Business & Corporate Advisory - Brownstein Hyatt Farber Schreck

A strategic legal partner for today’s corporate entities, Brownstein’s Business & Corporate Advisory Group offers all the service of an in-house counsel with all the flexibility of an outside law firm. Acting as general counsel, we bring deep business experience representing companies in all stages of development to our clients, often managing all of their ongoing legal needs. If required, we can provide dedicated, round-the-clock support, including placing attorneys within a client’s organization. 

Our business and corporate attorneys work with corporations, partnerships and LLCs on a full range of legal issues—acquisition opportunities, asset dispositions, public and private financing, bankruptcy and corporate restructuring, federal policy compliance, securities law compliance, intellectual property issues, antitrust matters, private equity deals, employment law and tax concerns.

Whether your organization is an established business or a startup, we offer both strategic and operational legal guidance. For established organizations, we identify growth strategies, investigate methods for increasing shareholder value and complete capital market offerings. For new ventures, we help design corporate structures, raise capital, develop merger opportunities and define exit strategies. For maturing companies, we consult on succession planning, sale of the company, strategic mergers and management buyouts.

When necessary, we tap the resources of the firm’s Litigation Department to represent clients in civil court and in front of regulatory agencies, as well as extensive legal resources in real estate, municipal finance, legislation and environmental law.

Representative Matters
  • Since 1991, has served as General Counsel to the Central Coast Water Authority, including coordinating legal services for all phases of planning, permitting, environmental compliance, right-of-way acquisition, construction and operation related to a $600 million drinking water delivery system. The project included 144 miles of buried pipeline, multiple pumping stations and a water treatment plant. Resolved construction disputes by negotiation and successfully defended the Authority in related litigation.

  • Advised international cosmetic company regarding regulatory compliance issues in connection with new product development.

  • Counseled major labor union in connection with regulatory inquiry involving a state agency.

  • Represented KSL Capital Partners in the acquisition by the Miraval Group of the Travaasa Hotel and Spa in Austin, Texas.

  • Counseled public pension regarding regulatory compliance, fiduciary duties, and outside counsel matters.

  • Represented Boulder Ventures and its affiliated investor group in a Series A preferred stock investment in Black Bear Energy, Inc.

  • Represented The Bay Club Company, a California-based active lifestyle corporation, in acquiring Fairbanks Ranch Country Club in San Diego, CA.

  • Represented The Bay Club Company, a California-based active lifestyle corporation, in acquiring The Golf Club at Boulder Ridge in San Jose, CA.

  • Represented Gaia in the $145.7 million sale of its branded fitness equipment and apparel business to Sequential Brands and Fit for Life.

  • Represented SC Venture Acquisition LLC, the manager of PA-SC Venture I LLC, in acquiring a majority/controlling interest in PA-SC Atlanta Project LLC, a distribution facility subject to a triple net lease, which is one of many add-on acquisitions for portfolio companies with similar purpose, by SC Venture Acquisition LLC.

  • Represented SC Venture Acquisition LLC, the manager of PA-SC Venture I LLC, in acquiring a majority/controlling interest in PA-SC West Palm Beach Project LLC, a distribution facility subject to a triple net lease, which is one of many add-on acquisitions for portfolio companies with similar purpose, by SC Venture Acquisition LLC.

  • Represented SC Venture Acquisition LLC, the manager of PA-SC Venture I LLC, in acquiring a majority/controlling interest in PA-SC Boulder Project LLC, a distribution facility subject to a triple net lease, which is one of many add-on acquisitions for portfolio companies with similar purpose, by SC Venture Acquisition LLC.

  • Brownstein represented Gilbert Hospital, LLC, a general acute-care hospital based in Gilbert, Arizona in connection with its merger with Florence Hospital at Anthem, LLC pursuant to a confirmed Chapter 11 plan of reorganization. Representation included all aspects of a sophisticated merger transaction, including transition of the two hospitals under joint ownership and operation, coordinating employment and equity compensation documents for employees, and identifying and resolving health care regulatory aspects of the foregoing.

  • Represented Subsea Global Solutions, a portfolio company of Lariat Partners, in the acquisition of substantially all of the assets of Sea Sub Systems, Inc. in Tampa, FL.

  • Represented Pipeliner's Warehouse Inc. ("PWI") in the acquisition of PWI by Cross Country Pipeline Supply, Inc. PWI is a Houston, Texas-based provider of consumable pipeline construction supplies to the U.S. midstream market with a strong presence across the Gulf Coast.

  • Represented MGM in the sale of Circus Circus Reno’s assets and MGM’s 50% equity interest in Silver Legacy Resort Casino Reno, as well as the sales of the Gold Strike Hotel & Casino and the Railroad Pass Hotel & Casino.

  • Nevada counsel to the agents and lenders of the revolving and term loan credit facilities, to the common security agent and to the representatives of the initial purchasers of the notes in connection with the financing of GTECH's acquisition of International Game Technology.

  • Represented Clayton Health Systems, Inc. in connection with refinancing of debt with New Mexico Finance Authority as lender, with Union County, New Mexico with respect to Union County General Hospital and continued representation of Union County General Hospital, including providing corporate enforceability opinion and 501c3 opinion.

  • Represented Encore Consumer Capital in its majority investment in Seattle-based indie brand, butter LONDON.

  • Represented RGS Energy in its private offering of equity securities for gross proceeds of approximately $7 million.

  • Represented Columbia Properties Laughlin and CP Laughlin Realty, LLC in connection with the sale of the real property and substantially all of the assets associated with the River Palms Resort Casino and a short-term leaseback of such real property and assets. Nevada Restaurant Services, Inc. and Laughlin Hotel, LLC purchased the River Palms Resort Casino for a purchase price of $6,750,000.

