Jonathan E. Kidwell

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 

• Tailwater Capital in its sale of Tall Oak Midstream III to Summit Midstream (NYSE: SMC) for $450 million, including a 40% equity interest in Summit.
• Arcosa, Inc. (NYSE: ACA) in its $1.2 billion acquisition of Stavola, an aggregates-led and vertically integrated construction materials company.
• Devon Energy (NYSE: DVN) on its definitive purchase agreement to acquire the Williston Basin business of Grayson Mill Energy in a transaction valued at $5 billion.
• Honeywell (NASDAQ: HON) on its acquisition of Air Products’ (NYSE: APD) liquefied natural gas (LNG) process technology and equipment business for $1.81 billion.
• SM Energy Company (NYSE: SM) in its $2.55 billion acquisition of Uinta Basin assets from XCL Resources, LLC, and Northern Oil and Gas, Inc. (NYSE: NOG) in its concurrent $510 million acquisition of an undivided 20% stake of the oil and gas assets of XCL Resources, LLC.
• Consortium of Global Infrastructure Partners (GIP) and Canada Pension Plan Investment Board (CPPIB) in the $6.2 billion acquisition of ALLETE, Inc. (NYSE: ALE).
• KKR in its acquisition of a majority equity stake in Avantus, a premier developer of large utility-scale solar and solar-plus-storage projects.
• SCF Partners on its acquisition of the Pipeline and Industrial Materials business (PIM) from Entegris Inc.
• Sandbrook Capital’s investment in rPlus Energies, a leading private renewable energy developer.
• TG Natural Resources LLC in its $2.7 billion acquisition of Rockcliff Energy II LLC, an upstream natural gas company.
• Cureton Front Range LLC, a midstream company in the DJ Basin, on its sale to Williams Field Services Group, LLC, a subsidiary of The Williams Companies, Inc.
• Civitas on purchase of oil producing assets for approximately $2.1 billion from Vencer.
• LM Energy on the carveout sale of LM Energy’s crude oil gathering business in the Delaware Basin.
• Warwick Capital Partners and GRP Energy Capital in its purchase and sale agreement to sell certain mineral and royalty interests to Viper Energy Partners LP, a subsidiary of Diamondback Energy, Inc., for aggregate consideration of approximately $1 billion.
• Magnolia Oil & Gas Corporation (NYSE: MGY) in its wholly owned subsidiary’s entrance into a definitive purchase agreement to acquire certain oil and gas producing properties including leasehold and mineral interests in Giddings for $300 million.
• Morgan Stanley Infrastructure Partners in its acquisition of a majority stake in Crowley Wind Services, a leader in offshore wind energy solutions in the United States.
• Permian Resources Corporation (NYSE: PR) on a definitive agreement to acquire Earthstone Energy, Inc. (NYSE: ESTE) in an all-stock transaction valued at approximately $4.5 billion.
• Global Infrastructure Partners on its investment in RIO Grande LNG, a joint venture with TotalEnergies (NYSE: TTE), NextDecade, GIC and Mubadala Investment Company, which will own and operate the first three liquefaction trains and related common facilities (Phase 1) of the multi-plant integrated natural gas and liquefaction and liquefied natural gas export terminal facility to be at the Port of Brownsville, Texas.
• Civitas Resources on two definitive agreements to acquire oil producing assets in the Midland and Delaware Basins from affiliates of Hibernia Energy III, LLC and Tap Rock Resources, LLC, for total consideration of approximately $4.7 billion.
• 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.
• 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.
• 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

• The Heritage Group on its definitive agreement to sell a majority position of Heritage Environmental Services (a leading industrial waste management provider) to EQT Infrastructure.
• 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

• Kellanova (NYSE: K), a manufacturer of snacks, international cereal and noodles, North American plant-based foods, and frozen breakfast foods, on its $35.9 billion acquisition by Mars, Incorporated.
• Bain Capital Private Equity and US LBM, a leading distributor of specialty building materials in the United States, in connection with a definitive agreement for Bain Capital to sell a stake in US LBM to Platinum Equity.
• Bain Capital Private Equity on its acquisition of Harrington Process Solutions, a specialty distributor of industrial flow control process solutions.
• 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.