Hillary Holmes is a partner in the Houston office of Gibson, Dunn & Crutcher, Co-Chair of the firm’s Capital Markets practice group and a member of the firm’s Securities Regulation and Corporate Governance, Mergers & Acquisitions, ESG, Energy and Infrastructure, Oil and Gas, and Private Equity practice groups.

Ms. Holmes advises corporations, investment banks and private equity firms on long-term and strategic capital raising. She leads clients through all forms of capital markets and liability management transactions, including IPOs, equity offerings, investment grade debt offerings, 144A high-yield bond offerings, PIPEs, ATMs, green bonds, sustainability-linked bonds, blue energy transition bonds, tender offers, joint ventures, structured investments, preferred stock, direct listings and spin-offs. She also frequently counsels boards of directors, special committees and financial advisors in M&A transactions, take private deals and other complex situations. She regularly advises companies on obligations under federal securities laws, corporate governance and ESG issues. She brings a special expertise in the oil and gas and energy transition industries.

Known for her innovation, collaboration and solutions-oriented approach, clients turn to Ms. Holmes to guide them through bet-the-company transactions and to find creative solutions to get the deals done. She is top ranked by both Chambers USA and Chambers Global in the category that covers energy capital markets, as well as in the categories for M&A, energy transactions and corporate counseling. Named one of the 25 Most Influential Women in Energy by Oil & Gas Investor, she has been recognized as a Capital Markets Trailblazer by The National Law Journal, a Most Effective Dealmaker by Texas Lawyer and a Woman Who Means Business by the Houston Business Journal, and has received accolades from Legal 500, Law 360, IFLR, LawDragon500, Houston Bar Association, Greater Houston Women’s Chamber of Commerce and National Association of Women Attorneys, among others.

Clients note she is “extremely talented and has excellent judgment,” “a truly excellent corporate lawyer capable of handling complex transactions,” “an exceptionally good securities lawyer who knows the technical rules very well” and a “very thoughtful and very thorough” practitioner. Clients and peers note she impresses by being “an extremely hard worker and very commercial,” an “incredibly strong and practical lawyer who offers great client service,” “remarkably dedicated” and “incredibly knowledgeable.” Peers attest that “her analytical skills are of the highest quality” and “she is a phenomenal lawyer who is very engaged.”

Ms. Holmes regularly writes and speaks on topics relating to the U.S. capital markets, ESG issues, and the state of the energy industry. She serves on the Editorial Board of Insights: Securities Regulation, on the Advisory Board of the Institute for Energy Law, as a Co-Editor of the Securities Regulation and Corporate Governance Monitor and as the host of ALLY Energy’s Exploring ESG in Energy series. She is currently serving as President of the Society for Corporate Governance Houston Chapter.

Ms. Holmes is an advocate for diversity and inclusion and equal access to legal services.

Ms. Holmes represents clients in the following areas:

• Securities regulation and governance counsel to public and private companies
• Counsel to issuers and underwriters in all forms of capital raising in the energy industry, including initial public offerings (IPOs), bought deals, secondary offerings, CMPOs, 144A private placements of high-yield debt securities, green bonds, blue bonds, sustainability-linked bonds, preferred stock offerings, 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, 144A equity offerings (private IPOs), and direct listings
• Exchange Act reporting, SEC issues, proxy statements, NYSE and NASDAQ matters, corporate governance, insider trading, Reg FD and Rule 144, Section 13 and Section 16 compliance
• Counsel to corporate boards and independent committees, conflicts committees and financial advisors in complex M&A transactions and transactions involving conflicts of interest, including MLP simplifications, public company mergers, going private transactions, related party transactions and restructurings
• Mergers and acquisitions, joint ventures and strategic transactions
• Private equity financings and joint ventures, representing management and private equity

