Biography

Hillary Holmes is a partner in the Houston office of Gibson, Dunn & Crutcher and a member of the firm's Capital Markets, Energy and Infrastructure, Securities Regulation and Corporate Governance, and Mergers and Acquisitions practice groups.  Her practice focuses on securities offerings and SEC and governance counseling for master limited partnerships (MLPs) and corporations in all sectors of the oil & gas energy industry.  She represents public companies, private companies, MLPs and investment banks in all forms of capital raising transactions, including IPOs, registered offerings of debt and equity securities, private placements of debt and equity securities, and spin-offs. She also advises boards of directors, conflicts committees, and financial advisors of energy companies in complex transactions.

Ms. Holmes has been named one of the top young capital markets lawyers in the United States and assisted clients with some of the most complicated and exciting transactions in the energy space.  She is ranked by Chambers USA in Texas Capital Markets: Debt & Equity, which noted she is "absolutely excellent," "very talented," "remarkably dedicated," and "incredibly knowledgeable; she makes the subject matter understandable."  Clients recognize that she has "extremely sound judgment" and is "the hardest working lawyer I know," and peers attest that "she is a phenomenal lawyer who has good judgment, is very engaged, and clients love her."

Representative Matters*

  • Counsel to corporations, MLPs and underwriters in all forms of capital raising in the energy industry, including initial public offerings (IPOs), 144A equity offerings (private IPOs), bought deals, overnight offerings, secondary offerings, CMPOs, 144A private placements of high yield debt securities, registered offerings of debt securities, at-the-market continuous offering programs (ATMs), tender offers, exchange offers, registered direct offerings, PIPEs, private debt exchanges, private investments
  • Over $30 billion in energy capital markets transactions, including:Shell Midstream Partners, L.P. (largest MLP IPO in history at the time and only MLP by a major oil company), Columbia Pipeline Partners LP (largest MLP IPO in history), Select Energy Services IPO, NuStar Energy L.P., Calumet Specialty Products Partners, L.P., Carrizo Oil & Gas, EnVen Energy Ventures, Sanchez Production Partners, Halcon Resources Corporation, Rockwater Energy Services, GlobeLTR, SemGroup, Core Laboratories, among others
  • Corporate counsel to public and private companies and MLPs in the energy industry, including Penn Virginia Corporation, American Midstream Partners, Chesapeake Energy Corporation, Noble Corporation, Sempra Energy, Traverse Midstream, Arsenal Resources Corporation, Gran Tierra Energy, among others
  • Investment banks and financial advisors regularly represented include Barclays, Bank of America Merrill Lynch, Citigroup, Credit Suisse, Evercore Partners, FBR Capital Markets, Goldman Sachs, Intrepid Partners, Jefferies, J.P. Morgan, Morgan Stanley, Raymond James, RBC, Tudor, Pickering & Holt, Simmons & Co, UBS, Wells Fargo, among others
  • Exchange Act reporting, SEC issues, proxy statements, NYSE and NASDAQ matters, counseling board of directors, corporate governance, insider trading and Reg FD issues, Rule 144 and Section 16 compliance
  • Counsel to corporate boards and independent committees, MLP conflicts committees, and financial advisors to committees in complex transactions, including MLP drop downs and public company mergers
  • Over $10 billion in energy industry spin-offs, including spin-off by Noble Corporation of Paragon Offshore, spin-off by Chesapeake Energy Corporation of Seventy Seven Energy, and spin-off by McDermott International, Inc. of Babcock & Wilcox
  • Over $20 billion in M&A transactions for energy companies, representing buyers, sellers and financial advisors, including $2.8 billion stock sale of well support division of publicly traded energy company (Seller), $2.2 billion stock acquisition of private company by publicly traded offshore driller (Buyer), and $1.0 billion stock sale of Latin America land-based segments by publicly traded offshore driller (Seller)
  • Private equity financings and joint ventures in the E&P and well services industries (representing management and private equity)

