 Texas Avenue
Suite 4700
Houston, Texas 77002





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, Special Purpose Acquisition Company (SPAC) transactions, 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 is recognized as “a strong, technical lawyer” and “well respected” in the 2022 edition of Chambers USA, as a leading tax lawyer in the 2022 and 2023 edition of The Best Lawyers in America©, 2019 and 2020 editions of Legal 500 U.S., and the 2018 and 2020 editions of Latin Lawyer 250.
Experience Highlights
Apollo Global Management in the formation of a joint venture with Altius Renewable Royalties to accelerate the growth of Great Bay Renewables, a leading provider of renewable energy development capital in North America
Tortoise Acquisition Corp., a SPAC sponsored by an affiliate of Tortoise Investments, LLC, in the $1 billion business combination with Hyliion Inc., a developer and manufacturer of electrified powertrain solutions for Class 8 commercial vehicles that significantly reduce emissions
The Lion Electric Company, a leading designer, manufacturer and distributor of all-electric medium and heavy-duty urban vehicles, in its $1.9 billion combination with Northern Genesis Acquisition Corp., a SPAC
EVgo Services, a portfolio company of LS Power and an electric vehicle public fast charging network, in its $2.6 billion business combination with Climate Change Crisis Real Impact I Acquisition Corporation, a SPAC
Spartan Energy Acquisition Corp., a SPAC sponsored by an affiliate of Apollo Global Management, in its $1.75 billion business combination with Fisker Inc., a developer of eco-friendly electric vehicles
Switchback Energy Acquisition Corporation, a SPAC sponsored by an affiliate of NGP Energy Capital Management, in its $2.4 billion business combination with ChargePoint, a leading electric vehicle charging network
Takkion Holdings, a subsidiary of funds managed by affiliates of Apollo Global Management, in connection with the acquisition of a majority interest in Transportation Partners & Logistics, a leading provider of logistics, transportation, and supply chain management solutions serving renewable energy and industrial markets
Viking Global Investors as a lead investor in the $15 billion business combination of Ginkgo Bioworks and Soaring Eagle Acquisition Corp., a SPAC
ioneer Ltd in the $490 million equity commitment from Sibanye-Stillwater to a newly formed joint venture to develop ioneer’s flagship Rhyolite Ridge lithium-boron project in Nevada
Avangard Innovative in the sale of its U.S. operations to Waste Management and the subsequent joint venture with Waste Management to form Natura PCR, a company that monetizes recyclables and refurbishes them for reuse
SUSI Partners AG in a joint venture with SMT Energy to develop, own and operate multiple battery energy storage systems in the United States, including 10 battery energy storage system in South Texas with a combined capacity of 100 MW
CENAQ Energy Corp., a SPAC, in a business combination with Bluescape Clean Fuels, a private company specializing in the supply of gasoline derived from renewable feedstocks
Enviva JV Development Company, a joint venture between Enviva Development Holdings and The John Hancock Life Insurance Company, in its acquisition of a wood pellet production plant in South Carolina
Brigham Minerals in its $4.8 billion business combination with Sitio Royalties
Talos Energy in its $1.1 billion acquisition of EnVen Energy Corporation, a private operator in the deepwater U.S. Gulf of Mexico
Spartan Acquisition Corp. II, a SPAC sponsored by funds managed by an affiliate of Apollo Global Management, in its $1.3 billion business combination with Sunlight Financial, a premier U.S. residential solar financing platform
Apollo Global Management in a $150 million equity commitment to FlexGen Power Systems, a leading integration services and software technology provider for energy storage solutions in the U.S. and globally
Tortoise Acquisition Corp. II, a SPAC sponsored by an affiliate of Tortoise Investments, LLC, in its $1.4 billion business combination with Volta Industries, an industry leader in commerce-centric electric vehicle charging networks
Apollo Global Management in connection with its $175 million strategic investment in Summit Ridge Energy, a leading owner-operator of community solar assets
Funds managed by Apollo in the $2 billion sale by New Fortress Energy Inc. of 11 LNG infrastructure vessels to a newly formed venture owned approximately 80% by Apollo funds and 20% by NFE
Three Cairns Group and Galvanize Climate Solutions in their investment in Zhero, a new green energy development company
4×4 Capital in its controlling interest investment in Yelloh, a pioneer in home frozen food delivery in the U.S.
