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

Jason L. McIntosh

Jason L. McIntosh
Houston

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, Special Purpose Acquisition Companies (SPACs) 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 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

  • Rice Acquisition Corp., a special purpose acquisition company, in its initial public offering of units utilizing an Up-SPAC structure (In Registration)

  • Tortoise Acquisition Corp., a special purpose acquisition company with a strategic focus on the energy sector and decarbonizing commercial transportation in North America, in the merger with Hyliion Inc., a developer and manufacturer of electrified powertrain solutions for Class 8 commercial vehicles that significantly reduce emissions

  • A US private equity fund on its €3.17 billion carve-out acquisition of a global construction chemicals business from a public company

  • 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 

  • 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

  • Spartan Energy Acquisition Corp., a special purpose acquisition company sponsored by an affiliate of Apollo Global Management, in its business combination with Fisker Inc., a developer of eco-friendly electric vehicles (pending)

  • Switchback Energy Acquisition Corporation, a special purpose acquisition company sponsored by an affiliate of NGP Capital Management, in its $2.4 billion business combination with ChargePoint, a leading electric vehicle charging network (pending)

  • Centennial Resource Production in the approximately $1.39 billion sale of the company, a Natural Gas Partners portfolio company, to Silver Run Acquisition Corporation

  • 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

  • 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

  • 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

  • Soros Fund Management and Albright Capital Management with the acquisition of APR Energy, a provider of turnkey temporary power generation services, by a London Stock Exchange-listed acquisition vehicle

  • 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

  • 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

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

  • Tortoise Acquisition Corp. II, a special purpose acquisition company, in its $345 million initial public offering of units

  • Tortoise Acquisition Corp. in its $325 million private placement of common stock

  • Decarbonization Plus Acquisition Corporation, a special purpose acquisition company, in its initial public offering of units (In Registration)

  • 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

  • Riverstone Energy Limited in its £760 million initial public offering of ordinary shares 

  • Huntsman Corporation in its $522 million initial public offering of Venator Materials plc, a global chemical company incorporated in the UK

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

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)
  • 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)