David Wheat, P.C.
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.”
Experience
Representative Matters
David has been involved in the following representations:
- Conflicts committee of the board of directors of the general partner of TC PipeLines, LP (NYSE: TCP) in its approximately $1.68 billion all-stock acquisition by TC Energy Corporation (NYSE: TRP)
- Pinnacle Midstream II, a portfolio company of Energy Spectrum, on its new build Dos Picos Gas Gathering and Compression System in the Midland Basin, anchored by a long-term acreage dedication and gas services agreement with DoublePoint Energy
- Santa Fe Midstream, a portfolio company of Energy Spectrum, on its sale of Permian Basin gas gathering and processing assets to Stakeholder Midstream
- HighPoint Resources Corp. (NYSE: HPR) on its $376 million combination with Bonanza Creek Energy, Inc. (NYSE: BCEI)
- Penn Virginia Corporation (NASDAQ:PVAC) in Juniper Capital Advisors, L.P.’s $188 million strategic investment in the company, including $150 million of cash and certain oil and gas assets, in exchange for 59 percent of Penn Virginia’s equity
- Peridot Acquisition Corp., a special purpose acquisition company, in its $300 million initial public offering. Peridot is sponsored by an affiliate of Carnelian Energy Capital Management, LP and will target businesses in the electrification, clean fuel transportation, self-directed and autonomous mobility and related infrastructure, energy storage and efficiency, smart grid technology and renewable energy sectors
- Schlumberger (NYSE: SLB) in the pending sale of its North American onshore hydraulic fracturing business to Liberty Oilfield Services Inc. (NYSE: LBRT)
- WPX Energy, Inc. (NYSE: WPX) in its $12 billion all-stock merger of equals with Devon Energy Corporation (NYSE: DVN)
- GPI Capital, a stockholder of Postmates Inc., in the proposed $2.65 billion all-stock acquisition of Postmates by Uber Technologies, Inc.
- Sentinel Midstream, a portfolio company of Cresta Fund Management, on its agreements with Freepoint Commodities in furtherance of Sentinel Midstream’s construction, operation and utilization of Texas GulfLink, a Deepwater Crude Oil Export Terminal located near Freeport, Texas
- TPG in its preferred equity investment of up to $140 million to fund capital contributions to Double E Pipeline LLC, a joint venture between Summit Midstream Partners LP and Exxon Mobil Corporation, to construct a FERC-regulated interstate natural gas pipeline in the Delaware Basin
- Magnetar Capital in its up to $250 million preferred equity investment in WaterBridge Holdings, as part of an equity capital raise involving Five Point Energy, an affiliate of GIC and WaterBridge management to fund strategic acquisitions of water infrastructure from Primexx Energy Partners, Tall City Exploration III and Jetta Permian
- QL Capital Partners, LP in its partnership with Devon Energy Corporation to fund gas gathering and compression assets in the Delaware Basin
- Brookfield Super-Core Infrastructure Partners, an infrastructure fund managed by Brookfield Asset Management Inc., in its approximately $2 billion acquisition of a 25 percent equity interest in Dominion Energy, Inc.’s Cove Point LNG LP
- Parsley Energy, Inc. in tax and structuring advice for its $2.27 billion all-stock acquisition of Jagged Peak Energy Inc.
- Riviera Resources, Inc. in its $295 million sale of oil and gas assets and gas processing facilities in the Hugoton Gas Field in Kansas
- Hilcorp Alaska in tax and structuring advice for its $5.6 billion acquisition of BP’s upstream and midstream business in Alaska
- Desert Royalty Company, LLC in its combination with Kimmeridge Energy Management Company, LLC to form Desert Peak Minerals, the largest pure-play mineral and royalty company in the Delaware Basin
- Wing Resources LLC and Wing Resources II LLC, portfolio companies of Natural Gas Partners, in the sale of Midland Basin oil and gas mineral interests to Alliance Resource Partners L.P.
- 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:
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Structuring advice and tax opinion regarding tax-free spin-off of midstream oil and gas company
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Special tax counsel in tax-free split-off by publicly traded upstream E&P company
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Structuring advice and tax opinion regarding tax-free spin-off of publicly traded manufacturing company
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Special tax counsel to upstream private equity fund regarding formation and IPO of upstream MLP
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Structure tax-free spin-off to divide a closely held business
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Tax and structuring advice regarding $1 billion sale of midstream business
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Tax and structuring advice regarding $950 million sale of midstream business
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Obtained IRS private letter ruling for large corporations in connection with elimination of $23 billion excess loss account
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Special tax counsel regarding $1 billion shale joint venture with major oil company
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Tax advice in $1.4 billion shale joint venture
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Tax advice and negotiating $2 billion sale of assets
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Served as special tax counsel in a $1.5 billion stock purchase
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Served as special tax counsel in the reincorporation of a multinational company to the Cayman Islands
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Served as special corporate tax counsel in a multi-billion dollar merger of public energy companies
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Served as special tax counsel for a $1 billion stock acquisition with a Section 338(h)(10) election
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Represent issuers in securitization transactions, including the issuance of tax opinions
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Representation of purchaser in property acquisition with intensive tax planning
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Representation of issuer of public notes
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Representation of several companies in internal restructurings to significantly minimize state tax liabilities
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Structuring and issuing tax opinion for SEC purposes in tax-free combination of two public energy companies
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Representation of purchaser in acquisition of bankrupt company, including structuring and corporate tax planning
Prior Experience
Principal, Washington National Tax practice, KPMG LLP, 2016–2018
Partner, Thompson & Knight LLP, 1989–2016
More
Thought Leadership
Seminars
“Innovative and Tax-Efficient REIT Structures for the Midstream Sector,” Midstream REIT Seminar, Houston, February 2020
“Structuring Leveraged Buyouts,” Practicing Law Institute, Los Angeles, December 2019
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 500 by D CEO, 2020–2021
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), 2003–2016, 2019–2020
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