Representative Matters

Sample Recent Capital Markets

• Initial public offering of Excelerate Energy, an integrated LNG company
• Initial public offering of Aris Water Solutions, a leading produced water solutions company then-backed by ConocoPhillips, Trilantic, Yorktown and HBC
• High-yield 144A bond offering for Penn Virginia Corporation (nka Ranger Oil Corporation), using an escrow issuer structure, to finance its acquisition of Lonestar Resources
• LyondellBasell Industries $1.0 billion tender offer and $3.9 billion guaranteed bond offering (its largest ever)
• 144A offering of sustainability-linked bonds for Solaris Water Midstream, the first sustainability-linked bonds issued in the oil & gas industry and the first high-yield sustainability-linked bonds in the United States
• Reg S offering of blue energy transition bonds for Seaspan Corporation, a wholly-owned subsidiary of Atlas Corp.
• Underwriters in $3.5 billion bond offering by Western Midstream Partners and secondary equity offering by Occidental Petroleum
• Calumet Specialty Products Partners high-yield bond offering to finance development of renewable diesel refinery project
• Contango Oil & Gas’ multiple preferred stock private placements, common stock PIPEs, establishment of ATM program, and public equity offering
• Underwriters in Waste Management’s public offering of investment grade senior notes and abbreviated debt tender offer
• Underwriters in National Oilwell Varco’s public offering of senior unsecured notes and debt tender offer
• Underwriters in NuStar Energy’s registered bond offerings and preferred units offerings in its history
• Concho Resources’ largest bond offering in its history and bond repurchase
• Gran Tierra Energy’s debut high-yield cross-border bond offerings and tender offer for convertible senior notes
• Placement agent in private capital raise of units and warrants of Rock Tech Lithium to finance development of a high grade lithium hydroxide converter
• Financing in Rosehill Resources’ Chapter 11 restructuring
• Mesquite Energy (f/k/a Sanchez Energy)’s Chapter 11 exit financing of senior secured notes and subsequent private placement of senior secured notes and equity
• Energy industry management teams in negotiating investments from private equity firms
• Frequent underwriters counsel to investment banks, including Bank of America, Barclays, Citigroup, Credit Suisse, Cowen, Deutsche Bank, Goldman Sachs, Evercore, J.P. Morgan, Morgan Stanley, RBC and Scotia

Sample Mergers & Acquisitions

• $5.7 billion merger of Contango Oil & Gas with KKR’s Independence Energy
• Acquisition of Rattler Midstream Partners by Diamondback Energy, as counsel to the conflicts committee of the board of directors
• SilverBow Resources’ acquisition of Sundance Energy and several multi-million-dollar acquisitions of oil and gas assets and the company’s related equity financing
• Acquisition of BP Midstream Partners by BP plc, as counsel to the independent conflicts committee of the board of directors of BPMP
• Take private of Landmark Infrastructure Partners by Digital Bridge, as counsel to the independent conflicts committee of the board of directors
• Special independent committee of board of directors of Vine Energy Inc. in negotiations with Blackstone and merger with Chesapeake Energy Corporation
• Callon Petroleum Company’s acquisition of Primexx Energy Partners for cash and stock
• Key Energy Services’ sale of substantially all of its fluid management and salt water disposal well assets
• Hess Midstream Partners’ restructuring transaction with Hess Corporation and Global Infrastructure Partners and conversion to a corporation, as counsel to the independent conflicts committee of the board of directors of HESM
• Concho Resources’ merger with RSP Permian, the largest Permian consolidation transaction at the time
• American Midstream Partners’ take private by controlling sponsor ArcLight Energy Partners
• Houlihan Lokey Capital as financial advisor to Teekay LNG Partners in Stonepeak’s $6.2 billion acquisition of Teekay
• Intrepid Partners as financial advisor to Southwestern Energy Company in its $1.85 billion acquisition of GEP Haynesville
• Evercore Partners as financial advisor in EQT Midstream Partners’ separation from EQT
• Lazard as financial advisor in Carrizo Oil & Gas’ merger with Callon Petroleum

