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, Energy and Infrastructure, Oil and Gas, M&A and Private Equity practice groups.

Ms. Holmes advises companies in all sectors of the energy industry on long-term and strategic capital planning, disclosure and reporting obligations under U.S. federal securities laws and corporate governance issues. She represents issuers, underwriters, MLPs, financial advisors, private investors, management teams and private equity firms in all forms of capital markets transactions. Her experience comprises IPOs, registered offerings of debt and equity securities, private placements of debt and equity securities, structured preferred equity, joint ventures and private equity investments.  She frequently advises boards of directors, special committees, and financial advisors in M&A transactions involving conflicts of interest or unique complexities.

Ms. Holmes has been named one of the top capital markets lawyers in the United States and assisted clients with some of the most complicated and exciting transactions in the energy industry.  She is Band 1 ranked by Chambers USA in Central U.S. Capital Markets and ranked in Nationwide Energy: Oil & Gas Transactional and Texas Corporate and M&A, whose sources note she is “extremely talented and has excellent judgment,”  “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; she makes the subject matter understandable.”  Peers attest that “her analytical skills are of the highest quality” and “she is a phenomenal lawyer who is very engaged.”

Representative Matters

• Securities regulation and governance counsel to public and private companies and MLPs in the energy industry
• 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
• 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, MLP simplifications, public company mergers, going private transactions and DGCL 203 issues
• Private equity financings and joint ventures in the midstream, E&P and well services industries (representing management and private equity)

Recognition

• Recognized as top of her field in Band 1 of Chambers USA for Capital Markets: Debt & Equity – Central United States, 2019-2020 (only woman)
• Recognized in Chambers USA for Capital Markets: Debt & Equity – Texas, 2015-2019 (when category discontinued)
• Recognized in Chambers USA for Nationwide Energy: Oil & Gas (Transactional), 2012-2013, 2018-2020
• Recognized in Chambers USA for Texas: Corporate / M&A, 2020
• Recognized by ALLY by Pink Petro as a 2020 GRIT Award Honoree – Executives Category
• Recognized as a Finance, Banking and Capital Markets Trailblazer by The National Journal, 2019
• Named one of three Most Effective Dealmakers by Texas Lawyer, 2019 Professional Excellence Awards
• Named a Finalist and “Best in Capital Markets” by Euromoney LMG for Americas Women in Business Law Awards, 2019
• Named one of the Top Eight Capital Markets Lawyers Under 40 by Law 360, “Rising Stars” 2015 (the only lawyer in Texas)
• Recognized as a leader in the profession by Lawdragon 500, 2018-2020
• Recognized as a Texas Super Lawyer, 2018-2020
• Recognized in Who’s Who Legal-Energy (Law Business Research Ltd), 2014-2019
• Recipient of the Premier Women in Law Award, Association of Women Attorneys – Houston Chapter, 2017
• Recognized in The Legal 500 U.S., 2013, 2015 – 2017
• 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
• Awarded “Deal of the Week,” Texas Lawyer, March 2014, October 2014, July 2017
• Best Lawyers, Corporate and Securities/Capital Markets, 2016-2019
• Recommended in the International Who’s Who of Business Lawyers-Energy (Law Business Research Ltd), 2013
• Energy & Projects Lawyer of the Year Nominee (Up and Coming), Chambers USA Women in Law, 2013
• Recipient of Women Who Mean Business Award from the Houston Business Journal, 2018
• Awarded Houston Business Journal’s “40 under 40”, 2015; Judge 2016, 2017 and 2018
• 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
• Recognized by H magazine as a “Professional on the Fast Track,” 2009

Pro Bono Service

• Board of Directors of Houston Volunteer Lawyers
• Governance Committee of the 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, Harrison’s Heroes, Jesuit Volunteer Corps., Marshall Plan Charities, St. Luke’s United Methodist Church, Neighborhood Centers Inc./Baker Ripley and others
• Chairperson of Gibson Dunn Houston Pro Bono program (participation by over 85% of all lawyers); 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 serving as an Advisory Board Member of the Institute for Energy Law; a Member of the Board of Directors of Houston Volunteer Lawyers; 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; National Association of Women Lawyers Conference Host Committee; 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 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. 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 a community volunteer through the Junior League of Houston.

Sample Publications and Presentations

• Co-Editor, Securities Regulation and Corporate Governance Monitor
• Capital Raising in the Current Climate Panel, Rice University Energy Finance Summit 2020
• ESG: Is It For Real?, Voices of Energy, ALLY by Pink Petro
• Capital Markets and M&A Panel, Annual Houston CPA Energy Conference 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
• 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
• Trends and Developments in Capital Raising in Midstream Sector, Institute for Energy Law, April 2019
• 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
• 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

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.