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 Oil and Gas, Securities Regulation and Corporate Governance, Private Equity and M&A practice groups. Her practice focuses on capital markets, securities regulation and governance counseling for master limited partnerships and corporations in all sectors of the oil & gas energy industry. She represents public companies, private companies, MLPs, investment banks, management teams and private equity in all forms of capital raising transactions, including IPOs, registered offerings of debt and equity securities, private placements of debt and equity securities, joint ventures, preferred equity investments, spin-offs, and special purpose acquisition companies (“SPACs”).  She also advises boards of directors, conflicts committees, and financial advisors 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 and in Nationwide Energy: Oil & Gas (Transactional), as well as the Legal 500 and Who’s Who Legal: Energy which sources note she is “incredibly strong and practical lawyer who offers great client service,” “absolutely excellent,” “very talented,” “remarkably dedicated,” and “incredibly knowledgeable; she makes the subject matter understandable.”  Clients recognize that “her analytical skills are of the highest quality” and she has “extremely sound judgment” and is “the hardest working lawyer I know,” and peers attest that “she is a phenomenal lawyer who is very engaged.”

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
• Corporate counsel to public and private companies, MLPs and private equity sponsors in the energy industry
• Over $60 billion in energy capital markets transactions, including: Concho Resources, Gran Tierra Energy, America Midstream Partners, Waste Management, Inc., Shell Midstream Partners, L.P. (largest MLP IPO in history at the time and first MLP by a major oil company), Columbia Pipeline Partners LP (largest MLP IPO in history at the time), Select Energy Services IPO, NuStar Energy L.P., Chesapeake Energy, Sempra Energy, Calumet Specialty Products Partners, L.P., Carrizo Oil & Gas, EnVen Energy Ventures, Sanchez Midstream Partners, Halcon Resources Corporation, Arsenal Resources, Rockwater Energy Services, GlobeLTR Energy Inc., SemGroup, Core Laboratories, among others
• Investment banks and financial advisors regularly represented include Barclays, Bank of America Merrill Lynch, Citigroup, Credit Suisse, Evercore Partners, Goldman Sachs, Intrepid Partners, Jefferies, J.P. Morgan, Morgan Stanley, Raymond James, RBC, Sun Trust, Tudor, Pickering & Holt, Simmons & Co, UBS, Wells Fargo, Piper Jaffray/Simmons & Co., B. Riley FBR, 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, public company mergers, going private transactions and MLP simplifications
• Private equity financings and joint ventures in the midstream, E&P and well services industries (representing management and private equity)
• Over $50 billion in M&A transactions for energy companies, representing buyers, sellers and financial advisors, including $9.5 billion pending merger of Concho Resources and RSP Permian (Buyer); $8.0 billion simplification of NuStar Energy in the acquisition of its publicly traded general partner, NuStar GP Holdings (Financial Advisor); $1.7 billion simplification of QT Midstream Partners in the sale of its Olympus Gathering System and its 75% interest in the StrikeForce Gathering System to EQM Midstream Partners (Financial Advisor); Financial advisor to the Conflicts Committee of PennTex Midstream Partners in the cash tender offer by Energy Transfer Partners for all of PennTex’s outstanding units (Undisclosed); $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); $1.0 billion stock sale of Latin America land-based segments by publicly traded offshore driller (Seller); and $8.2 million merger of Southcross Energy Partners and American Midstream Partners (Buyer)
• 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

Recognition

• Top Ranked in Chambers USA for Texas Capital Markets: Debt & Equity – Texas, 2015, 2016, 2017, 2018 (Band 2) (only woman)
• Top Ranked in Chambers USA for Nationwide Energy: Oil & Gas (Transactional), 2012, 2013, 2018 (Band 4)
• Named one of the Top Eight Capital Markets Lawyers Under 40 by Law 360, “Rising Stars” 2015 (the only lawyer in Texas)
• Recipient of the Premier Women in Law Award, Association of Women Attorneys – Houston Chapter, 2017
• Recognized in Who’s Who Legal-Energy (Law Business Research Ltd), 2014-2018
• 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
• Selected for Leadership Forum Class of Fall 2016, Center for Houston’s Future
• Recognized as a woman business leader in Houston by the Houston Business Journal, “Women Who Mean Business Awards,” 2018
• Awarded Houston Business Journal’s “40 under 40”, 2015; Judge 2016, 2017 and 2018
• Women in the Fast Lane Role Model in STEAM, Houston Area Women’s Chamber of Commerce, 2017
• 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), 2007-2017
• Awarded “Deal of the Week,” Texas Lawyer, March 2014, October 2014, July 2017
• Best Lawyers, Corporate and Securities/Capital Markets, 2016-2019

Pro Bono Service

• Member of Board of Directors of Houston Volunteer Lawyers (selected by Board of Directors of Houston Bar Association); member of the finance committee
• 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./Baker Ripley and others
• Chairperson of Gibson Dunn Houston Pro Bono program (participation by 100% 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 as 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; 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 Harrison’s Heroes and a community volunteer through the Junior League of Houston.

Sample Publications and Presentations

• 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
• Efforts to Strengthen U.S. Public Capital Markets Continue – New SIFMA Report Provides Recommendations to Help More Companies Go and Stay Public, May 2018
• Institute for Energy Law, Mergers & Acquisitions in Energy Law Conference Panel, 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, Webcast, 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
• Securities and Exchange Commission Releases Public Statement on Cybersecurity, September 2017
• Shark Tank the Day After: Drafting Issues in LLC Agreements, 38th Annual Conference on Securities and Business Law, 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 (one year course).  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. Ms. Holmes was also selected by University leadership to serve on the Board of Visitors of Trinity College of Duke University.

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