Growing Gibson Dunn’s Oil & Gas Practice in Houston, with Co-Head Hillary Holmes

Hillary Holmes never makes the same deal twice. Holmes doesn’t believe in a copy-and-paste work ethic when dealing with the ever-evolving and ever-complex oil and gas industry. As a woman on the forefront of a traditionally male space, Holmes has leaned into her innate sensibilities – she thinks outside the box to achieve the best results for her clients. She believes that every deal deserves fresh consideration and custom tailoring and sometimes that means casting away what’s tried and true and frankly – been done before.

If you ask Holmes, the energy industry is “the heart of what makes America successful.” And after over twenty years serving as a vital capillary to this complex system, she’s as enthusiastic to be at the core of it all as ever.

Holmes was one of the founding partners of Gibson Dunn’s Houston office almost seven years ago. She became co-partner in charge of the office in January 2023, and joined the Executive Committee of the firm last month. Her practice focuses on capital markets transactions, securities regulation, corporate governance and M&A transactions. The management position has enhanced Holmes’ comprehension of the picture in full, which in turn keeps her incredibly sharp in her practice.

Holmes has seen the growth of the legal market serving the oil and gas industry from a small number of players two decades ago to the current competitive landscape that fosters innovation. “There's a lot of repetition that happens in a particular industry when there are limited players,” says Holmes. “There could be a reason that you want to review that prior deal or mimic it, but you've got to slow down and ask yourself, does that makes sense here or should we be more creative?”

From the shale revolution to energy independence to the current energy transition and net zero initiative – Holmes has seen the industry adapt and change throughout her extensive career. She has learned that a one-size-fits-all solution is usually not the solution. And this works well for Holmes, who is inspired by collaboration, innovation and finding unique solutions for her clients. “The conversation in the energy industry is always so dynamic and creative,” Holmes says. “It's really exciting to be a part of that.”

Lawdragon: What’s your mix of practice within the oil and gas space?

Hillary Holmes: I spend my time leading capital markets transactions, advising boards and companies in M&A deals and counseling companies on securities regulation, corporate governance and ESG issues. I would say at this stage in my career, I serve where the client demands are. I spend much of my time on capital markets transactions including IPOs, bond offerings, both investment grade and high yield, and some equity offerings. Then much of my time is spent doing public company or large private company counseling in connection with compliance, like public reporting or SEC reporting. Even more so, I’m handling boardroom counseling on special situations like M&A transactions that are really significant, whether it’s a sale of the company or buying a significant amount of assets from another company. Or, it's another type of special situation, like a company is concerned that it's not going to be in compliance with its debt covenants anymore and it's looking for strategic options to try to improve its balance sheet or its liquidity, to stay afloat. Or there’s a take private or a conflict of interest and a special committee of the board needs counsel, they call me to serve as their counsel. I deal with all the situations that come from that.

LD: Can you give us an example of what kind of situations can come up?

HH: It might be that an activist has shown up in the client’s stock. It might be that they are dealing with a regular way transaction like an M&A deal or an asset level deal, but there are conflicts of interest involved at the board or shareholder level that have to be managed through special governance procedures and such. Half my time's doing the deals and then half my time's counseling the companies and boards through tricky situations and really big deals.

LD: As co-partner in charge of the Houston office, how much of your time is devoted to management issues?

HH: It varies by the week. Gibson Dunn is a well-oiled machine – the right professionals are doing the right things. The things that are crossing my desk as head of the office are related to hiring, managing people's workload, or making sure that all the lawyers are getting the resources they need, and if not – getting those resources for them or helping them find them. It's a very rewarding position. It was quite an honor to be asked to be asked to take the position.

We have built a destination practice for the energy industry. Because you've got to solve for what practice areas your clients need.

Also, I have a really good partner in crime as co-head of the office – Collin Cox, who's a litigation partner. Working together with Collin is really rewarding because we bounce ideas off each other and we help manage the workload. If one of us is traveling or busy, the other one can handle it and we trust each other. I've learned a lot and feel like I'm making an additional contribution to our team's success beyond just my practice.

LD: Is the Houston office still growing?

HH: We're at a great size now, but yes, still growing. I founded this office with six of my good friends, all excellent practitioners and people who I trust implicitly. From that group of seven, and we’ve since grown to 75 net while maintaining that same commitment to quality and collegiality. We are never about numbers, we’re about finding what our clients need and getting that for them. If that means hiring additional talent, then we do, but we never compromise on the quality of that talent, or the cultural fit.

We have built a destination practice for the energy industry. Because you've got to solve for what practice areas your clients need. There's a limited pool of lawyers in Houston that check all of our boxes in terms of excellence in their practice – the best substantive abilities, excellent commitment to client service, teamwork first. “It's not about me, it's about them,” type of mentality. Then culturally being entrepreneurial and bringing the hustle every day.

So our growth has always been targeted. We've added several partners in strategic areas – private equity, investment funds, distressed financing, oil and gas, energy transition, M&A, capital markets and public company counseling. We had a big build out last year in private equity as well as oil and gas and energy transition. We have also strategically grown our litigation bench, with premier partners, starting about three years ago. And we'll definitely have some more additions. Some are in the works right now and some are on our longer-term timeline.

Our momentum is very strong and we have a lot of partners interested in joining our team. I think they recognize we built something really special in our city, but not everybody's going to be a fit because we're extremely disciplined and strategic about our growth.

LD: Where did you get your start?

