Allyson Seger
Allyson’s practice focuses on the U.S. federal income tax aspects of complex cross-border and domestic transactions. Allyson advises clients with regard to the formation of various inbound and outbound cross-border structures, joint ventures, “Up-Cs” and other initial public offering (IPO) vehicles, and private equity structures. She also advises clients with regard to mergers and acquisitions (M&A), line of equity and credit transactions, and cross-border restructurings. Allyson also has experience in the resolution of tax controversies with the Internal Revenue Service.
Experience Highlights
Affiliates of Global Infrastructure Partners in the acquisition of a 50 percent interest in the multi-billion dollar South Fork and Revolution Offshore Wind Projects off the East coast of the United States from Eversource Energy, including the negotiation of the joint venture arrangements with Orsted for the construction and operation of the projects and all financing arrangements
Brigham Minerals, Inc. in its $261 million initial public offering of Class A common stock utilizing an Up-C structure
Blackstone Infrastructure Partners in its $3.3 billion acquisition of a controlling interest in Tallgrass Energy
New Fortress Energy LLC in its $291 million initial public offering of Class A shares
Focus Financial Partners in an investment by Stone Point Capital and KKR that values Focus at approximately $2 billion
Shell Oil Company with regard to tax matters in its split-up of Motiva Enterprises LLC, a joint venture with Saudi Aramco
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
Huntsman Corporation in its $522 million initial public offering of Venator Materials plc, a global chemical company incorporated in the UK
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
A private equity firm in a $250 million line of equity commitment to fund an international aircraft leasing business
Riverstone Holdings in the formation and $525 million line of equity commitment to Sierra Oil & Gas, Mexico’s first independent exploration and production company
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
Focus Financial Partners Inc. in its $615 million initial public offering of common stock utilizing an Up-C structure
Select Energy Services, Inc. in its $122 million initial public offering of common stock
Rice Energy Inc. in its $1.1 billion initial public offering of common stock
RSP Permian, Inc. in its $448 million initial public offering of common stock
Sunoco Logistics Partners LP in its $20 billion merger with Energy Transfer Partners in a unit-for-unit transaction
Maxar Technologies in its $3.6 billion merger with DigitalGlobe, creating a leading provider of satellites, earth imagery, geospatial data solutions and analytics
Centennial Resource Production in the approximately $1.39 billion sale of the company, a Natural Gas Partners portfolio company, to Silver Run Acquisition Corporation
Niska Gas Storage Partners in the $911.9 million sale of the company, a natural gas services provider and Riverstone Holdings portfolio company, to Brookfield Infrastructure
A domestic manufacturer in a cost sharing dispute relating to the amount of, and methodology for determining, the buy-in payment for intangibles transferred to foreign affiliates
A public company in an “Up-C” structure in a dispute relating to its tax receivable agreements
An offshore drilling contractor in a transfer pricing dispute with IRS; settled at IRS Appeals
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
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
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
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
Rice Acquisition Corp., a SPAC, in its $232 million initial public offering of units
Takkion Holdings, a portfolio company of funds managed by affiliates of Apollo Global Management, in connection with its acquisition of Renew Energy, a leading provider of operations and maintenance solutions serving the renewable energy market
Takkion Holdings, a portfolio company of Apollo Global Management, in its acquisition of Airway Services, a leading provider of operations and maintenance solutions to the renewable energy industry, from Northaven Capital Partners and Concentric Equity Partners
Tallgrass in a joint venture with Equinor to develop large-scale, low carbon hydrogen and ammonia projects in North America
Earthly Labs, a leading provider of small-scale carbon capture systems, in its $73 million acquisition by Chart Industries (NYSE: GTLS)
ARA Partners in a strategic investment in Divert, which offers technology-enabled resource recovery solutions for food retailers
Sapphire Gas Solutions in the acquisition of CLEANCOR Holdings, a California-based service provider of compressed natural gas, liquefied natural gas, renewable natural gas, and hydrogen solutions for industrial, commercial, transportation, and pipeline infrastructure customers across the United States, from SEACOR Holdings
Archaea Energy in the formation of a joint venture with a waste management company for the development of landfill gas to renewable natural gas projects at various landfills located in the United States
Archaea Energy in the formation of a joint venture with a public utility for the development of a landfill gas to renewable natural gas project located in Pennsylvania
Archaea Energy, an industry-leading RNG producer, in a joint venture with Republic Services Inc., a leader in the environmental services industry, to contribute approximately $1.1 billion over five years in order to develop 39 landfill gas to RNG projects across the U.S.
Archaea Energy in its $215 million acquisition of NextGen Power Holdings, the owner of a portfolio of 14 operating landfill gas to power projects located in the Mid-Atlantic United States, from Riverview Investment Holdings, an affiliate of Castleton Commodities International
Credentials
- Georgetown University Law Center, J.D. cum laude, 2013 (Senior Articles Editor, Georgetown Journal of Law & Public Policy)
- Johns Hopkins University, B.A., English and Economics university and departmental honors, 2008 (Phi Beta Kappa)
- Legal 500 U.S., Tax: International Tax, 2024
- The Best Lawyers in America© (BL Rankings, LLC), “Ones to Watch,” Tax Law (Austin), 2023–2025
- Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2022 and 2023
- Texas
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- Press ReleaseJanuary 11, 2022
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- “Tax and Accounting Year-End Update,” V&E Austin Office, December 5, 2019 (presenter)
- “Transactional Look at Outbound Transfers and Section 367,” Tax Executive Institute – Houston Chapter, May 9, 2018 (panelist)