Recognition

  • Top Ranked in Chambers USA for Capital Markets (Band 3, 2016, 2017; Up & Coming, 2015)
  • Top Ranked in Chambers USA for Energy: Oil & Gas - Transactional (Nationwide) (Up & Coming), 2012 & 2013
  • Named one of the Top Eight Capital Markets Lawyers Under 40 by Law 360, "Rising Stars" 2015 (the only lawyer in Texas)
  • Recognized in Who's Who Legal-Energy (Law Business Research Ltd), 2014-2016
  • Recognized in The Legal 500 U.S., 2013, 2015, 2016
  • Recipient of the Premier Women in Law Award, Association of Women Attorneys – Houston Chapter, 2017
  • Sole Recipient of the prestigious Woodrow B. Seals Outstanding Young Lawyer Award, Houston Young Lawyers Association, 2014
  • Leadership Forum, Center for Houston's Future, Fall 2016 Class
  • Awarded Houston Business Journal's "40 under 40", 2015
  • Women in the Fast Lane award, Houston Area Women's Chamber of Commerce
  • Energy & Projects Lawyer of the Year Nominee (Up and Coming), Chambers USA Women in Law, 2013
  • Recommended in the International Who's Who of Business Lawyers-Energy (Law Business Research Ltd), 2013
  • Recognized as a Texas Super Lawyer-Rising Star (Thomson Reuters), 2007-2016
  • Awarded "Deal of the Week," Texas Lawyer, March 2014, October 2014, July 2017
  • Recognized by H magazine as a "Professional on the Fast Track," 2009
  • Best Lawyers, Corporate and Securities/Capital Markets, 2016-2018

Pro Bono Service

  • Member of Board of Directors of Houston Volunteer Lawyers 2017-2020 (appointed by Board of Directors of Houston Bar Association)
  • Counsel to pro bono clients with a particular focus on matters involving violence against women and nonprofits; served as corporate or transactional counsel to Houston Bar Association, Jesuit Volunteer Corps., Marshall Plan Charities, St. Luke's United Methodist Church, Neighborhood Centers Inc. and others
  • Former chairperson of Baker Botts Houston Pro Bono Committee; redesigned and managed an award-winning program that donated an average of 10,000 hours of pro bono service annually and increased participation to include over 70% of all lawyers

Professional Involvement

Ms. Holmes is active in professional organizations in Houston, including as a Houston Bar Association Ambassador; a member of the Campaign for the Homeless Committee, Continuing Legal Education Committee, and Lawyers for Literacy Committee of the Houston Bar Association; former Co-Chair of the Houston Young Lawyers Association's Nonprofit-Law Committee; a Life Fellow for the Houston Young Lawyers Foundation; and a Life Fellow of the Texas Bar Foundation.  Ms. Holmes also previously served the State Bar of Texas as Co-Vice-Chair of the Women in the Profession Committee and as a member of the Committee to Select Minority Directors.

Sample Publications

  • Securities and Exchange Commission Releases Public Statement on Cybersecurity, September 2017
  • Shark Tank the Day After:Drafting Issues in LLC Agreements, Texas State Bar CLE, May 2017
  • Energy Mergers & Acquisitions: A Year in Review, Platt's Energy Law Report, June 2016
  • MLP Corporate Lawyer Panel, Annual Investor Conference of the Association of Master Limited Partnerships, June 2016
  • Joining a Public Company Board of Directors, PWC's Women's Energy Initiative, May 2016
  • Master Limited Partnerships and Their Benefits and Risks, Law360, March 2016
  • Examination of FIBRA E and MLP, Mexican Public Accountants College 10th Annual International Tax Conference, February 2016
  • Interesting MLP Transactions in 2015, Tax Executives Institute, February 2016
  • Considerations in Drafting Limited Partnership and Limited Liability Company Agreements, 38th Annual Conference on Securities and Business Law, February 2016
  • The Outlook for MLPs and YieldCos, 2016 Power and Natural Gas M&A Conference, February 2016
  • The Era of the Big MLP, Electric Energy T&D Magazine, July 2015
  • Questions and Answers About Going Public as an MLP, Midstream Business Magazine, June 2015
  • Basics of MLPs in the Fuels Marketing Business, American Bar Association, April 2015
  • YieldCos and MLPs as Financing Vehicles, 27th Annual SNL Power & Gas M&A Symposium, February 2015
  • 5 Misconceptions About MLPs, Texas Lawyer Magazine, November 2014

Education

Ms. Holmes earned her Juris Doctor in 2003 from the University of Pennsylvania Law School, where she was Associate Editor of the Journal of Constitutional Law.  She received a Certificate in Public Policy Studies and Management from the Wharton School of the University of Pennsylvania.  In 1998, she graduated cum laude from Duke University, where she received a Bachelor of Arts degree in public policy studies and women's studies.


 

* Includes matters handled prior to joining Gibson, Dunn & Crutcher

Education

  • University of Pennsylvania - 2003 - Juris Doctor
  • Duke University - 1998 - Bachelor of Arts

Admissions

  • Texas Bar