Sean T.
Wheeler

Global Co-Chair of the M&A practice and Head of the Houston office, Sean T. Wheeler represents public and private companies in their most complex transactions. Sean’s experience spans the entire range of M&A activity, including strategic mergers, joint ventures, take-privates and cross-border transactions. He has counseled clients across numerous industries, including energy, infrastructure, healthcare, technology, real estate and travel.

Sean has been featured in multiple industry publications and awards programs. He has been named a Dealmaker of the Year, Most-Effective Deal-Maker and Texas Trailblazer by Texas Lawyer; a Dealmaker of the Year by The Am Law Daily and a Law360 MVP of Energy. He has also been recognized by Chambers Global, Chambers USA, IFLR1000, Law360, The Legal 500, Texas Lawyer, Texas Monthly, Law and Politics, The Best Lawyers in America and The Am Law Daily.

Sean’s representations have included:

Mergers & Acquisitions

• BJ Services in the sale of its cementing business and fracturing assets in Chapter 11
• Bluescape Clean Fuels in its definitive business combination agreement with CENAQ Energy Corp.
• Brookfield Infrastructure in its $6.9 billion joint venture with Blackstone Infrastructure to acquire a 42% stake in Cheniere Energy Partners (NYSE: CQP)
• Callon Petroleum Company (NYSE: CPE) in its $4.5 billion all-stock sale to APA Corporation (NASDAQ: APA) and its $3.2 billion acquisition of Carrizo Oil & Gas (NASDAQ: CRZO) in an all-stock transaction
• Colgate Energy Partners III in its $3.9 billion merger of equals with Centennial Resource Development (NASDAQ:CDEV) to create the largest pure-play E&P in the Delaware Basin
• Diamondback Energy (NASDAQ: FANG) in its $4.45 billion drop down sale of certain mineral and royalty interests to Viper Energy, its acquisition of certain subsidiaries of Double Eagle IV Midco in exchange for 6.9 million shares of Diamondback common stock and $3 billion cash, its acquisition of all leasehold interest and related assets of Lario Permian and certain associated sellers in exchange for
  4.18 million shares of Diamondback common stock and $850 million of cash, 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 and in the exchange of certain of its Delaware Basin assets and $238 million in cash for TRP’s Midland Basin assets
• Diamond Offshore Drilling (NYSE: DO) in its $1.6 billion sale to Noble Corporation (NYSE: NE)
• DNOW (NYSE: DNOW) in its $1.5 billion all-stock acquisition of MRC Global (NYSE: MRC)
• Energy Transfer (NYSE: ET) in its $7.1 billion acquisition of Crestwood Equity Partners (NYSE: CEQP)
• HealthCor Catalio Acquisition Corp. (NASDAQ: HCAQ) in its $580 million combination with Hyperfine and Liminal Sciences
• Helmerich & Payne (NYSE: HP) in its $1.9725 billion all-cash acquisition of KCA Deutag International
• HighPoint Resources Corp. (NYSE: HPR) in its $376 million combination with Bonanza Creek Energy (NYSE: BCEI)
• Höegh LNG Holdings in its definitive merger agreement with Höegh LNG Partners (NYSE: HMLP) to acquire all of the outstanding publicly held common units of the partnership in a going private transaction
• Iconic Sports in its investment in London-based group Eagle Football, which acquired a significant controlling stake in Olympique Lyonnais Groupe SA
• Ivanhoe Capital Acquisition Corp. in its $3.6 billion combination with SES Holdings
• Marathon Oil Corporation (NYSE: MRO) in its $22.5 billion all-stock sale to ConocoPhillips (NYSE: COP)
• Maverick Natural Resources in its $1.275 billion acquisition by Diversified Energy (NYSE: DEC) and its merger with FourPoint Energy to create Unbridled Resources
• Newfield Exploration Co. (NYSE: NFX) in its approximately $5.5 billion acquisition by Encana Corp. (TSX, NYSE: ECA) in an all-stock transaction
• NexTier Oilfield Solutions (NYSE: NEX) in its $5.4 billion merger of equals with Patterson-UTI Energy (NASDAQ:PTEN)
• Noble Corporation (NYSE: NE) in its $3.4 billion all-stock merger of equals with Maersk Drilling (CSE: DRLCO) and its acquisition of Pacific Drilling Co. in an all-stock transaction
• ONEOK (NYSE: OKE) in its $18.8 billion acquisition of Magellan Midstream Partners (NYSE: MMP), its $3.3 billion acquisition of Global Infrastructure Partners’ entire interest in EnLink Midstream (NYSE: ENLC), its $2.6 billion acquisition of Global Infrastructure Partners’ equity interests in Medallion Midstream and its acquisition of the outstanding publicly held common units of EnLink Midstream (NYSE:ENLC) for $4.3 billion in ONEOK common stock
• Parsley Energy (NYSE: PE) in its $2.27 billion all-stock acquisition of Jagged Peak Energy (NYSE: JAG)
• Penn Virginia Corporation (NASDAQ: PVAC) in its $370 million merger with Lonestar Resources US (OTCQX: LONE) and in Juniper Capital Advisors’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
• Ranger Oil Corporation (NASDAQ: ROCC) in its $2.5 billion acquisition by Baytex Energy Corp. (TSX, NYSE: BTE)
• Revolution II WI Holding Company, an affiliate of Mountain Capital Partners, in its approximately $201.5 million acquisition of Jones Energy II (OTC: JEII) in an all-cash transaction
• Rowan Companies (NYSE: RDC) in its $12 billion combination with Ensco (NYSE: ESV) in an all-stock transaction
• Schlumberger (NYSE: SLB) in the sale of its North American onshore hydraulic fracturing business to Liberty Oilfield Services (NYSE: LBRT)
• SemGroup Corp. (NYSE: SEMG) in its approximately $5.1 billion sale to Energy Transfer (NYSE: ET)
• Special Committee of the Board of Directors of TerraForm Power (NASDAQ: TERP) in its $1.58 billion sale to Brookfield Renewable Partners (NYSE: BEP)
• Conflicts Committee of the Board of Directors of the general partner of TC PipeLines (NYSE: TCP) in its approximately $1.68 billion all-stock acquisition by TC Energy Corporation (NYSE: TRP)
• Vector Acquisition Corporation in its $4.1 billion definitive merger agreement with Rocket Lab USA
• Whiting Petroleum Corp. (NYSE: WLL) in its $6 billion merger of equals with Oasis Petroleum (NASDAQ: OAS)
• WPX Energy (NYSE: WPX) in its $12 billion all-stock merger of equals with Devon Energy Corporation (NYSE: DVN)