  • Represented The Bay Club Company in its restructuring of corporate entities and renaming and reincorporation of several entities.

  • Represented Hyde park, Inc. and its subsidiaries as borrowers in connection with a revolving credit facility with Wells Fargo Bank and a term loan facility with GB Credit Partners, LLC.

  • Represented KSL Capital partners, in the sale of the Bay Club Companies to York Capital Management with a minority investment from JMA Ventures and the company's management team.

  • Represented buyer in a merger transaction where buyer acquired all of the outstanding capital stock of Taos Ski Valley, Inc. by merger.

  • Provided general corporate and health care regulatory advice to Colorado Pain Care, LLC in connection with its joint venture formation and participation in private equity backed pain care platform.

  • Represented Workforce Insight, Inc. through the robust auction process through and including consummation of a sale of a majority of the issued and outstanding equity interests to an affiliate of Baird Capital Partners with the founders retaining an ongoing minority interest.

  • Represented cosmetics and skin care brand Tarte, Inc., a portfolio company of Encore Consumer Capital, in its sale to Japan's KOSÉ Corporation, a Tokyo-based global cosmetics business.

  • Represented GlobaLinks in its sale to International Study Abroad (ISA).

  • Represented Victory Park Capital Advisors in the sale of its portfolio company, Global Employment Holdings, Inc., to TZP Group.

  • Represented American Medical Response, Inc., a subsidiary of Envision Healthcare Holdings Inc., in its acquisition of MedStat EMS, Inc., a Mississippi based ambulance company.

  • Intellectual Property counsel to Wynn Resorts and Palms Casino Resort, coordinating international and domestic branding and intellectual property enforcement in more than 20 countries.

  • Represented Union County, New Mexico in connection with general corporate and health care regulatory matters with respect to Union County General Hospital, including operating and management agreements and potential acquisition of hospital assets.

  • General counsel to large agricultural mutual water company in Ventura County. Representation includes water rights, infrastructure development, and corporate matters.

  • Advised hotel casino client in a restructuring of a restaurant joint venture which involved negotiating new leases, licenses, and intellectual property agreements.

  • Represented DigitalGlobe in its acquisition of Spatial Energy, a leading source for digital imagery and related services to the energy industry.

  • Represented NRC Group LLC, a San Antonio, Texas based natural resources investment firm, and McCombs Family Partners Ltd., the investment management division of the family office of Billy Joe "Red" McCombs, in a recapitalization of Dave's Flow Measurement, a natural gas flow measurement and meter tube fabrication company.

  • Represented Fertility Lab Sciences in formation of a new fertility laboratory joint venture in Minneapolis, Minnesota.

  • Brownstein represented Lion Equity Partners, through its affiliate, in its sale of its portfolio company Rockpoint Logistics.

  • Represented Mexico Retail Properties and MRP Group, LP in the largest ever real estate transaction in Mexico's history consisting of the sale of 49 commercial properties and the sale of MRP Group's property management platform for an aggregate purchase price of approximately US $2.0 Billion to FIBRA Uno, the first and largest real estate investment trust in Mexico.

  • Represented Gaiam, Inc. in a carve out sale transaction in which it sold its non-Gaiam branded entertainment media distribution business to Cinedigm Inc. for $51.5 million.

  • Brownstein represented Renal Ventures Management, LLC in a refinance of a Second Amendment to Credit Agreement and Amendment to Guaranty Agreements with JPMorgan Chase Bank, N.A. as Administrative Agent and Issuing Bank J.P. Morgan Securities LLC as Sole Lead Arranger and Sole Book Runner increasing aggregate commitment to $80,000,000.

  • Represented Victory Park Capital Advisors in the sale of its portfolio company, Ascent Aviation Services Corp., to LongueView Capital.

  • Advised William Hill plc, the UK's leading book maker, in its acquisition of 100 per cent of the equity of American Wagering (dba Leroy's) and Brandywine Bookmaking (dba Lucky's), and the race book and sports pool assets and inter-casino linked system of Sierra Development Company (dba Club Cal Neva). Our gaming and corporate/M&A teams represented William Hill in these acquisitions and continue to represent the company in obtaining all necessary licenses and regulatory approvals. Brownstein represents both William Hill and William Hill Online in their US operations.

  • Brownstein represented Fertility Laboratories of Toronto, LLC in a joint venture transaction with Thomas Hannam Medicine Professional Corporation to establish Fertility Laboratories of Toronto Inc. and Fertility Surgical Centres of Toronto Inc.

  • Brownstein represented Fertility Lab Sciences, LLC in a joint venture formation transaction.

  • Brownstein represented Regional Care Physicians Group, Inc., an Arizona non-profit corporation (the "Buyer," also known as/affiliated with Casa Grande Regional Medical Centers) in an Asset Purchase Agreement with an Arizona medical practice group.

  • Represented Casa Grande Regional Medical Center in its Agreement and Plan of Merger by and among Cancer Treatment Services Arizona, LLC, Cancer Treatment Services International, Arizona LLC, Regional Health Care Ventures and Arizona Radiation Therapy Management Services, Inc.

  • Represented KSL Capital Partners, a Colorado based private equity firm, in the refinancing of the credit facility for the James Royal Palm Hotel in Miami.

  • Represented CoBank, ACB, in connection with a syndicated credit facility to a private equity-backed provider of telephone, cable and alarm systems for small communities in the Houston, TX area.

  • Acting as gaming and regulatory counsel to SHFL Entertainment in its proposed acquisition by and merger with Bally Technologies, Inc. Our gaming group has advised SHFL Entertainment in applicable licensing criteria and assisted in obtaining regulatory approvals for its merger with Bally Technologies in 61 countries and over 70 state and tribal regulatory jurisdictions in the US.

