Jonathan E. Kidwell
Overview
Jonathan Kidwell is a partner in Kirkland’s Global Environmental Practice and leads the Practice on energy and infrastructure matters. Honored as both an “MVP of the Year” (2021) and a “Rising Star” (2019) by Law360, Jonathan is also recognized by The Legal 500 U.S. as “crucial in the growth of [Kirkland’s] environmental practice in Texas” and “among the most commercial environmental attorneys in the market.” Jonathan’s clients rely on him to identify and manage complex environmental compliance and liability issues, primarily in the context of corporate mergers, acquisitions and divestitures, bankruptcies, financing transactions and real estate investments. Jonathan has particular experience in the energy (conventional and renewable), waste management, manufacturing, chemical and mining sectors and his work has included hundreds of successfully closed deals in a wide range of commercial transactions and several high-profile bankruptcy matters. Jonathan routinely identifies and assesses environmental risks and liabilities, coordinates due diligence, negotiates with regulatory agencies, manages consultants and technical experts, drafts and negotiates contracts and agreements, coordinates lender issues, negotiates environmental insurance coverage, coordinates environmental regulatory approvals and pursues resolution of regulatory compliance and environmental liability issues. Jonathan also has substantial experience advising clients on environmental regulatory risks and trends, managing cleanups, permitting and navigating enforcement actions. Through the Practice, Jonathan maintains a worldwide network of environmental consulting and insurance and legal professionals to provide his clients with all necessary resources during or following their transactions or restructurings.
Jonathan is recognized in The Legal 500 U.S. for Environment: Transactional for 2017–2022.
Experience
Representative Matters
Jonathan counsels a broad range of clients including private equity firms and public companies on environmental compliance and liability issues, and has extensive experience in the following industries: conventional and renewable energy; upstream, midstream and downstream oil and gas; waste management, treatment and disposal; manufacturing; automotive, aerospace and transportation; chemicals; paper and packaging; consumer care products; food production and services; and pharmaceuticals.
Energy and Infrastructure
- Blue Source Sustainable Forests Co. on a $1.8 billion acquisition of entities managed by The Forestland Group, which owns 1.7 million acres of timberland.
- TPG Rise Climate on the closing of a Series C preferred investment in Ohmium International, a manufacturer of advanced proton exchange membrane electrolyzers able to produce green hydrogen.
- Delaware Basin Resources in its sale to Vitol’s U.S. upstream company VTX Energy Partners, LLC. The assets comprise 35,000 net leasehold acres and 46,000 surface acres across Reeves and Pecos counties in the Delaware Basin.
- Harvest Midstream on an agreement with Philips 66 to purchase the Belle Chasse Terminal, located in Plaquemines Parish, Louisiana.
- Diamondback Energy Inc. in its agreement to acquire all leasehold interest and related assets of Lario Permian, a unit of Lario Oil & Gas Co., and associated sellers for $1.44 billion.
- Diamondback Energy Inc. in its agreement to acquire FireBird Energy LLC in a cash- and-stock transaction valued at roughly $1.6 billion.
- Devon Energy Corp. on a definitive purchase agreement to acquire Validus Energy, an Eagle Ford operator, for total cash consideration of $1.8 billion.
- RimRock Oil & Gas, LP in its sale of its leasehold interest and related assets in the Williston Basin to Devon Energy Corp. (NYSE: DVN), for a total cash consideration of $865 million.
- Colgate Energy in its combination with Centennial Resource Development, creating $7 billion Delaware Basin pure-play.
- Executive Network Partnering Corp. (NYSE: ENPC), a special purpose acquisition entity, entered into a definitive agreement with Grey Rock Investment Partners, to complete a $1.3 billion business combination resulting in the formation of publicly traded Granite Ridge Resources, Inc.
- National Fuel Gas Co. (NYSE: NFG) on the divestiture of Seneca’s California oil and gas assets to Sentinel Peak Resources California LLC for total consideration between $280 million and $310 million.
- Cureton Front Range, a midstream oil and gas company based in Denver, Colorado, in its acquisition of a portfolio of midstream assets located in the state of Colorado, including the Gilcrest Gas System, from Aka Energy Group.
- Spring Valley Acquisition Corp., in its definitive business combination agreement with NuScale Power, LLC, the industry-leading provider of proprietary and innovative advanced nuclear small modular reactor technology. The combined company will have an estimated pro-forma enterprise value of approximately $1.9 billion.
