Hillary Holmes is co-partner in charge of the Houston office, 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, Oil and Gas, and Energy and Infrastructure Practice Groups.

Hillary advises corporations, investment banks and institutional investors on long-term and strategic capital raising. She regularly counsels companies on obligations under federal securities laws, corporate governance and ESG issues. She also counsels boards of directors, special committees and financial advisors in M&A transactions, take privates and complex situations. She brings a deep expertise in the energy industry.

Known for her innovation, collaboration and technical skill, clients turn to Hillary to guide them through bet-the-company transactions and to find solutions to get deals done. Chambers Global  consistently ranks her in the highest tier for energy capital markets, as well as for energy M&A and corporate counseling. Named an Energy MVP by Law 360  twice and 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, a Woman Who Means Business by the Houston Business Journal, a Leading Dealmaker in the US by LawDragon 500, and Corporate Lawyer of the Year (Houston) by her peers through Best Lawyers.

Clients note Hillary is “extremely talented and has excellent judgment,” “highly effective in negotiating for her clients,” and a “very thoughtful and very thorough practitioner.”  Clients and peers note she impresses by being “the best capital markets lawyer I have ever worked with,” “an extremely hard worker,” 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.”

Hillary is an officer of the Society for Corporate Governance Houston Chapter and a member of the Executive Council of the KBH Center for Law, Energy and Policy at the University of Texas.  Hillary also currently serves on the Editorial Board of Insights: Securities Regulation,  on the Advisory Board and the ESG Strategies Committee of the Institute for Energy Law, as a Co-Editor of the Securities Regulation and Corporate Governance Monitor,  and as founder and host of ALLY Energy’s Exploring ESG in Energy  series. 

Hillary regularly writes and speaks on topics relating to the U.S. capital markets, ESG issues, and the state of the energy industry. Hillary is an advocate for diversity and inclusion and equal access to legal services.

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
• Gran Tierra Energy 144A secured bond offering, bond tender offer and consent solicitation
• 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
• SilverBow Resources’ debut registered offering of common stock to finance acqustion of oil and gas assets
• 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
• LyondellBasell Industries’ inaugural green bond offering
• Reg S offering of blue energy transition bonds for Seaspan Corporation
• 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 offerings 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
• 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
• Frequent underwriters counsel to investment banks, including Bank of America, Barclays, Citigroup, Credit Suisse,  Deutsche Bank, Goldman Sachs, Evercore, J.P. Morgan, Morgan Stanley, RBC and Scotia

Sample Mergers & Acquisitions

• Acquisition of Holly Energy Partners by HFSinclair by cash and stock, as counsel to the independent conflicts committee of the board of directors
• Acquisition of Green Plains Partners by Green Plains Inc. for cash stock, as counsel to the independent conflicts committee of the board of directors
• Sale of substantially all assets of Mesquite Energy, Inc.
• Ovintiv’s acquisition of three companies from EnCap for $4.2 billion and concurrent sale of assets to EnCap
• Take private of Atlas Corp.
• Corporate conversion and simplification of Calumet Specialty Products Partners, L.P.
• $5.7 billion merger of Contango Oil & Gas with KKR’s Independence Energy
• Take private of Shell Midstream Partners by Shell plc,  counsel to the independent conflicts committee of the board of directors
• Acquisition of Rattler Midstream Partners by Diamondback Energy, as counsel to the independent conflicts committee of the board of directors
• SilverBow Resources’ acquisition of Sundance Energy, Chesapeake’s Eagle Ford Assets, and several multi-million-dollar acquisitions of oil and gas assets and the related equity financings
• 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
• Counsel to special independent committee of board of directors of Vine Energy in negotiations with controlling shareholder Blackstone in connection with 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 its later sale of equity to controlling sponsors, as counsel to the independent conflicts committee of the board of directors
• Concho Resources’ merger with RSP Permian, the largest ever Permian consolidation transaction at the time
• Take private of American Midstream Partners by controlling sponsor ArcLight Energy Partners
• Houlihan Lokey Capital as financial advisor in several energy industry transactions, including to Teekay LNG Partners in Stonepeak’s $6.2 billion acquisition of Teekay
• Intrepid Partners in several energy industry transactions, including as financial advisor to Harold Hamm in take private of Continental Resources, Southwestern Energy Company in its $1.85 billion acquisition of GEP Haynesville, and to PBF Logistics conflicts committee
• Evercore Partners as financial advisor in several energy industry transactions, including in EQT Midstream Partners’ separation from EQT
• Lazard as financial advisor in Carrizo Oil & Gas’ merger with Callon Petroleum