  • Representation of a real estate investment company in its $285M refinance of an approximately 590 acres hotel and golf course resort property.

  • Negotiated 12-year deal for Las Vegas to host several annual USBC events, including the USBC Open Championships and USBC Women's Championships, inside a new, $30 million bowling tournament facility at South Point starting in 2013.

  • Representing the third largest gaming company in the US, Penn National, on all gaming licensure and regulatory matters, including negotiation of definitive agreements for Penn National to develop and manage a casino for the Jamul Indian Tribe near San Diego, California. We also obtained all necessary Nevada regulatory approvals for Penn National to separate a portion of its 28 casinos and race track operations into a real estate investment trust.

  • Represented North Shore Energy, LLC in preparation and negotiation of Series B Preferred Purchase Agreement and related transaction documents.

  • Represented Bunker Mode, Inc., a San Francisco-based mobile application company, in a master restructuring and equity financing.

  • Represented EMS USA, Inc. a pipeline operations and maintenance company, in the sale of its Leak Detection and Repair Division and its Analytics Division.

  • Represented Mobile Accord, Inc. in a Series C preferred stock financing.

  • Represented Alliant Energy Services, LLC in its disposition of 100% of the stock of its subsidiary, RMT, Inc. to Infrastructure Energy Services, LLC (IEA).

  • Served as counsel to Renal Ventures Management, LLC on its contribution and joint venture formation of Renal Center of Morristown, LLC and Renal Center of Succasunna, LLC, and the subsequent acquisition of assets from AHS Hospital Corp. and financing. Renal Ventures Management provides intermittent or continuous renal replacement therapy, dialysis supply services, renal diagnostic testing and other health care services.

  • Led a multidisciplinary corporate, tax and health care team on behalf of a healthcare company in creating innovative new joint venture ownership structure for in vitro fertilization labs, leveraging best of breed technologies and best practices through licensing and management systems. Researched and created innovative corporate and business structure achieving business priorities while addressing competing requirements in areas of corporate, tax, insurance, consumer finance, and health care, including restrictions on corporate practice of medicine, fee splitting, self-referral, and anti-kickback.

  • Represented Emergency Medical Services Corporation in acquisition of Saint Vincent Anesthesia Medical Group, Inc., and Golden State Anesthesia Consultants, Inc. The two companies are affiliated with each other and based in the Los Angeles, California metropolitan area. Both provide outsourced anesthesia services to hospitals in southern California.

  • Represented Kwik Tek, Inc., a leading designer and distributor of branded marine sporting goods and accessories, in its recently announced recapitalization by Guardian Capital Partners. Kwik Tek is the market leader in towables and inflatables. Its product line also includes wakeboards, water skis, kneeboards, life jackets, waterproof cases, protective fenders, and tow ropes. The company's products are marketed through marine distributors, mass retailers, and sporting goods and outdoor chains, under the brands Airhead and Sportsstuff.

  • Represented Caduceus, LLC in the acquisition, development and financing of real property in Saginaw, MI; Sandy, OR; Locust Grove, VA; and Ankeny, IA; and the sale of medical office buildings in Chicago, IL; Hainesport, NJ; Chula Vista, CA; and Amarillo, TX.

  • Brownstein represented Alliant Energy in obtaining a $60,000,000 Term Loan from JPMorgan Chase Bank as Lender for its subsidiary, Franklin County Holdings LLC to finance Franklin County Wind Farm.

  • Representing WMS Industries, in its proposed sale to and merger with Scientific Games Corporation. We have advised WMS in applicable licensing criteria and assisted in obtaining regulatory approvals for its merger with Scientific Games Corporation in 58 countries and over 100 state and tribal regulatory jurisdictions in the US.

  • Represented Prospect Global Resources in negotiating and signing a ten year supply agreement with a Chinese chemical company.

  • Represented Resorts Entertainment in the negotiations of an operation and management agreement with Mohegan Gaming Advisors for the Resorts Hotel and Casino in Atlantic City, New Jersey.

  • Represented EPPH Holding Company, LLC and Ascend Billing Services, LLC in an asset purchase agreement for the sale of assets of Ascend, a medical billing services company, to Medical Consultants, Inc. and Intermedix Corporation.

  • Represented the sellers, including 16 affiliated entities, in the sale of funeral homes, cemeteries and related assets.

  • Served as Nevada counsel to DCS Business Services, Inc. and issued an opinion to the agents and lenders in connection with an amendment to the client's secured credit facility.

  • Served as Nevada corporate and gaming counsel to Aristocrat Leisure Limited and its Nevada subsidiaries, including Aristocrat Technologies, Inc., as borrowers and/or as guarantors, under a new multicurrency credit facility and group guarantee.

  • Issued local Nevada counsel opinion on behalf of LTC Properties, Inc., as borrower, and certain of its Nevada subsidiaries, as guarantors, in connection with an amendment to an existing credit agreement to increase revolving credit commitments and permit future increases, among other amendments.

  • Represented bwin party digital entertainment plc in the California online poker services agreement with United Auburn Indian Community.

  • Represented Riviera Holdings Corporation, a Las Vegas casino operator and a portfolio asset of Starwood Capital Group, in the sale of the stock of Riviera Black Hawk, Inc. (the owner of Riviera's Black Hawk, Colorado casino) to an affiliate of Monarch Casino & Resort, Inc., in a transaction valued at $76 million.

  • Assisted Ameristar Casinos, Inc. and its Nevada subsidiaries as special Nevada counsel and gaming counsel in connection with the private placement of $240,000,000 aggregate principal amount of 7.50% Senior Notes due 2021.

  • Assisted AutoZone, Inc. as special Nevada counsel in connection with the registration and issuance of $500,000,000 aggregate principal amount of 3.700% Notes due 2022.