- AEA-Bridges Impact Corp., in its definitive business combination agreement with LiveWire, Harley-Davidson’s electric motorcycle division, to create a new public company.
- ArcLight Clean Transition Corp. II, in its business combination with OPAL Fuels LLC, a vertically integrated producer and distributor of renewable natural gas. The business combination values OPAL Fuels at a pro forma enterprise value of $1.75 billion.
- The acquiring consortium and KKR in the definitive agreement where KKR and Global Infrastructure Partners will acquire all outstanding shares of common stock of CyrusOne Inc. (NASDAQ: CONE), a premier global data center REIT, in an all-cash transaction valued at approximately $15 billion.
- KKR in connection with the signing of definitive documentation to acquire the Thermal business of Clearway Energy, Inc., for $1.9 billion.
- Diversified Energy Company PLC in its conditional agreements to acquire certain upstream assets and infrastructure from Tapstone Energy Holdings, LLC.
- Primexx Energy Partners on the acquisition of its leasehold interests and related oil, gas and infrastructure assets by Callon Petroleum Company for approximately $788 million.
- EQT Infrastructure in its agreement to acquire Covanta Holding Corporation for $5.3 billion.
- Macquarie Asset Management and Ontario Teachers’ Pension Plan Board on the signing of an agreement to jointly acquire a 31.6 per cent stake in Puget Holdings from Canada Pension Plan Investment Board.
- Cypress Creek Renewables, a leading vertically integrated renewable energy platform, in its acquisition by EQT Infrastructure V fund from certain funds managed by HPS Investment Partners, LLC and Temasek.
- Colgate Energy in its $508 million definitive agreement to acquire certain upstream oil and gas assets from subsidiaries of Occidental.
- Infrastructure funds controlled by KKR in connection with the signing of definitive documentation to acquire the Atlantic Aviation business of Macquarie Infrastructure Corp. (NYSE: MIC) for $4.475 billion.
- The Carlyle Group in the acquisition of a controlling interest in a marine terminal joint venture.
- Waterfield Midstream LLC, a provider of water midstream infrastructure solutions in the Permian Basin, on the sale of all of its assets to Stonehill Environmental Partners.
- Summit Midstream Partners, LP in the financing for the development of the Double E Pipeline Project.
- ArcLight Clean Transition Corp., in a $1.6 billion transaction that will lead to Proterra Inc, an innovator in commercial vehicle electrification technology, becoming publicly listed.
- EQT Corp. (NYSE: EQT) in its $735 million acquisition of Chevron USA’s upstream and midstream assets in the Appalachian Basin.
- Chesapeake Energy Corporation (a premier oil and natural gas exploration and production company) and 40 of its subsidiaries in their Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas.
- Covia Holdings Corporation (a provider of diversified mineral-based and material solutions for global energy and industrial markets) and certain of its affiliates in connection with Covia’s prearranged Chapter 11 bankruptcy cases in the U.S. Bankruptcy Court for the Southern District of Texas.
- Blackbuck Resources, a portfolio company of Cresta Fund Management, in its acquisition of Cimarex Energy Co.’s Whites City produced water gathering and disposal infrastructure system in Eddy County, New Mexico and execution of a long-term produced water management agreement with Cimarex encompassing more than 40,000 acres.
- National Fuel Gas Company and affiliates Seneca Resources Company, LLC, NFG Midstream Covington, LLC and National Fuel Gas Midstream Company, LLC on the acquisition of all of Shell’s right, title and interest in certain upstream and midstream assets located primarily in Pennsylvania for an approximate purchase price of $541 million.
- BCE-Mach III LLC – acquisition of Alta Mesa Holdings, LP and its subsidiaries’ upstream oil and gas assets and Kingfisher Midstream, LLC and its subsidiaries’ midstream assets as part of the 363 sales process of the debtor sellers.
- 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.
- Murray Energy Holdings Co. (the largest privately-owned coal company in the United States) and certain of its subsidiaries in their Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Ohio.
- Westmoreland Coal Company (the sixth largest North American coal producer) and certain of its affiliates for environmental matters in Chapter 11 restructuring.
Waste Solutions
- Macquarie in its acquisition of GreenWaste and Zanker
- Macquarie Infrastructure Partners in its acquisition of Wheelabrator Technologies Inc., the second largest U.S. waste-to-energy business.