Counseling

• Securities regulation and governance counseling to many public and private companies of all sizes and industries, with a deep expertise in all subsectors of the energy industry
• Strategic counseling on sustainability and ESG initiatives and disclosures for companies in multiple industries
• Governance counseling for boards of directors and special committees

Recognitions

• Recognized by Chambers USA in Band 1 for Capital Markets: Debt & Equity – Central United States, 2019-2022 (the only woman and the youngest lawyer in the top tier)
• Recognized by Chambers Global in Band 1 for Capital Markets: Debt & Equity – Central United States, 2020-2022
• Recognized by Chambers Global for Energy: Oil & Gas Transactional – USA, 2022
• Recognized by Chambers USA for Capital Markets: Debt & Equity – Texas, 2015-2019 (when category discontinued)
• Recognized by Chambers USA for Nationwide Energy: Oil & Gas (Transactional), 2012-2013, 2018-2022
• Recognized by Chambers USA for Texas: Corporate / M&A, 2020-2022
• Named one of the “25 Most Influential Women in Energy” by Oil and Gas Investor / Hart Energy, 2022
• Recognized as “Finance, Banking and Capital Markets Trailblazer” by The National Journal, 2019
• Named “Most Effective Dealmaker” by Texas Lawyer, 2019 Professional Excellence Awards
• Recipient of 2020 GRIT Award – Executives Category, by ALLY by Pink Petro, 2021
• Named a Finalist for “Debt Capital Markets Lawyer of the Year” by Euromoney LMG for America’s Women in Business Law Awards, 2019-2022
• Named one of the “Top Eight Capital Markets Lawyers Under 40” by Law 360, “Rising Stars,” 2015 (the only lawyer in Texas)
• Recognized as one of 500 leaders in the U.S. legal profession by LawDragon 500, 2018-2022
• Recognized as a Texas Super Lawyer, 2018-2022
• Recognized in Who’s Who Legal-Energy (Law Business Research Ltd), 2014-2022
• Recipient of the Premier Women in Law Award, Association of Women Attorneys – Houston Chapter, 2017
• Recognized among “Women Who Mean Business” by the Houston Business Journal, 2018
• Awarded Houston Business Journal’s “40 under 40,” 2015
• Selected as “Women in the Fast Lane Role Model,” Houston Area Women’s Chamber of Commerce, 2017
• Selected for Leadership Forum Class of Fall 2016, Center for Houston’s Future
• Sole Recipient of the prestigious Woodrow B. Seals Outstanding Young Lawyer Award, Houston Young Lawyers Association, 2014
• Recognized as a Texas Super Lawyer-Rising Star (Thomson Reuters), 2007-2017
• Best Lawyers, Corporate and Securities/Capital Markets, 2016-2022
• “Energy & Projects Lawyer of the Year” Nominee (Up and Coming), Chambers USA Women in Law, 2013
• Recognized by H magazine as a “Professional on the Fast Track,” 2009
• Recognized in The Legal 500 U.S., 2013, 2015-2017, 2021

Pro Bono Service

• Board of Directors of Houston Bar Foundation, Finance Committee, 2021-present
• Board of Directors of Houston Volunteer Lawyers, 2017-2021
• Governance Committee of the Houston Bar Association, 2019-2020
• Counsel to pro bono clients, with a particular focus on matters involving violence against women and nonprofits
• Corporate or M&A counsel to Houston Bar Association, Harrison’s Heroes, Jesuit Volunteer Corps., Marshall Plan Charities, St. Luke’s United Methodist Church, Neighborhood Centers Inc./Baker Ripley, The Center for Pursuit and other significant nonprofit corporations in Texas

