David Wheat, P.C.

Partner Tax

Dallas +1 214-972-1696

Houston +1 713-836-3396

David Wheat, P.C.

Practices

Overview

David Wheat is a tax partner in the Houston and Dallas offices of Kirkland & Ellis LLP. David focuses his practice on corporate tax, mergers and acquisition tax, transactions involving partnerships and LLCs, and tax controversies. He provides clients with transactional planning and advice, document preparation, and preparation of tax opinions on federal and state tax implications of business transactions, including corporate mergers and acquisitions and the formation and operation of partnerships and limited liability companies.

David has been recognized by Chambers USA, and according to clients quoted in the directory, he is “an authority on partnership transactions, corporate tax and the tax aspects of M&A” and he “knows how to use the knowledge he has for the benefit of the client.” Additionally, David has been named a “Leading Lawyer” by The Legal 500 U.S., and according to clients quoted in the directory, his “knowledge of tax law affecting energy transactions is extremely broad.”

David has been involved in the following representations:

  • Amplify Energy Corp. in tax and structuring advice for an all-stock merger-of-equals with Midstates Petroleum Company, Inc.
  • Jones Energy Inc. and its affiliates in their prepackaged Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of Texas. Jones Energy is an Austin, Texas based independent oil and gas company engaged in the exploration, development, production, and acquisition of oil and gas properties in the Anadarko Basin in Oklahoma and Texas that fully equitized over $1 billion in funded debt and preferred equity obligations. Jones obtained confirmation of its uncontested plan just three weeks after filing
  • BlackRock, GSO Capital Partners and Magnetar Capital as lead purchasers in the $1.2 billion convertible preferred equity investment in EQM Midstream Partners, LP, a growth-oriented master limited partnership operating in the Appalachian Basin
  • Newfield Exploration Co. in tax and structuring advice for its approximately $5.5 billion acquisition by Encana Corp. in an all-stock transaction
  • Rowan Companies plc in tax and structuring advice for its $12 billion combination with Ensco plc in an all-stock transaction

Prior to joining Kirkland, David was involved in the following representations:

  • Structuring advice and tax opinion regarding tax-free spin-off of midstream oil and gas company

  • Special tax counsel in tax-free split-off by publicly traded upstream E&P company

  • Structuring advice and tax opinion regarding tax-free spin-off of publicly traded manufacturing company

  • Special tax counsel to upstream private equity fund regarding formation and IPO of upstream MLP

  • Structure tax-free spin-off to divide a closely held business

  • Tax and structuring advice regarding $1 billion sale of midstream business

  • Tax and structuring advice regarding $950 million sale of midstream business

  • Obtained IRS private letter ruling for large corporations in connection with elimination of $23 billion excess loss account

  • Special tax counsel regarding $1 billion shale joint venture with major oil company

  • Tax advice in $1.4 billion shale joint venture

  • Tax advice and negotiating $2 billion sale of assets

  • Served as special tax counsel in a $1.5 billion stock purchase

  • Served as special tax counsel in the reincorporation of a multinational company to the Cayman Islands

  • Served as special corporate tax counsel in a multi-billion dollar merger of public energy companies

  • Served as special tax counsel for a $1 billion stock acquisition with a Section 338(h)(10) election

  • Represent issuers in securitization transactions, including the issuance of tax opinions

  • Representation of purchaser in property acquisition with intensive tax planning

  • Representation of issuer of public notes

  • Representation of several companies in internal restructurings to significantly minimize state tax liabilities

  • Structuring and issuing tax opinion for SEC purposes in tax-free combination of two public energy companies

  • Representation of purchaser in acquisition of bankrupt company, including structuring and corporate tax planning

Principal, Washington National Tax practice, KPMG LLP, 2016–2018

Partner, Thompson & Knight LLP, 1989–2016

More

Thought Leadership

Seminars

35th Annual Texas Federal Tax Institute, June 2019

“Honey, I Shrunk the Tax Year,” University of Chicago Tax Conference, November 9, 2018

“Mergers & Acquisitions After the Tax Cuts and Jobs Act,” Tulane Tax Institute, New Orleans, November 1, 2018

“Impact of Tax Reform on Distressed Corporations,” Affiliated and Related Corporations Committee, ABA Tax Section, Washington D.C., May 2018

“Current Tax Issues in LBOs,” Practicing Law Institute, Los Angeles, December 2017

“Accelerating Stock and Property Losses in the Oil Patch,” National Association of Petroleum Accountants, Dallas, Texas, May 2017