  • Assisted Landry's, Inc. and certain of its subsidiaries as Nevada corporate and gaming counsel, and issued opinions to the agents and lenders, in connection with a new $1,200,000,000 term and revolving loan facility. Brownstein also assisted with the issue and sale of $425,000,000 of Landry's 9.375% Senior Notes due 2020.

  • Served as Nevada counsel to Triangle Petroleum Corporation in connection with its guaranty of the obligations of its wholly-owned subsidiary, as borrower, under a secured credit facility, and the issuance of an opinion to the agents and lenders.

  • Served as special counsel to Emergency Medical Services Corporation in connection with the preparation of a fourth supplemental indenture and issuance of a legal opinion with respect to the addition of new subsidiary guarantors under the existing bond indenture.

  • Represented Republic Financial Corporation, a Colorado-based private investment company, it the sale of EZ Pack to Navistar.

  • Served as special counsel and issued local Nevada counsel opinion letter and Exhibit 5 opinion in connection with offer and sale of $325,000,000 principal amount of 7.75% Senior Subordinated Notes due 2022.

  • Served as special Nevada counsel to Tropicana Entertainment, Inc. and its subsidiaries and issued a legal opinion in connection with the refinancing of the company's existing term and revolving credit facilities.

  • Served as Nevada corporate, real estate and gaming counsel to Wynn Las Vegas, LLC and its subsidiaries, in connection with the issuance and sale of $900,000,000 aggregate principal amount of the 5.375% first mortgage notes due 2022 by Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. and the concurrent amendment of the Wynn Las Vegas credit facility to permit such issuance and sale.

  • Served as on-going outside counsel to The Wellbridge Company in connection with its ownership and operation of health club facilities located in various states. This representation includes corporate structuring; real estate and club acquisition, development and financing; dispositions and leasing; contracts incidental to operations; and coordination of employment and labor matters and litigation prosecution and defense.

  • Represented Bachelor Gulf Properties LLC and its affiliates in connection with the recapitalization, condo and hotel loan modifications and Ritz Carlton agreements modifications for the Ritz Carlton Bachelor Gulch in Beaver Creek, Colorado.

  • Represented Miller Global Properties in the negotiation and closing of the acquisition of a 400,000 square foot office building in Houston, Texas. Brownstein also negotiated the related acquisition financing, and structured and documented the joint venture which acquired the property.

  • Served as Nevada counsel to Apricus Biosciences, Inc. in connection with an underwritten public offering of common stock and warrants and issued opinions to the underwriters, the company and the company's transfer agent.

  • Assisted Vail Resorts subsidiary Mountain News Corporation to acquire Skiinfo.com, Europe's leading snow-sports web site. Mountain News intends to combine the operations of Skiinfo.com with the operations of OnTheSnow.com, the industry leading snow-sports website currently operated by Mountain News. The combined digital operation will reach 23 million annual unique visitors, operating in 14 languages and 20 nations, the company said. In addition to operating its own websites, the operation will supply snow reports to some 1,500 other websites and media companies.

  • Negotiated and consummated the purchase of a member-only social club, club house, and related facilities located in Henderson, Nevada. Brownstein also advised the client on various real estate, development, corporate, water rights and business licensing matters.

  • Advocated against AT&T's proposed $39 billion takeover of T-Mobile for an informal coalition of companies seeking to preserve a competitive mobile wireless marketplace, resulting in AT&T's abandonment of the planned acquisition in December 2011.

  • Served as counsel to Alliant Energy Corporation in connection with the $1 billion re-syndication of the unsecured revolving credit facilities of Alliant and its two public utility subsidiaries.

  • Represented an affiliate of Hilton Worldwide, Inc. in a joint venture with Chicago-based Equity Group Investments in the acquisition and management of the Elysian, a 188-room hotel located in the Gold Coast of Chicago, which hotel was subsequently rebranded as the Waldorf Astoria Chicago.

  • Represented Daniels Family Funeral Services in connection with the sale of a portion of their assets consisting of real and personal property.

  • Acted as Nevada counsel in connection with the acquisition by our client, a private equity fund, of a Nevada corporation by a transaction involving a tender offer followed by the merger of a subsidiary of the client with the target company (with the target continuing as an indirect wholly-owned subsidiary of the client). Subsequent to this transaction, Brownstein also served as Nevada counsel to the surviving Nevada corporation as a pledgor of the stock of the borrower in a secured credit facility.

  • Represented bwin.party digital entertainment plc, a publicly-traded online gaming company, in its joint ventures with Boyd Gaming Corporation and MGM Resorts International to offer online poker to U.S.-based players upon the passage of enabling legislation.

  • Represented Barden Nevada Gaming, LLC in the $18,000,000 sale, representing 100% of the equity, of the Fitzgerald's Casino and Hotel in Las Vegas.

  • Served as Nevada counsel to PIC Group, Inc. in connection with an operation and maintenance agreement with Tonopah Solar Energy, LLC. Brownstein also issued an opinion to the U.S. Department of Energy and to PNC Bank, National Association, under a loan and guarantee agreement.

  • Represented Evolution Hospitality in the management of the historic Queen Mary located in Long Beach, California.

  • Served as independent counsel to board of directors advising on fiduciary duties and related issues.

  • Advises trustees of public pension fund on fiduciary duties.

  • Representing private company for negotiation of implementation of agreement with a California municipal water district for design, construction, finance and operation (DBFO) of new water treatment facility.

  • Formed mutual water company to serve new development in Los Angeles County, California, and negotiated water supply agreement.

  • Conducted an inventory of water supplies and resource management for American States Water Company, an investor-owned utility that owns 42 utility systems in California and Arizona.