Counseling

• Securities regulation 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
• Internal investigations, including with respect to oil and gas reserves reporting

Recognitions

• Recognized by Chambers USA in Band 1 for Capital Markets: Debt & Equity – Central United States, 2019-2023 (the only woman and the youngest lawyer in the top tier for several years)
• Recognized by Chambers Global  in Band 1 for Capital Markets: Debt & Equity – Central United States, 2020-2023 (the only woman and the youngest lawyer in the top tier for several years)
• Recognized by Chambers USA for Nationwide Energy: Oil & Gas (Transactional), 2012-2013, 2018-2023
• Recognized by Chambers Global  for Energy: Oil & Gas Transactional – USA, 2022-2023
• Recognized by Chambers USA for Texas: Corporate / M&A, 2020-2022
• Recognized by Chambers USA for Capital Markets: Debt & Equity – Texas, 2015-2019 (when category discontinued)
• Recognized by Chambers USA for Texas: Corporate / M&A, 2020-2022
• Named one of the “Energy MVPs” by Law 360, 2022-2023
• Named one of the “25 Most Influential Women in Energy” by Oil and Gas Investor / Hart Energy, 2022
• Named “Leading Woman in Energy” by Texas Lawyer, 2022 Professional Excellence Awards
• Houston Corporate Lawyer of the Year 2023 (peer nominated and selected), Best Lawyers
• Named a Leading Dealmaker in America, LawDragon 500, 2020-2024
• Recognized as one of 500 leaders in the U.S. legal profession by LawDragon 500, 2020-2024
• 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 GRIT Award – Executives Category, by ALLY Energy, 2021
• Best Lawyers, Corporate and Securities/Capital Markets, 2016-2024
• 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 a Finalist for “Debt Capital Markets Lawyer of the Year” by Euromoney LMG for America’s Women in Business Law Awards, 2019-2022
• Recognized as a Texas Super Lawyer, 2018-2023
• Recognized in Who’s Who Legal-Energy (Law Business Research Ltd), 2014-2023
• Recognized among “Women Who Mean Business” by the Houston Business Journal, 2018
• Recipient of the Premier Women in Law Award, Association of Women Attorneys – Houston Chapter, 2017
• Named one of the “Top Eight Capital Markets Lawyers Under 40” by Law 360, 2015 (the only lawyer in Texas)
• 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 , Center for Houston’s Future, Fall 2016
• 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
• “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, Treasurer, 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 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

Education

Hillary earned her Juris Doctor 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 . She was selected to serve as the law student representative to the Board of Trustees of the University of Pennsylvania. Hillary 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 focused on transformation of the institution.  Hillary 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” Educational Series
• Co-Editor: Securities Regulation and Corporate Governance Monitor
• Speaker: Energy Capital Markets and M&A, Daniel Energy Partners Executive Forum, June 2023
• Speaker: Securities and Exchange Commission’s (SEC) Small Business Forum: The State of Capital Raising in the United States, April 2023 (Report delivered to Congress)
• Speaker: Driving Diversity in the Law and Leadership, March 2023
• Speaker: The Role of Private Equity in the Energy Transition, IEL Annual Energy Law Conference, February 2023
• Speaker: Role of the Board of Directors in ESG Strategy, Hart Energy ESG Conference, September 2022
• Speaker: Energy M&A Developments, Annual Texas CPA Energy Forum, August 2022
• Speaker: How ESG Provides Opportunities for Natural Gas Companies, American Gas Association, 45^th Annual Legal Forum, July 2022
• Speaker: ESG Developments in Energy, Daniel Energy Partners Executive Forum, June 2022
• Webcast: The Role of ESG in Capital Markets, May 2022
• 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, Hosted by Cape Town Stock Exchange, February 2022
• Speaker: Common Pitfalls in Drafting LLC and LP Agreements, Essentials in Business Law Conference of the State Bar of Texas, February 2022
• Webcast: 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