HH: I started at Baker Botts, a Texas firm, right out of law school – the Houston legal market was very different. You wouldn't even recognize it from what it is today. There were no out-of-state law firms of any real mention in town and the big deals, the transactions, who the big companies used, was really a duopoly held by two law firms, Vinson & Elkins and Baker Botts. My mother was a partner at Vinson & Elkins.

LD: What did she practice?

HH: She did public finance work, which is tax-exempt bonds work. That's capital markets deal work for hospitals and nonprofits and cities.

LD: How did that influence your decision to become a lawyer?

HH: I saw how much she enjoyed it. When I was a little girl, I remember we were driving past the new wing of one of the premier hospitals at the Texas Medical Center, which is the largest medical center in the world. It was under construction. It was big and new. She pointed to it with a smile and said, "I helped build that." I asked her if she was a construction worker and she said, "No, in my own way, I helped build that." Because she had done these several series of bond financings to finance the construction of the hospital.

There could be a reason that you want to review that prior deal or mimic it, but you've got to slow down and ask yourself if that makes sense or if we should be more creative.

I didn't totally understand what she meant at the time. I was pretty young, but just the idea that you could point to something you've built was a very rewarding concept. Just as my mother helped build up Houston, I’m following in her footsteps by helping companies build the energy industry. I was inspired to have a strong professional woman to take advice from as I built my career. I still ask for her advice today, in fact.

LD: How has the Houston market changed over the years in your area of practice?

HH: When it was smaller, there was a limited number of lawyers to put brains together and find solutions. Twenty years ago, you just also had a smaller, more limited, focused pool of experience. There's a lot of repetition that happens in a particular industry in that scenario. Somebody does it one way in a particular deal, and then you saw it drafted that same way again and again just because it was done that one way in that one deal.

It's always important to understand market trends and what precedent the clients are thinking of for their deal and so forth. But, it is never acceptable to simply say, "We're doing it this way because they did it that way in that other deal five years ago." There could be a reason that you want to review that prior deal or mimic it, but you've got to slow down and ask yourself if that makes sense or if we should be more creative. Maybe they even did it wrong. It was really interesting to see how much of a dome Houston and the oil and gas industry legal community had over it at that time.

Being at an elite, robust firm like Gibson, which serves so many industries, we have more specialists in various areas. That's a lot of what my clients hire me for and trust me for – they know I'm very good at finding the best person for the job. Gibson is a great place to do that because it's a firm that's very strong in all the areas that big corporations care about, whether it's cybersecurity, SEC alumni, the AI stuff that's going on now, corporate governance or activism. And beyond just having the specialists in all the areas that my clients need, we are very collaborative and all my colleagues work really hard and are very available to our clients. I can trust my colleagues to such a level that I can hand an idea over to them and get out of the way. That’s really invaluable to our clients – to have a true one-stop shop with consistent excellence.

D: How did you decide you wanted to do deal work?

HH: I’d worked as a paralegal clerk in litigation in college and so had some exposure to litigation. It sounded like a lot of arguing, a lot of adversarial type activity. I am a very fierce advocate, and every client I have will tell you that, but I didn't want to spend all day every day fighting in a zero-sum game. I really liked when I tried transactional work in the summers as a law student – I really enjoyed the common goal nature of transactional work.

LD: And what drew you to the energy industry, specifically?

HH: It's evolved so much over the last 20 plus years, but the energy industry is the heart of what makes America successful. It's the heart of what makes everything run. Without energy sources, obviously nothing else is happening. I liked being at the core of that essential industry and part of its evolution. That is also very exciting.

My first few years of practice we had the shale revolution happen, and there were concerns about American energy independence. We had the feed into geopolitical dynamics. Then we had fracking and the shale revolution. Now we're moving into very dynamic commodity price issues that have never been seen before, and how do you run a business on that? How do you navigate your capital raising and M&A valuation activities?

It's a really great industry to be in because it's always changing. At its heart it's, "Look, let's bring energy and a modern life to everyone in the world. Let's not have people that have to burn coal in their homes just to stay warm in the winter. Let's have equal access to energy across the globe." And the domestic production of energy, which is where I mostly focus, is a huge and critical part of that.

Just as my mother helped build up Houston, I’m following in her footsteps by helping companies build the energy industry.

LD: You’ve really been at the forefront of so much change.

HH: It’s been very exciting to be part of the ups and the downs over the years. We had The Great Recession obviously hit the energy industry. We had the 2015 oil crash. We had Covid, and then we've also had these booms and we've had huge tax credits causing investments in certain energy expansion activities – but how do those work long term? There’s constantly something new to learn and it's always a priority for the world.

In the last six years, I've spent a lot of time on ESG matters, understanding how that can be leveraged for opportunity in the energy industry. It’s a drum I've banged on pretty hard over the last few years. The conversation in the energy industry is always so dynamic and creative, and it's really exciting to be a part of that when you're on the deal side and the corporate counseling side.

LD: How much is the energy transition affecting the work that you do?

HH: It depends on the company. In terms of corporate responsibility, some upstream oil and gas producers are investing in better methane emission monitoring and reduction technology. If you're a larger company, maybe you're leveraging the business opportunities through new carbon capture projects. There's a lot of investments being made in technology, whether it be mobile power or cleaner power. Not that it's going to replace oil and gas, but offset the need for it in some ways or give parts of the world access to it that they didn’t have before.

It's constantly part of the conversation, both on the business side and on more of the governance and social responsibility side. That conversation can look very different company to company. There's just not one blueprint for it because not every company has the same resources. It really needs to be bespoke and tailored to what a particular company needs and what it can do within the resources it has.