  • Represented a renewable energy company and its subsidiaries on corporate and contract issues regarding three wind farms in Wisconsin, Iowa and Minnesota. Corporate work included negotiating and drafting joint venture structure and equity financing documents. Assisted the companies with negotiating and drafting master supply agreements, and operations, maintenance and supply agreements with vendors and contractors. Finally, assisted with analysis and negotiations concerning the availability of Section 1603 cash grants for its properties.

  • Represented Victory Park Capital Advisors, LLC in its $5 million high-yield alternative senior investment to an emerging gold and silver mining company with operations in Arizona and New Mexico.

  • Represented Spyglass Capital Partners, LLC in the formation of a hybrid private equity-venture fund focused on early stage debt and equity investments in the beverage and bottling technology sectors.

  • Represented Sage Hospitality in connection with the management of the Holiday Inn Parkside in Missoula, MT.

  • Represented Denver Agency Company, a national insurance company, in its sale of equity ownership in the company to a key employee.

  • Represented RockResorts International in connection with the management of La Posada Resort and Spa in Santa Fe, New Mexico.

  • Served as Nevada gaming, corporate, real estate and intellectual property counsel in connection with Station Casinos, Inc. and its operating subsidiaries' emergence from bankruptcy. Brownstein also handled the restructuring, including both asset and equity transfers and new organizational documents with the new owners, and new or amended credit facilities.

  • Represented Sage Hospitality in connection with the management of the Il Lugano Suite Hotel in Fort Lauderdale, Florida.

  • Served as lead counsel to Treasure Island, LLC in connection with the refinancing of its existing credit facility.

  • Served as Nevada counsel to FriendFinder Networks Inc., a Nevada corporation, in connection with its initial public offering. Brownstein assisted this Internet-based social networking and technology company in its IPO of five million shares of common stock with an aggregate initial public offering price of $50 million.

  • Served as Nevada corporate, real estate and gaming counsel to Caesars Entertainment Operating Company, Inc. and its subsidiaries in connection with the amendment to its senior secured credit agreements and extension of the maturity date of approximately $800 million in loans from 2015 to 2018.

  • Advised the audit committee of a public company on internal investigation matters regarding alleged misconduct by the company's chief executive officer and other senior executives.

  • Represented Atria Senior Living Group Inc. in a deal to merge its real estate interests with the Ventas Inc. real estate investment trust. Brownstein's representation included the analysis of and advice concerning state and local licensing requirements for assisted living and senior living facilities in Colorado, Utah, New Mexico and Nevada; a legal opinion regarding certain transactions affecting facilities in New Mexico; and research and preparation of applications for several ancillary licenses in some of the states, including interfacing with state health officials.

  • Provided Nevada legal opinion to EchoStar Corporation (NASDAQ: SATS) in connection with its $1 billion senior secured notes. The net proceeds of the offering were used to fund a portion of the purchase price for EchoStar's previously announced acquisition of Hughes Communications, Inc.

  • Served as counsel to Vail Resorts Development Company and RCR Vail, LLC in connection with New York state registration to permissibly market its Vail, Colorado-based Ritz-Carlton Residences project to prospective New York purchasers.

  • Advised Victory Park Capital, LLC in connection with equity and debt financing transactions involving VPAA Co., the investment vehicle formed to purchase Gulfstream International Airlines.

  • Represented and advised the special transaction committee of the Board of Directors of Ameristar Casinos, Inc., in connection with the repurchase of shares from the company's largest shareholder.

  • Represented a NASDAQ-traded public company in a $40 million management-led going private merger transaction.

  • Served as local counsel to Ameristar Casinos and its subsidiaries and issued opinions in connection with tender offer for notes, notes offering and senior secured credit facility.

  • Served as counsel to The Capital Center LLC in connection with its investment in preferred equity in Capital Center Associates LLC joint venture effective as of April 11, 2011.

  • Served as Nevada corporate, gaming and real estate counsel to the owner of debt at Riviera in connection with restructuring out of bankruptcy, credit facility and related reorganization matters.

  • Served as Nevada counsel to Northrop Grumman Ship Systems International in connection with the issuance, by Huntington Ingalls Industries, Inc., of $600 million aggregate principal amount of its 6.875% Senior Notes due 2018 and $600 million aggregate principal amount of its 7.125% Senior Notes due 2021.

  • Served as Nevada counsel to Sentinel Capital Partners in connection with senior credit facility and subordinated note financing involving Chromalox, Inc. and its Nevada subsidiary Mexican Heat Holding Corp., as a guarantor, and issued opinions to lenders and note purchasers.

  • Served as Nevada corporate counsel and issued a legal opinion in connection with a $750 million revolving credit facility of Herbalife International, Inc. and certain of its domestic and international affiliates, as borrowers and guarantors.

  • Represented company in pursing program management contracts for the reconstruction of Haiti.

  • Represented RockResorts International in connection with the management of the Bimini Bay Resort in the Bahamas.

  • Negotiated and consummated the purchase of an 18-hole golf course, club house, and related facilities located in Henderson, Nevada. Brownstein also advised the client on various real estate, litigation, corporate water rights and business licensing matters.

  • Represented CBS Outdoor Inc. on Denver compliance and land use issues involving outdoor advertising devices, including matters involving ordinance changes to the Denver sign code.

  • Served as counsel to WealthTouch, Inc. on its licensing, general intellectual property and several rounds of preferred equity and convertible debt.

  • Served as counsel to the Flamingo Las Vegas Hotel and Casino in negotiation of the intellectual property and other rights necessary to develop a Margaritaville-themed gaming area at the Flamingo. This area is approximately 15,000 square feet and includes 22 table games and 220 slot machines.

  • Represented RockResorts in the management of Half Moon Resort in Rose Hall, Jamaica, one of the premier Caribbean destinations.

