David Wheat, P.C.

David has been involved in the following representations:

• Learfield Communications, LLC and its affiliates, a leading media and technology company in the college sports market, in a nearly $1 billion out-of-court restructuring with unanimous support from Learfield’s existing lenders and equity sponsors. The transactions substantially delevered Learfield’s balance sheet and provided access to significant new money equity investments, strengthening Learfield’s financial and liquidity positions
• KKR in its acquisition of CoolIT Systems, a provider of scalable liquid cooling solutions
• Raisa Energy LLC in the issuance of $636 million of asset-backed securities secured by over 9,000 producing oil and gas wells across six states, as part of a master trust
• A private company in the issuance of over $100 million of asset-backed securities secured by operated producing oil and gas wells
• A private company in the issuance of over $200 million of asset-backed securities secured by operated producing oil and gas wells
• Ontario Teachers’ Pension Plan Board (OTPP) in its $250 million majority stake investment in Sevana Bioenergy, a developer of large-scale renewable natural gas projects
• Canada Pension Plan Investment Board (CPP Investments) in its partnership with IKAV to acquire Aera Energy, California’s second largest oil and gas producer
• Trinity Hunt Partners in its strategic investment in the advisory business of MarksNelson, an accounting, tax and advisory firm
• Pacolet Milliken, a sustainability-focused investment firm, in its joint venture investment with Evensol, a leading developer of renewable biogas assets
• Ontario Teachers’ Pension Plan in its $805 million convertible equity portfolio financing of a large portfolio of renewables assets owned by NextEra Energy Partners, LP (NYSE: NEP)
• Spring Valley Acquisition Corp. II (NASDAQ: SVIIU), a special purpose acquisition company sponsored by an affiliate of Pearl Energy Investment Management, LLC and focusing on target businesses in the sustainability industry, in its $230 million initial public offering
• Tailwater Capital, together with Waste Management (NYSE: WM) through a newly formed joint venture, in its acquisition of a significant interest in Continuus Materials, a waste-to-product business that transforms discarded plastic and fiber material into engineered building products
• Tailwater Capital, together with its portfolio company, Producers Midstream II, in its acquisition of Midcoast Energy’s Anadarko gathering and processing (G&P) system and a 35% interest in the Texas Express Gathering (TEG) system
• Spring Valley Acquisition Corp. (NASDAQ: SV) in its $1.9 billion merger with NuScale Power, an industry-leading provider of small modular nuclear reactor technology
• Freestone HoldCo in its partnership with Tailwater Capital to pursue energy transition investments
• Freestone HoldCo, a portfolio company of Tailwater Capital, in its growth equity investment in Momentum Technologies, a battery and rare earth magnet recycling company  
• KKR and Atlantic Aviation in the merger of Atlantic Aviation and Ross Aviation 
• Noble Corporation (NYSE: NE) in its $3.4 billion all-stock merger of equals with Maersk Drilling (CSE: DRLCO) 
• GEP Haynesville, LLC in its $1.85 billion sale to Southwestern Energy (NYSE: SWN) 
• Arcosa, Inc. (NYSE: ACA) in its acquisition of Southwest Rock Products and affiliated entities for $150 million 
• Alamo Frac Holdings and Alamo Pressure Pumping on the carveout sale of their pressure pumping business to NexTier Oilfield Solutions, Inc. (NYSE: NEX) for $268 million in cash and newly issues shares of NexTier stock, plus earn-out 
• Power & Digital Infrastructure Acquisition Corp. (NASDAQ: XPDI), a special purpose acquisition company, on its approximately $4.3 billion combination with Core Scientific Holding Co., a 100% net carbon neutral, vertically integrated blockchain infrastructure and mining company, and Blockcap, Inc., a leader in digital asset mining 
• Blackstone Credit in Altus Power, Inc.’s $1.58 billion combination with CBRE Acquisition Holdings, Inc. (NYSE: CBAH)
• HealthCor Catalio Acquisition Corp. (NASDAQ: HCAQ), a special purpose acquisition company, in its $580 million combination with Hyperfine, Inc., creator of the first U.S. Food and Drug Administration cleared portable magnetic resonance imaging device, Swoop™, and Liminal Sciences, Inc., a medical device development company dedicated to non-invasive measurement of key vital signs in the brain
• Penn Virginia Corp. (NASDAQ: PVAC) in its $370 million merger with Lonestar Resources US Inc. (OTCQX: LONE)
• Ivanhoe Capital Acquisition Corp., a special purpose acquisition company, in its $3.6 billion combination with SES Holdings Pte. Ltd., a developer and manufacturer of high-performance Hybrid Lithium-Metal (Li-Metal) rechargeable batteries for electric vehicles
• KKR in its $4.475 billion acquisition of the Atlantic Aviation business of Macquarie Infrastructure Corp. 
• Delek Logistics Partners, LP (NYSE: DKL) and Delek Logistics Finance Corp., a subsidiary of Delek Logistics, in a $400 million offering of senior notes 
• Stonepeak Partners LP in the formation of Levo Mobility LLC, a $750 million sustainable infrastructure joint venture with Nuvve Holding Corp. (NASDAQ: NVVE) 
• Gas Innovations on a partnership with an affiliate of AEA Investors in connection with the formation of Meritus Gas Partners, a packaged gas distribution platform 
• Noble Corporation in its acquisition of Pacific Drilling Co. LLC in an all-stock transaction 
• Peridot Acquisition Corp. II, a blank check company sponsored by an affiliate of Carnelian Energy Capital Management, L.P in its upsized $360 million initial public offering
• Vector Acquisition Corporation on its $4.1 billion definitive merger agreement with Rocket Lab USA, Inc.  
• QL Capital Partners in the formation of an up to $550 million drilling partnership with Antero Resources Corporation
• Tailwater Capital in its acquisition of NorTex Midstream, a leading natural gas storage and transmission company serving North Texas 
• Peridot Acquisition Corp. (NYSE: PDAC) on its $1.67 billion combination agreement with Li-Cycle Corp.
• 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 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 Golden Flag, 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