Professional Involvement

Ms. Holmes is active in professional organizations in Houston, including serving as an Advisory Board Member of the Institute for Energy Law; a member of the Board of Directors of the Houston Bar Foundation; a former member of the Board of Directors of Houston Volunteer Lawyers; President of the Society for Corporate Governance, Houston Chapter; a member of the Women on Boards 2020 Conference Host Committee; 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; a member of the National Association of Women Lawyers Conference Host Committee; a former Co-Chair of the Houston Young Lawyers Association’s Nonprofit-Law Committee; and a Life Fellow of the Houston Bar Foundation and the Texas Bar Foundation. Ms. Holmes is also Member Institute for Law and Economics Women in Business Law Initiative at the University of Pennsylvania Law School and 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. Ms. Holmes is a graduate of the Center for Houston Future’s Leadership Forum Class of 2016. She also is a member of the Board of Directors of grassroots non-profit Harrison’s Heroes and has been a community volunteer through the Junior League of Houston.

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 (one-year course). She was selected to serve as the law student representative to the Board of Trustees. 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. At Duke, she was elected president of the largest undergraduate student organization and served in other leadership roles. Ms. Holmes was also selected by University leadership to serve on the Board of Visitors of Trinity College of Duke University.

Sample Publications and Presentations

• Editorial Board: Insights: The Corporate and Securities Law Advisor
• Host: ALLY ESG “Exploring ESG in Energy” Monthly Educational Series
• Co-Editor: Securities Regulation and Corporate Governance Monitor
• Speaker: ESG in Energy – Managing Risk and Leveraging Opportunity, Energy Infrastructure Council Investor Conference, May 2022
• Strafford Webinar: Preferred Stock Basics and Developments, May 2022
• Speaker: ESG Effective Measurement and Accountability, Energy 2.0 Conference, May 2022
• Speaker: CCBJ’s Energy Industry ESG Leadership Forum, April 2022
• Keynote Speaker: Diversity and Inclusion in the Law Summit, April 2022
• Speaker: Institute of Energy Law, ESG’s Role in M&A, April 2022
• Client Alert: Summary of and Considerations regarding SEC Proposed Climate-Related Disclosure Rules, April 2022
• Speaker: The Business Imperative for ESG, Women’s Energy Network National Conference, March 2022
• Speaker: Corporate Board Diversity Standards and Their Effects, American University Business Law Review Symposium, March 2022
• Speaker: ESG Developments – Comparison of US and South Africa, Cape Town Stock Exchange Series, February 2022
• Speaker: Common Pitfalls in Drafting LLC and LP Agreements, Essentials in Business Law Conference, February 2022
• Speaker: Direct Listings, Strafford Webinar, February 2022
• Webcast: Capital Markets Review of 2021 and Predictions for 2022, December 2021
• Speaker: Essential SEC Updates, SEC Institute, December 2021
• Speaker: Five (Legal) Things to Know about ESG, Hart Energy’s ESG Conference, November 2021
• Podcast: Hart Energy’s “Energy ESG Newsletter,” How ESG Could Boost an Oil Producer’s Access to Capital, June 2021
• Speaker: Sustainability-Linked Financing, LSTA webcast, July 2021
• Speaker: Capital Markets Fairway: What Does Wall Street Want to See Now? And What Impact is ESG Having on Upstream Capital Raising?, Energy Capital Conference by Oil & Gas Investor, June 2021
• Speaker: ESG in the Energy Industry 101, ALLY Energy ESG Council, May 2021
• Speaker: ESG Legal Update: What Board Directors & Executives Need to Know, 50/50 Women on Boards Houston, May 2021
• Podcast: Corporate Counsel Business Journal’s “In-House Warriors,” Great Governance – ESG and the Purposeful Corporation, April 2021
• Webcast: The Role of ESG in Capital Markets, April 2021