- Kinderhook Industries (and portfolio companies) in its:
- Circon Holdings on a definitive stock purchase agreement for the sale of Circon to Covanta Holding Corporation
- carve-out acquisition of Adler Tank Rentals, LLC, a national provider of tank and container rentals for the storage, transportation, and separation of hazardous and non-hazardous liquids and solids, from McGrath RentCorp
- sale of ACV Enviro Corporation, a leading regional provider of integrated hazardous and non-hazardous waste management services throughout the Northeastern United States
- acquisition of Live Oak Environmental, LLC, a premier waste management and trucking company in Louisiana
- Capital Waste Services and EcoSouth Services of Mobile in their acquisition of certain assets of Santek Waste Services
- Circon Environmental, a waste management solutions company, in its acquisition of Water Integrated Treatment Systems
- acquisition of Chemtron Corporation, a leading hazardous waste management provider in the Midwest
- Chemtron’s add-on acquisition of Vexor Technology, a provider of non-hazardous waste processing services and alternative energy products
- acquisition of Gold Medal Enviro Services, a waste and recycling services company
- acquisition of Intergulf Corp., an industrial liquids management company
- Intergulf’s add-on acquisition of Lonestar Ecology, LLC, a centralized wastewater treatment plant operator
- sale of Rizzo Environmental Services, a provider of municipal solid-waste collection services
- acquisition of Allstate Power Vac, an environmental and industrial services provider
- acquisition of Sumter Transport, a provider of waste removal, transportation and disposal solutions
- acquisition of CVCC (d/b/a Clean Venture and Cycle Chem), an environmental clean-up contractor that provides hazardous and non-hazardous waste management services
Manufacturing and Chemicals
- Represented Dunn Paper Holdings, LLC and its affiliates and subsidiaries in connection with an out-of-court restructuring.
- Resonetics, a pioneer in advanced engineering, product development, prototyping and manufacturing solutions for the life sciences industry, in its acquisition of Memry Corporation and SAES Smart Materials, Inc. from SAES Getters S.p.A, for $900 million.
- KKR on the sale of Minnesota Rubber and Plastics, a leading provider of materials science-based elastomer and thermoplastic solutions, to Trelleborg Group for approximately $950 million.
- KKR and its portfolio company, C.H.I. Overhead Doors (C.H.I.), a leader in the garage door industry, on their definitive agreement to sell C.H.I. to Nucor Corporation in a transaction valued at $3.0 billion.
- Allegion plc in the acquisition of Access Technologies, a carveout divestiture from Stanley Black & Decker, for $900 million.
- Antylia Scientific, a diversified life science tools business, on the sale of its Masterflex business unit to Avantor for $2.9 billion.
- KKR in its agreement to invest in Charter Next Generation, a leading producer of specialty films used in flexible packaging, industrial, healthcare, and consumer applications.
- Audax in its sale of Gabriel Performance Products to Huntsman Corporation.
- GTCR in its acquisition of EaglePicher Technologies, LLC, a leading U.S. battery manufacturer.
- Greenbriar Equity Group in the acquisition and subsequent sale of EDAC Technologies Corp.
- The Carlyle Group in its acquisition alongside TA Associates of WU Holdco, Inc. (Weiman), a manufacturer and distributor of specialty cleaning products.
- L Catterton in its joint sale with the Lang family of Ainsworth Pet Nutrition to The J.M. Smucker Company for $1.9 billion.
- Bain Capital Private Equity and Consolidated Container Co. in the $1.2 billion sale of Consolidated Container Co. to Loews Corp.
- Olympus Partners in its sale of The Waddington Group, a major global packaging manufacturer, to Jarden Corp. for $1.35 billion.
- Vestar Capital Partners on the acquisition and subsequent sale of Woodstream, a leading manufacturer and marketer of branded pest and animal control as well as lawn and garden products.
Clerk & Government Experience
Summer Law ClerkUnited States Attorney's Office for the District of Columbia2006
Legislative AssistantUnited States House of Representatives2002–2005
More
Thought Leadership
Seminars
Panelist, “Energy, Climate, ESG & Environmental Matters in Congress and the Biden Administration,“ September 23, 2021.
Panelist, “Energy, Climate, ESG, Environmental and Tax Matters in the First 100 Days of the Biden Administration,“ May 11, 2021.