Capital Markets

• Callon Petroleum Co. (NYSE: CPE) in its $600 million offering of 7.50% senior unsecured notes and 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
• Catalyst Partners Acquisition Corp. (NASDAQ: CPARU) in its $300 million initial public offering
• Delek Logistics Partners (NYSE: DKL) in its at‑the‑market offering of up to $100 million in common units representing limited partnership interests
• 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 and in the underwritten secondary offering of 650,000 shares of common stock by certain selling stockholders for total gross proceeds of $84 million
• Health Assurance Acquisition Corp. in its $500 million initial public offering of SAIL℠ (Stakeholder Aligned Initial Listing) securities
• 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
• Skydeck Acquisition Corp. in its $200 million initial public offering
• Summit Midstream Partners (NYSE: SMLP) in a fully‑consensual Term Loan restructuring involving Summit Midstream Partners Holdings
• Underwriters in the $110 million follow‑on equity offering by Golar LNG Limited (NASDAQ: GLNG)
• Underwriter in connection with $200 million initial public offering of securities by Ivanhoe Capital Acquisition Corp.
• Underwriter in connection with $500 million initial public offering of SAIL℠ (Stakeholder Aligned Initial Listing) securities by Revolution Healthcare Acquisition Corp.
• A private company in the issuance of over $200 million of asset backed securities secured by operated producing oil and gas wells
• Issuers in numerous offerings by special purpose acquisition companies in the technology, healthcare, real estate, travel, financial services and energy industries

Sean is a frequent speaker on M&A matters and has been featured in seminars and legal publications held by a numerous organizations, including The American Association of Professional Landmen; The Foundation for Natural Resources and Energy Law’s Advanced Landman’s Institute; Independent Petroleum Association of America; Rice Energy Finance Summit; Institute for Energy Law; NorthAm Minerals & Royalties Assembly; Texas General Counsel Forum; EIC Investor Conference; Harvard Business School Aerospace Club and the World Oilman’s Mineral & Royalty Conference.