“Worthless Stock Deductions for Affiliated Corporations,” Affiliated and Related Corporations Committee, ABA Tax Section, Washington, D.C., May 2017

“Current Issues in Tax-Free Spin-Offs,” Dallas Bar Tax Section, May 2017

“Pass-through Corporations and Publicly Traded Partnerships,” Practicing Law Institute, New York, October 2016

“Tax Issues in Purchase and Sale of a Closely Held Business,” Dallas CPA Society, December 2015

“Interesting Transactions of the Past Year,” Practicing Law Institute, Chicago, IL, November 2015

“Dispositions of Subsidiaries and Business Units,” Tax Executives Institute, November 2015

“Use of Tax Partnerships in the Oil Patch,” UT Law, LLCs, LPs and Partnerships, July 2015

31st Annual Texas Federal Tax Institute, June 2015

“Tax Issues in Negotiating M&A Agreements,” Dallas Bar Association, June 2015

“Like-Kind Exchanges,” North American Petroleum Accounting Conference (NAPAC), May 2015

“Oil and Gas Partnerships,” ABA Section of Taxation 2015 Midyear Meeting, January 2015

“Interesting Transactions,” Tax Planning for Domestic & Foreign Partnerships, LLC, Joint Ventures & Other Strategic Alliances 2014, April 2014

Recognition

Dallas Tax “Lawyer of the Year,” The Best Lawyers in America® by Woodward/White Inc., 2011

The Best Lawyers in America® by Woodward/White Inc. (Tax Law), 1999–2012, 2014–2016

Euromoney's Guide to the World's Leading Tax Advisors

Chambers USA by Chambers & Partners (Tax Law), 2004–present

“Leading Lawyer,” The Legal 500 US by Legalease (Domestic Tax: Central), 2014–2015

Texas Super Lawyers® by Thomson Reuters (Tax), 2003–2015

Most Influential Leaders in North Texas (Law: Tax), D CEO The Dallas 500, 2015

Top 100 Overall, Texas Super Lawyers® by Thomson Reuters, 2006–2010

Top 100 Dallas/Fort Worth Region, Texas Super Lawyers® by Thomson Reuters, 2003–2004, 2006–2009, 2011

Tax Directors Handbook, The Essential Guide to the World's Premier Tax Law Firms, 2014

Best Lawyers in Dallas (Tax: General), D Magazine, 2001, 2003, 2005, 2007–2015

Best Business Lawyers in Dallas (Tax), D Magazine, 2009

Who's Who Legal: Texas by Law Business Research Limited (Corporate Tax), 2007–present

The International Who's Who of Corporate Tax Lawyers, 2011, 2014–2015

Expert Guides: Guide to the World's Leading Tax Lawyers, 2015

“Recommended Attorney,” The Legal 500 U.S. by Legalease (Industry Focus: Energy: Transactions), 2015, 2019

“Recommended Attorney,” The Legal 500 U.S. by Legalease (US Taxes: Non-Contentious), 2019

“Recommended Attorney,” The Legal 500 U.S. by Legalease (Tax: Domestic Tax), 2015

“ICFM Leading Lawyers 500,” Intercontinental Finance magazine, 2013

Memberships & Affiliations

Council Director, American Bar Association Tax Section

Chair, American Bar Association Corporate Tax Committee, 2003–2004; Chair-Elect, 2002–2003; Vice-Chair 2000–2002; Chair of Subcommittee on Taxable Distributions, 1997–2000

Chair, State Bar of Texas Section of Taxation, 2004; Chair-Elect, 2003–2004; Chair of the Corporate Tax Committee, 1997–1998; Council Member, 1999–2001; Treasurer, 2001–2002; Secretary, 2002–2003

Chair, Dallas Bar Association Taxation Section, 2002; Council Member, 2000–2001; Treasurer, 2001

Fellow, American College of Tax Counsel Fellow, Texas Bar Association

Fellow, Dallas Bar Foundation

Member, College of the State Bar of Texas

Trustee, Southern Federal Tax Institute

Director, Vice President, Texas Federal Tax Institute

Credentials

Admissions & Qualifications

  • Texas
  • Louisiana (inactive)

Courts

  • United States Court of Federal Claims
  • Supreme Court of the United States
  • United States Tax Court

Education

  • New York University School of LawLL.M., Taxation1989

    Graduate Editor, Tax Law Review

    Wallace Scholar

  • Louisiana State University, Paul M. Hebert Law CenterJ.D.1988

    Order of the Coif

    Chancellor's List

    Louisiana Law Review

  • Louisiana State UniversityB.S.with Honors1985

    Beta Gamma Sigma