  • Represent RockResorts in their management of the Alma del Pacifico Hotel, a beachfront Costa Rican property previously named Xandari by the Pacific, a destination that is consistently ranked by Conde Nast Traveler as one of the best in Latin America.

  • Represented Cross MediaWorks, a multi-platform media firm that manages media on a targeted and measured basis, including the historical management of television media for one of the nation's largest charities, Feed The Children. Brownstein successfully pursued to a monetary settlement in a breach of contract action against Feed The Children which arose in connection with an upheaval in senior management at the charity. In addition to achieving a settlement, the business relationship was preserved.

  • Served as counsel to Renal Ventures Management, LLC on its $30 million private placement of debt and warrants with Goldman Sachs, and related redemption of stockholder equity. Renal Ventures Management is engaged in the business of providing intermittent or continuous renal replacement therapy, dialysis supply services, renal diagnostic testing and other health care services.

  • Acted as special Nevada counsel to AutoZone, Inc. in its $500 million offering of senior notes due 2020.

  • Served as local Nevada counsel to Petroleum Development Corporation and its Nevada subsidiary, Unioil, in connection with the amendment of its existing credit facilities, and issued a local counsel opinion.

  • Represented Steven Holtze Corporation in connection with the management of the Juniper Hotel in Philadelphia, Pennsylvania.

  • Represented a national liquor distribution company in its sale of membership units.

  • Represented Sage Hospitality in connection with the management and development of the Spring Hill Suites at Metro State College of Denver.

  • Served as local counsel to EBNT Holdings LTD in connection with a merger and acquisition of a Nevada corporation. Brownstein handled the related financing which involved both a credit facility and notes purchase.

  • Representation of a national pharmacy benefits manager in response to a request for proposal from Nevada State Purchasing.

  • Representation of a national IT company in response to a request for proposals from Nevada State Purchasing.

  • Assisted Graham Packaging Company, L.P. in a $568 million strategic acquisition of another manufacturer and supplier. In the transaction, Graham Packaging Company acquired all of the limited partnership units of the target company from the company's limited partners and all of the stock of each of the company's three corporate general partners from their stockholders. A manufacturer and supplier of technology-based, customized blow molded plastic containers for the branded food and beverage, household, personal care/specialty and automotive lubricants product categories, Graham Packaging Company is a portfolio company of Blackstone Capital Group.

  • Represented Starwood Hotels and Resorts in connection with the management and development of the Westin Denver International Airport.

  • Represented two private equity firms in successful bid for and acquisition of SouthWest Water Company (SWWC), a publicly-traded, investor-owned water utility with operations in several states in the western and southeastern United States. Brownstein attorneys provided strategic advice, performed due diligence, assisted with the merger and acquisition, and acquired regulatory approvals for the transaction from state public utility commissions. This is the first successful public-to-private conversion of a water company in the past decade, and SWWC was one of only 13 publicly-traded companies in the United States. The transaction matter was nominated for Water Deal of the Year at the Global Water Awards held in Berlin as part of the 2011 Global Water Summit.

  • Represent DLJ Real Estate Capital Partners in connection with the management of a hotel in Nashville, Tennessee.

  • Represented Fairfax Securities Corporation as placement agent and acted as special tax counsel in a first-of-its-kind $18 million tax-exempt lease purchase financing agreement for an early college high school for the Las Cruces Public School District in New Mexico.

  • Represented Richfield Hospitality, Inc. in the placement of two management agreements for the management and operation of the Crowne Plaza Pittsburgh and a Monroeville, Pittsburgh Holiday Inn.

  • Represented a public company issuer in connection with its public offering of securities issued in the private placement via a registration statement filed with the SEC.

  • Represented an oil and gas company with respect to its public securities compliance matters including annual meetings and notice-the-access-compliance, proxy and executive compensation disclosures and reports on Forms 10-K, 10-Q and 8-K. Sections 13 and 16 reporting obligations.

  • Represent DLJ Real Estate Capital Partners in connection with the management of a portfolio of hotels in New Jersey, North Carolina and Virginia.

  • Represented Sage Hospitality in connection with the management of Hotel ICON in Houston, Texas.

  • Represented Icahn Enterprises and Carl Icahn in obtaining regulatory approval in Nevada, New Jersey, Louisiana, Mississippi and Indiana to become the majority shareholder and controlling beneficial owner of Tropicana Entertainment Inc. These approvals, which included findings of suitability for 10 Icahn principals and 15 Icahn subsidiaries, enabled Tropicana Entertainment to emerge from bankruptcy.

  • Served as local gaming, corporate and real estate counsel to Harrah's Entertainment, Inc. in connection with a $750 million second lien notes tack-on and issued Nevada counsel opinions.

  • Represented Merritt Equipment Co., a leading manufacturer and distributor of agricultural trailers and aluminum accessory products, in the acquisition of a Sacramento, California-based trucking accessories (fender bracket) manufacturing business owned by Z&Z Enterprises, Inc.

  • Represented Freeport LNG Investments, LLLP in the sale of significant economic interest in a liquefied natural gas receiving facility to international infrastructure funds.

  • Protected Bottling Plant from interference by City Council resulting from pressure by non-profit groups adverse to bottled water industry.

  • Represented Firehouse Ventures, LLC and its affiliates in the sale of all stock to VCA Animal Hospitals, Inc., a subsidiary of VCA Antech, Inc. Firehouse Ventures owned and operated six veterinary hospitals in the Denver metropolitan area.

  • Represented a private high school in a $12 million workout with bondholders.

  • Acted as local Nevada counsel to Cascades Inc. and its Nevada subsidiary, Norampac Export Sales Corp., in connection with its issuance of $500 million of 7 3/4% Senior Notes due in 2017 and $250 million of 7 7/8% Senior Notes due in 2020. Brownstein issued a legal opinion as a guarantor of the exchange notes.

