David Wheat focuses his practice on mergers, acquisitions and divestitures involving large public and private corporations and partnerships. He also handles bankruptcy, workout and restructuring tax matters.

He has over 30 years of experience in these areas and has worked in the private equity industry since the late 1980’s. Over that time, he has represented a range of clients from Chevron Corporation to KKR.

David has served as Chair of the Tax Section of the State Bar of Texas and the Chair of the Tax Section of the Dallas Bar Association. He has been actively involved in the American Bar Association’s Tax Section, serving as Chair of the Corporate Tax Committee, Council Director and currently as Vice-Chair of Administration.

David has planned and participated in some of the leading tax seminars in the country. He has served as President of the Southern Federal Tax Institute and as long time officer and moderator of the Texas Federal Tax Institute. He is also a frequent speaker at PLI, TEI, ABA, NAPAC and other leading tax seminars.

David has been honored as a Tier One tax lawyer in Chambers, a Top 100 Texas Super Lawyer and Dallas Tax Lawyer of the Year. He is a fellow in the American College of Tax Counsel.

He has been lead tax counsel on numerous large transactions, including recently KKR’s $4.4 billion take private of Atlantic Aviation and Noble Corporation’s $3.4 billion merger with Maersk Drilling. David has obtained ground breaking IRS rulings, including three separate rulings in the seminal bankruptcy of Energy Future Holdings.

David has been involved in the following representations:

• 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 the pending 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

Kirkland & Ellis LLP

Kirkland’s tax practice has a first-class international reputation for sophisticated tax counseling on multinational tax issues and transactions, and successfully representing its clients in tax disputes worldwide.

Described as “excellent” and “extremely knowledgeable in tax structuring” (The Legal 500), Kirkland’s tax practice provides its clients with cutting-edge tax advice in domestic and cross-border transactions. Ranging from the largest public company to the full spectrum of private equity and sponsor-initiated transactions, Kirkland’s tax attorneys are involved in the broadest scope of transactional matters in the marketplace. In all matters, the goal is to achieve our client’s business objectives in the most efficient way possible.

Kirkland’s reputation is unequaled worldwide in both restructuring and private equity. Kirkland’s tax attorneys have unmatched experience in representing both debtors and creditors in restructuring situations, working closely with our market-leading restructuring practice. Our private equity tax attorneys have more experience in representing private equity funds and investment funds than virtually any other group of attorneys in the world, whether it be setting up investment vehicles or completing investments, acquisitions, and dispositions.

Kirkland’s tax team also effectively represents clients in tax disputes and provides skilled and experienced advocacy on behalf of clients at every stage of the tax controversy process, from pre-audit planning, to audit through administrative appeals and post-appeals mediation, in competent authority matters, and in tax litigation in Federal and state courts. Kirkland’s tax attorneys bring a wealth of experience in dealing with the IRS and other taxing authorities in order to resolve disputes effectively and efficiently.