• Speaker: Purposeful Business in Times of Crisis, Energy 2.0 Conference, April 2021
• Speaker: From Recruitment to Retention: The Role of Sponsorship & Mentorship, The Women in Law Summit Series: Driving Diversity in Law & Leadership, March 2021
• Client Alert: SEC Chair Lays Out a Climate and ESG-Oriented Agenda and Calls for Comments on Mandatory Climate-Related Disclosure Rules, March 2021
• Client Alert: SEC Announces Enforcement Task Force Focused on Climate and ESG Issues, March 2021
• Client Alert: Considerations for Climate Change Disclosures in SEC Reports, March 2021
• Client Alert: President Biden Issues Executive Orders on Climate Change Policy, February 2021
• Client Alert: Considerations for Preparing Your 2020 Form 10-K, February 2021
• Client Alert: Open Questions Remain after SEC Approves Primary Direct Listings on the NYSE, January 2021
• Client Alert: A Current Guide to Direct Listings, January 2021
• Client Alert: Nasdaq Proposes New Board Diversity Rules, December 2020
• Speaker: Capital Raising in the Current Climate, Rice University School of Business Energy Finance Summit, November 2020
• Lecture: Current Thoughts on ESG in the Energy Industry, Houston Business Ethics Forum, November 2020
• Speaker: ESG: Is It For Real?, Voices of Energy, ALLY by Pink Petro, October 2020
• Webcast: Raising Capital in the Current Environment VII: Going Private and Going Dark, November 2020
• Webcast: Raising Capital in the Current Environment V: ATM Programs and Rights Offerings, September 2020
• Speaker: Capital Markets and M&A Developments, Annual Houston CPA Energy Conference, August 2020
• Client Alert: A Double Edged Sword? A Critical Review of the SEC’s Amendments to Regulation S-K, August 2020
• Webcast: Public Energy Company Briefing: Considerations for Second Quarter 2020 Reports and Board Meetings, July 2020
• Distinguished Lecture: ESG in the Era of COVID-19 and $20 Oil, University of Texas Kay Bailey Hutchinson Center for Energy, Law and Business, May 2020
• Webcast: Public Energy Company Briefing: Considerations for First Quarter 2020 Reports and Board Meetings, April 2020
• Client Alert: Perspectives from One Month into the COVID-19 U.S. Outbreak: Public Company Disclosure Considerations, April 2020
• Energy Outlook: Risks and Opportunities Panel, Energy 2.0 Conference, Pink Petro, March 2020
• Webcast: Current Developments in Capital Markets Transactions in the Oil and Gas Industry, March 2020
• Speaker: Trends and Developments in Capital Raising in Midstream Sector, Institute for Energy Law, April 2019
• Speaker: SEC Reporting and Disclosure Considerations in the Oil and Gas Industry, Practising Law Institute, February 2019
• Webcast: IPOs and Capital Markets Developments in the Oil and Gas Industry, February 2019
• Webcast: The Capital Markets and Private Equity: From Pre-IPO Planning through Public Company Life, February 2019
• Speaker: Ethics in Energy Business Transactions, Houston Bar Association, January 2019
• Four Questions to Ask Before an IPO, Oil and Gas Investor Magazine, October 2018
• SEC and Capital Markets Update, Society for Corporate Governance-Houston Chapter Meeting, September 2018
• Institute for Energy Law, Mergers & Acquisitions in Energy, May 2018
• Columbia Law School M&A and Corporate Governance Conference, Capital Markets Panel, April 2018
• Joint Venture Traps to Avoid, Midstream Business Magazine, March 2018
• Going Public Without an IPO: New Rules Raise Questions, February 2018
• IPO and Public Company Readiness: Oil and Gas Industry Issues, February 2018
• SEC Staff Provides Important Guidance for Disclosure and Accounting Implications of the Tax Cuts and Jobs Act – Practical Considerations for Reporting Companies, December 2017
• SEC Proposes Amendments to Securities Regulations to Modernize and Simplify Disclosure, October 2017
• Drafting Issues in LLC Agreements, 38th Annual Conference on Securities and Business Law, May 2017
• Energy Capital Markets: 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