  • Represented Emergency Medical Services Corporation as Nevada counsel in the financing of new senior secured credit facilities consisting of a $425 million 5-year term loan and a $150 million revolving credit facility, and issues opinions.

  • Assisted Global Employment Holdings, Inc., in drafting and adopting an equity incentive plan and associated designation of a new class of preferred stock.

  • Acted as local Nevada counsel in connection with offering by Reddy Ice Corporation of first lien senior secured notes and an exchange offer of second lien senior secured notes for senior discount notes of Reddy Ice Holdings, Inc.

  • Represented ARC Investment Partners, LLC in the private placement of Convertible Secured Promissory Notes and Common Stock Purchase Warrants.

  • Served as underwriter's counsel in connection with the delivery of a total of $239,365,000 University Enterprise Revenue Bonds. The University Revenue Bonds were delivered in three series: $76,725,000 Tax-Exempt University Revenue Bonds Subseries 2009B-1; $138,130,000 Taxable University Enterprise Revenue Bonds Subseries 2009B-2 (Build America Bonds -- Direct Payment) and $24,510,000 Tax-Exempt University Enterprise Refunding Bonds Series 2009C.

  • Defend a financial services company in a Department of Justice criminal investigation.

  • Conducted an internal investigation of one of the nation's largest insurance brokerages regarding alleged bid rigging and price fixing.

  • Representing DLJ Capital Partners in connection with its $120 million financing of a 565 key multi-state hotel portfolio.

  • Negotiated the development agreement with the City of Las Vegas for the design, construction and operation of the Smith Center for the Performing Arts. The Firm also negotiated and amended the first, second and third restated development agreements.

  • The Firm is providing advice and guidance on the sale of power from major wind farm facilities (up to 1500 MW) in Mexico to investor owned and public utilities in California, including securing cooperative agreements for transmission capacity, framing and wheeling, qualifying and registering projects with the California ISO (CAISO) and Energy Commission (CEC) as renewable energy projects, negotiating Power Purchase Agreements (PPAs), securing financing for projects and/or joint venture agreements, negotiating design, construction and operational agreements, and securing and unbundling Renewable Energy Credits (RECs) for the project.

  • Served as lead counsel for Freeport LNG Development, L.P. in the structuring, strategy and development of a liquefied natural gas (LNG) receiving and regasification facility in Texas. The firm acted as lead counsel in the structuring, negotiating and documenting of financing for the construction of the facility, development of a 7.5 billion cubic foot underground salt cavern gas storage facility, and expansion of the terminal, which included approximately $750 million in financing from ConocoPhillips Company and a $453 million private placement note issuance. Brownstein also oversaw the negotiation of long term terminal use agreements (TUA) with Dow Chemical Company and ConocoPhillips Company. The firm continues to serve as outside general corporate counsel to Freeport and its subsidiaries in all aspects of their businesses, including pursuing the redevelopment of the project into a liquefaction and export facility at a cost of $14 billion.

  • Assisted Global Employment Holdings, Inc., a temporary staffing and professional employment organization, in 'going dark' and recapitalizing. In the process, Brownstein assisted this Denver-based public company in issuing shares of common stock, promissory notes and preferred stock, and amended a senior credit facility. The recapitalization included converting a senior term loan into subordinated debt, issuing new debt, converting a portion of existing subordinated debt into equity, amending and restating the terms of existing subordinated debt and converting existing preferred stock into common stock.

  • Represented a western electrical utility with a large coal generation base regarding laws and proposals dealing with climate change. Advised the client regarding the economic and environmental issues relating to potential federal and state climate change laws. Representation included regulatory advocacy and advice on corporate climate change policy.

  • Represented the College of Santa Fe, New Mexico, in the $30 million sale of its real estate assets to the City of Santa Fe, and its personal property assets to an affiliate of Laureate Education.

  • Represented the asset purchaser of a bankrupt consumer product manufacturing company. Brownstein provided guidance through the bankruptcy process.

  • Represented the developer in the acquisition of a vacant hotel, obtaining entitlements for redevelopment of the site as a mixed-use (residential/retail), transit-oriented development; resolution of title matters; construction financing; leasing of retail space and eventual $60.9 million sale of the project in Denver, CO.

  • Represented construction contractors for Colorado's $1.8 billion T-REX highway and light rail expansion project, as well as for the state’s $845 million E-470 Public Highway Project and $425 million Northwest Parkway Public Highway Project. Counseled on contract formation, design and construction claims resolution, and litigated cases related to the Denver International Airport Terminal and Concourse C Project, Colorado’s Jefferson County Government Center Project, the Black Hawk Casino by Hyatt Project, the Denver Convention Center Hotel Project, the Ray Nixon Power Plant (Colorado Springs, CO), and the $240 million Denver Convention Center Hotel Project.

  • Serve as outside general counsel to well-funded start up telecommunications company offering broadband Internet service via satellite to rural communities.

  • Serve as principal outside legal counsel to a major retailer operating more than 450 stores in 45 states across the country.

  • Represent Signet Solar Inc. in a Department of Energy loan guarantee transaction and project financing associated with its Sun Kachina PV production facility in Belen, New Mexico.

  • Represent Honeywell International Inc. in its biofuels certification and Department of Energy grant processes.

  • Represented Dividend Capital Total Advisors in developing a joint venture platform for fund formation. Brownstein also handled the employee equity incentive package and tax matters related to the transaction.

  • Brownstein represents AREA Property Advisors, a hotel portfolio owner, in all aspects of hotel ownership and various operations issues. For more than 11 years, Brownstein has handled AREA Property Advisor's real estate acquisition and disposition, multiple financings as a portfolio or individual property, franchise/license agreements, hotel management agreements, leasing, partnership restructuring and formation, tax credit financing of historic property, and foreclosure and bankruptcy-related advice as well as loan workouts.