Panelist, “Webinar: Energy, Climate and Environmental Matters in a Biden Administration,” November 19, 2020.
Presenter, “Colorado Senate Passes Oil and Gas Bill SB 181,” April 10, 2019.
Press Mentions
Quoted, “Biggest Environmental Policy Actions To Watch In 2022,” Law360, January 3, 2022.
Quoted, “How Biden Plans to Cut Methane Emissions,” Law360, September 17, 2021.
Quoted, “The Biggest Environmental Rulings of 2021: Midyear Report,” Law360, July 9, 2021.
Publications
Co-Author, "EPA Proposes Rule to Expand Requirements for Coal Ash at Power Plants: Notable Features, Implications and Next Steps," June 6, 2023
Co-Author, "EPA's Proposed New Emission Limits are Latest Development in Conflicting Visions to Regulate Power Plants," May 17, 2023
Co-Author, "PFAS Update: EPA Proposes National Standard to Regulate PFAS in Drinking Water," March 20, 2023
Co-Author, "Biden Administration Proposes Stricter Standards for Oil and Gas Methane Emissions," November 17, 2022
Co-Author, "New Lease Areas, Record-Breaking $4.37B Lease Sale Showcase Big Bet on the U.S. Offshore Wind Sector — What Comes Next?" April 29, 2022
Co-Author, "Onshore Federal Oil and Gas Leasing Resumes," April 2022
Co-Author, "Fifth Circuit Panel Sides with Biden Administration in Ongoing Fight with Certain States Over the Use of “Social Cost of Carbon” in Regulatory Decision-Making," March 18, 2022.
Co-Author, "Latest Twist in Oil and Gas Lease Moratorium: Court Revokes Federal Oil and Gas Lease Sale, Citing Faulty Climate Review," February 4, 2022.
Co-Author, "Biden Administration and Congress Focus on Methane Emissions," November 5, 2021.
Co-Author, "Proposed Build Back Better Legislation Includes Important Changes for Oil and Gas," November 3, 2021.
Co-Author, “Biden Charts Future of U.S. Infrastructure in Ambitious American Jobs Plan,” April 2, 2021.
Co-Author, “Biden Administration’s Energy, Environmental, and Climate Policies: Latest Updates and Actions (March 29, 2021),” March 29, 2021.
Co-Author, “Biden Administration’s Energy, Environmental, and Climate Policies: Week in Review,” January 29, 2021.
Co-Author, “Biden Administration is Off to a Fast Start: Day One Actions on Energy, Environmental, and Climate Issues,” January 21, 2021.
Co-Author, “Sweeping Energy and Infrastructure Provisions and Incentives in COVID-19 Relief Bill Signal Important Changes Coming in 2021,” December 30, 2020.
Co-Author, “The Prospect of a Biden Administration: What Does it Mean for the Electricity Sector?” August 20, 2020.
Co-Author, “The Prospect of a Biden Administration: What Does it Mean for Oil and Gas?” July 27, 2020.
Co-Author, "Up in the Air: The Affordable Clean Energy Rule Faces Litigation Challenges and Resulting Regulatory Uncertainty,” September 6, 2019.
Co-Author, “New Voluntary EPA Program Gives New Owners of Upstream Oil and Gas Facilities More Time to Comply with Clean Air Act Emissions Requirements,” April 10, 2019.
Co-Author, “Passage of Senate Bill 19-181: New Era of Change and Uncertainty for Oil and Gas Operations in Colorado,” April 8, 2019.
Recognition
Honored in Law360 as “MVP of the Year” for Environmental, 2021
Honored in Law360 as “Rising Star” for Environmental, 2019
Recognized in Lawdragon “500 Leading US Energy Lawyers,” 2023
Recognized in Lawdragon “500 Leaders in Environmental Law,” 2023
Recognized in The Legal 500 U.S. for Environment: Transactional, 2017–2022
Kirkland’s Texas Environmental Practice recognized as “Band 1” (Chambers)
Kirkland’s Nationwide Environmental Practice recognized as “Band 1” (Chambers) and “Tier 1” (Legal 500)
Credentials
Admissions & Qualifications
- Texas
- District of Columbia
- Massachusetts
Languages
- English
- German
Education
- Notre Dame Law SchoolJ.D.cum laude2008
- Yale UniversityB.A.2002