Sean T. Wheeler, P.C.

Mergers & Acquisitions

• ONEOK, Inc. (NYSE: OKE) in its $3.3 billion acquisition of Global Infrastructure Partners’ entire interest in EnLink Midstream, LLC (NYSE: ENLC)
• ONEOK, Inc. (NYSE: OKE) in its $2.6 billion acquisition of Global Infrastructure Partners’ equity interests in Medallion Midstream, LLC
• Helmerich & Payne, Inc. (NYSE: HP) in its $1.9725 billion all-cash acquisition of KCA Deutag International Limited
• Diamond Offshore Drilling, Inc. (NYSE: DO) in its $1.6 billion sale to Noble Corporation plc (NYSE: NE)
• Marathon Oil Corporation (NYSE: MRO) in its $22.5 billion all-stock sale to ConocoPhillips (NYSE: COP)
• Callon Petroleum Company (NYSE: CPE) in its $4.5 billion all-stock sale to APA Corporation (NASDAQ: APA)
• Permian Resources Corporation (NYSE: PR) in its $4.5 billion all-stock acquisition of Earthstone Energy, Inc. (NYSE: ESTE)
• Energy Transfer LP (NYSE: ET) in its $7.1 billion acquisition of Crestwood Equity Partners LP (NYSE: CEQP)
• NexTier Oilfield Solutions, Inc. (NYSE: NEX) in its $5.4 billion merger of equals with Patterson-UTI Energy, Inc. (NASDAQ: PTEN)
• ONEOK, Inc. (NYSE: OKE) in its $18.8 billion acquisition of Magellan Midstream Partners, L.P. (NYSE: MMP)
• Ranger Oil Corporation (NASDAQ: ROCC) in its $2.5 billion acquisition by Baytex Energy Corp. (TSX, NYSE: BTE)
• Iconic Sports in its investment in London-based group Eagle Football, which acquired a significant controlling stake in Olympique Lyonnais Groupe SA
• Diamondback Energy, Inc. (NASDAQ: FANG) in its acquisition of all leasehold interest and related assets of Lario Permian, LLC and certain associated sellers in exchange for 4.18 million shares of Diamondback common stock and $850 million of cash
• Diamondback Energy, Inc. (NASDAQ: FANG) in its acquisition of all leasehold interest and related assets of FireBird Energy in exchange for 5.86 million shares of Diamondback common stock and $775 million of cash
• Bluescape Clean Fuels, LLC, in its definitive business combination agreement with CENAQ Energy Corp., a special purpose acquisition company focused on energy and energy transition
• Höegh LNG Holdings Ltd. in its definitive merger agreement with Höegh LNG Partners LP (NYSE: HMLP) to acquire all of the outstanding publicly held common units of the partnership in a going private transaction
• Colgate Energy Partners III LLC in its $3.9 billion merger of equals with Centennial Resource Development Inc. (NASDAQ: CDEV) to create the largest pure-play E&P in the Delaware Basin
• Whiting Petroleum Corp. (NYSE: WLL) in its $6 billion merger of equals with Oasis Petroleum Inc. (NASDAQ: OAS)
• Noble Corporation (NYSE: NE) in its $3.4 billion all-stock merger of equals with Maersk Drilling (CSE: DRLCO)
• 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
• Noble Corporation in its acquisition of Pacific Drilling Co. LLC in an all-stock transaction
• Vector Acquisition Corporation in its $4.1 billion definitive merger agreement with Rocket Lab USA, Inc.
• 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)
• Maverick Natural Resources in its merger with FourPoint Energy LLC to create Unbridled Resources LLC
• HighPoint Resources Corp. (NYSE: HPR) in 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
• Brookfield Infrastructure in its $6.9 billion joint venture with Blackstone Infrastructure to acquire a 42% stake in Cheniere Energy Partners, L.P. (NYSE: CQP)
• WPX Energy, Inc. (NYSE: WPX) in its $12 billion all-stock merger of equals with Devon Energy Corporation (NYSE: DVN)
• Schlumberger (NYSE: SLB) in the sale of its North American onshore hydraulic fracturing business to Liberty Oilfield Services Inc. (NYSE: LBRT)
• BJ Services LLC in the sale of its cementing business and fracturing assets in Chapter 11
• Special Committee of the Board of Directors of TerraForm Power, Inc. (NASDAQ: TERP), in its $1.58 billion sale to Brookfield Renewable Partners (NYSE: BEP)
• Revolution II WI Holding Company, LLC, an affiliate of Mountain Capital Partners, LP, in its approximately $201.5 million acquisition of Jones Energy II, Inc. (OTC: JEII) in an all-cash transaction
• Parsley Energy, Inc. (NYSE: PE) in its $2.27 billion all-stock acquisition of Jagged Peak Energy Inc. (NYSE: JAG)
• SemGroup Corp. (NYSE: SEMG) in its approximately $5.1 billion sale to Energy Transfer LP (NYSE: ET)
• Callon Petroleum Company (NYSE: CPE) in its $3.2 billion acquisition of Carrizo Oil & Gas, Inc. (NASDAQ: CRZO) in an all-stock transaction
• Newfield Exploration Co. (NYSE: NFX) in its approximately $5.5 billion acquisition by Encana Corp. (TSX, NYSE: ECA) in an all-stock transaction
• Rowan Companies plc (NYSE: RDC) in its $12 billion combination with Ensco plc (NYSE: ESV) in an all-stock transaction