Stronghold Digital Mining, Inc., an ESG-focused crypto asset mining company focused on bitcoin, in its $146 million initial public offering of Class A common stock utilizing an Up-C structure
Atlas Energy Solutions Inc. in its $324 million initial public offering of Class A common stock utilizing an Up-C structure (In Registration)
Rice Acquisition Corp., a SPAC, in its $215 million initial public offering of units utilizing an Up-SPAC structure
Spartan Energy Acquisition Corp., a SPAC, in its $552 million initial public offering of common units
Tortoise Acquisition Corp. II, a SPAC, in its $345 million initial public offering of units
Tortoise Acquisition Corp., a SPAC, in its $325 million private placement of common stock
Decarbonization Plus Acquisition Corporation, a SPAC, in its $230 million initial public offering of units
New Fortress Energy LLC in its $291 million initial public offering of Class A shares utilizing an Up-C structure
Brigham Minerals, Inc. in its $261 million initial public offering of Class A common stock utilizing an Up-C structure
Decarbonization Plus Acquisition Corporation II, a SPAC sponsored by an affiliate of Riverstone Holdings, in its $1.2 billion business combination with Tritium, a Brisbane-based developer and manufacturer of direct current fast chargers for electric vehicles
Spartan Acquisition Corp. III, a SPAC, in its $3.14 billion business combination with Allego Holding B.V., a leading pan-European electric vehicle charging network
Woodside Petroleum Ltd, based in Australia, in its merger with BHP Petroleum with an approximately US $43 billion merged entity value and concurrent listing of American Depositary Shares (ADSs) on the NYSE
Baytex Energy Corp. (TSX:BTE) in its $2.5 billion acquisition of Ranger Oil Corporation, a pure play Eagle Ford company (In Process)
A US private equity fund on its €3.17 billion carve-out acquisition of a global construction chemicals business from a public company
Decarbonization Plus Acquisition Corporation IV, a SPAC, in its $1.39 billion business combination with Hammerhead Resources, a Calgary-based energy company
Aligned Data Centers and its sponsor Macquarie Asset Management, in its acquisition of ODATA, a data center service provider offering scalable, reliable, and flexible IT infrastructure in Latin America (In Process)
A controlling shareholder in connection with the sale of Ridgeback Resources, a privately held oil and gas producer focused on light oil in Saskatchewan and Alberta, Canada, to Saturn Oil & Gas for CAD$525 million, including cash and stock consideration
Credentials
- 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)
- Chambers USA, Tax (Texas), 2022; “Up and Coming” in Tax (Texas), 2022
- Latin Lawyer 250, 2018 and 2020
- Legal 500 U.S., International Tax, 2019 and 2020
- The Best Lawyers in America© (BL Rankings, LLC), Tax Law (Houston), 2022 and 2023
- Member: Tax Section, American Bar Association
- Council Member: Tax Section, Houston Bar Association (2019–2023)
- Member: International Fiscal Association
- Member: American Petroleum Institute
- Texas
- Deals & CasesMay 19, 2023
- EventMay 4, 2023
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- Event RecapApril 17, 2023
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- InsightAugust 22, 2022
V&E Tax Update
- Rankings & AwardsAugust 18, 2022
- Deals & CasesAugust 17, 2022
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- Rankings & AwardsJune 1, 2022
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- Deals & CasesDecember 16, 2021
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- Deals & CasesMarch 9, 2021
- Deals & CasesMarch 4, 2021
- Deals & CasesFebruary 11, 2021
- Deals & CasesFebruary 8, 2021
- Deals & CasesFebruary 8, 2021
- Deals & CasesJanuary 25, 2021
- Deals & CasesJanuary 22, 2021
- Deals & CasesJanuary 6, 2021
- Deals & CasesJanuary 4, 2021
- InsightAugust 2, 2018
- “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)