Capital Markets

• Gulfport Energy Corporation (NYSE: GPOR) in the underwritten secondary offering of 650,000 shares of common stock by certain selling stockholders for total gross proceeds of $84 million
• Gulfport Energy Corporation (NYSE: GPOR) in the underwritten offering of 1.5 million shares of common stock by certain selling stockholders for total gross proceeds of $142 million
• A private company in the issuance of over $200 million of asset-backed securities secured by operated producing oil and gas wells
• Delek Logistics Partners, LP (NYSE: DKL) in its at-the-market offering of up to $100 million in common units representing limited partnership interests
• Skydeck Acquisition Corp., a special purpose acquisition company, in its $200 million initial public offering
• Callon Petroleum Co. (NYSE: CPE) in its $600 million offering of 7.50% senior unsecured notes
• Catalyst Partners Acquisition Corp. (NASDAQ: CPARU), a special purpose acquisition company, in its $300 million initial public offering
• Underwriters in the $110 million follow-on equity offering by Golar LNG Limited (NASDAQ: GLNG)
• Underwriter in connection with $500 million initial public offering of SAIL℠ (Stakeholder Aligned Initial Listing) securities by Revolution Healthcare Acquisition Corp., a special purpose acquisition company
• Issuers in numerous offerings by special purpose acquisition companies in the technology, healthcare, real estate, travel, financial services and energy industries
• Leif Höegh & Co. Ltd. and funds managed by Morgan Stanley Infrastructure Partners through a 50/50 joint venture vehicle to acquire the shares in Höegh LNG Holdings Ltd
• Health Assurance Acquisition Corp., a special purpose acquisition company, in its $500 million initial public offering of SAIL℠ (Stakeholder Aligned Initial Listing) securities
• Underwriter in connection with $200 million initial public offering of securities by Ivanhoe Capital Acquisition Corp., a special purpose acquisition company
• Summit Midstream Partners, LP (NYSE: SMLP) in a fully-consensual Term Loan restructuring involving Summit Midstream Partners Holdings, LLC
• Callon Petroleum Company in capital structure initiatives used to reduce borrowings on Callon’s credit facility, including entering into a $140 million cash generating overriding royalty interest ("ORRI") transaction with a private investment vehicle managed by Kimmeridge Energy, and a $300 million issuance of secured second lien notes and warrants

Prior to joining Golden Flag, Sean’s representative transactions included:

Mergers & Acquisitions

• Mountain Capital Partners in numerous acquisitions and fund formation
• Ensco plc in its $863 million all-stock acquisition of Atwood Oceanics, Inc.
• Rowan Companies, Inc. in its joint venture with Saudi Arabian Oil Company
• Weatherford International Ltd. in its $1 billion joint venture with Schlumberger, to create OneStim
• Rice Energy Inc. in its $2.7 billion acquisition of Vantage Energy, LLC
• BreitBurn Energy Partners L.P. in its $3 billion acquisition of QR Energy, LP
• Athlon Energy Inc. in its $7.1 billion sale to Encana Corporation
• LinnCo LLC in its $4.3 billion acquisition of Berry Petroleum Co.
• Plains Exploration & Production Company in its $9 billion acquisition by Freeport-McMoRan Copper & Gold Inc. of Plains Exploration & Production Company and McMoRan Exploration Company
• Plains Exploration & Production Company in its $450 million sale of a 20% interest in Plains Offshore Operations, Inc., the US-based Gulf of Mexico assets of Plains Exploration & Production Company
• Energy Transfer Partners LP in its $5.3 billion acquisition of Sunoco Inc.
• Energy Transfer Equity, L.P. in its $9.2 billion acquisition of Southern Union Company
• Rowan Companies, Inc. in its $1.1 billion sale of LeTourneau Technologies to Joy Global, Inc.
• K-Sea Transportation Partners L.P. in its $600 million sale to Kirby Corporation

Capital Markets

• Over 30 IPOs since January 1, 2010
• Initial purchasers in inaugural bond offering for Indigo Minerals
• Initial purchasers in inaugural bond offering for Covey Park Energy
• Athlon Energy Inc., BJ Services, Inc., Enduro Royalty Trust, K-Sea Transportation Partners LP, Pacific Coast Royalty Trust, VTTI Energy Partners LP and USD Partners LP in their initial public offerings
• Underwriters in initial public offerings of WildHorse Resources, Inc., Extraction Oil and Gas, Inc., EP Energy Corporation, PermaRock Royalty Trust and Eclipse Resources Corporation
• Underwriters in the initial public offerings of Alon Refining LP, CVR Refining LP, Dynagas LNG Partners LP, Enviva Partners LP, KNOT Offshore Partners LP, GasLog Partners LP, Golar LNG Ltd, Golar LNG Partners LP, Enable Midstream Partners LP, Franks International NV, Navios Maritime Midstream Partners LP, North Atlantic Drilling Ltd., QEP Midstream Partners LP, Seadrill Partners LLC, SunCoke Energy Partners LP, Valero Energy Partners LP and Western Gas Equity Partners LP
• Rowan Companies, Inc. in its notes offerings
• Underwriters in numerous follow-on debt and equity offerings by Matador Resources Company
• Underwriters in numerous follow-on debt and equity offerings by Enlink Midstream Partners LP
• Underwriters in numerous follow-on debt offerings by EP Energy LLC
• Underwriters in the $3 billion senior notes offering of Anadarko Petroleum Corporation
• Underwriters in numerous debt and equity offerings by Western Gas Partners, LP
• Weatherford International Ltd. in numerous debt and equity offerings

Partner, Latham & Watkins LLP