  • Brownstein represents Verge, a family of venture capital funds, in the formation of their first and second funds, a sidecar fund and the majority of their investments to date.

  • Represented a real estate management software and services company for all company and stock asset acquisitions.

  • The Firm served as temporary in-house counsel to Global Cash Access, a provider of cash access products to the gaming industry. Brownstein assists with day-to-day business and contracts.

  • Represent Grupo Cementos de Chihuahua, a Mexico-based cement and basic materials company, in the majority of their legal work in the United States. Brownstein has represented the company in multiple acquisitions of redi-mix companies and assets, bank finance matters, intellectual property, employment, ERISA and employee benefits matters, construction disputes, property tax issues and environmental and permitting matters.

  • Represented Highgate Hotels, L.P. in connection with the management of two hotels in the greater San Francisco area.

  • Represented the purchaser/redeveloper of the former Gates Factory site, which consists of 55 acres and 2 million building square feet, located at I-25 and Broadway in Denver. The firm's work for the redevelopment involved brownfields redevelopment, environmental remediation, acquisition of entitlements for a mixed-use transit-oriented development, neighborhood negotiations and structuring of public and private financing.

  • Represented Fletcher Jones Toyota in the resolution of more than 40 subcontractor lien claims in favor of the Toyota dealership expansion.

  • General Counsel, Chino Basin Watermaster, under the case Chino Basin Municipal Water District v. City of Chino, San Bernardino Superior Court Case No. RCV 51010. 2000 to 2012.

  • Represented Stonebridge Realty Advisors, LLC in connection with its appointment by a receiver as hotel manager for two distressed hotels in Colorado.

  • Served as Nevada counsel to Ruffin Acquisition, LLC in connection with its $775 million acquisition of Treasure Island, LLC, owner of the Treasure Island Resort on the Las Vegas strip.

  • Counseled Chicago Grade Landfill, Inc. on land use permitting and Williamson Act issues resulting in a long-term permit for operation expansion.

  • Handled all environmental and water compliance issues with the State of Colorado for a large animal production facility and achieved a favorable settlement for a number of alleged violations of environmental compliance laws at their facilities.

  • Represented DLJ Real Estate Capital Partners in regards to a portfolio of nine hotel management agreements.

  • Represented a New Valley Realty in the acquisition of a distressed note and foreclosure on a Palm Springs, California development, including pursuit of guaranties. Brownstein enforced a completion guaranty against the borrower that required them to complete all improvements for a golf course resort community enabling the completion of the community, golf course clubhouse and resale of lots.

  • Provides general counsel services to Goleta West Sanitary District, a California public agency, including advice to the Board of Directors and management; drafting of ordinances and resolutions, contracts and other legal documents; business negotiations; regulatory compliance and litigation.

  • Formed mutual water company to serve new development in El Dorado County, California.

  • Representing Golden State Water Company for development of a new water utility service area in Sutter County, California, including water resource and infrastructure planning, negotiation of water supply agreements, and acquisition of certificate of public convenience and necessity from the California Public Utilities Commission.

  • Represented brandbase Holdings, Inc. as company counsel in connection with CHB Capital Partner III, L.P.'s follow-on investment of $1 million in the company. The investment was in the form of Series B Preferred Stock.

  • Served as bond counsel in the remarketing of $20,000,000 of General Obligation Variable Rate Bonds, Series 2004, by Bachelor Gulch Metropolitan District in Eagle County, Colorado.

  • Supervision of the preparation of a wide variety of environmental documents (from Notices of Exemption to Environmental Impact Reports) for infrastructure construction, State Water Project water transfers, and water banking.

  • Advised private project developers related to proposed desalination plants in Mexico and water supply pipelines to the United States.

  • Served as securities and real estate counsel to Elevation Integrated Hardware Block, LLC in connection with the loan, joint venture structuring and private placement to finance the acquisition of Hardware Block Condominiums at 1515 Wazee Street in Denver.

  • Negotiated the lease agreement and management agreement for Union Health Clinic on behalf of the Construction Industry and Laborers Health and Welfare Trust in Nevada.

  • Represented Fairmont Hotels & Resorts, Inc. in connection with various development and resort management transactions, including the Fairmont Vail, a master planned luxury resort community located in Vail, Colorado and the Fairmont Roco Ki, a master planned luxury resort community located in the Dominican Republic.

  • Served as local counsel to Quest Resource Corporation in its common stock offering.

  • Brownstein represented battery manufacturer, Enersys, in a local counsel opinion for a Bank of America loan.

  • Represented brandbase USA, Inc. in the purchase of 100 percent of the assets of Technine, Inc. The acquisition was funded by CHB Capital's private equity investment in brandbase Holdings.

  • Represented brandbase Holdings, Inc. in connection with CHB Capital Partners III, L.P.'s investment of $6.5 million in the company in the form of Series A Preferred Stock. The proceeds of this investment were used to consummate two acquisitions, where we also served as company counsel.

  • Represented a Colorado solar company in successfully negotiating and installing a large solar project in an army base in Afghanistan.

  • Served as local Nevada counsel in Apollo and Texas Pacific Group's acquisition of Harrah's Entertainment, Inc. including the $32 billion multiple levels of financing - CMBS, revolver, bridge, gaming equipment and mezzanine loans - and issued opinions.

  • Represented brandbase USA, Inc. in the purchase of 100 percent of the assets for Nomis Design, Inc., a Canadian sports retailer.

  • Served as counsel to Coastal QSR Holdings, LLC on the acquisition of the assets of 44 Taco Bell and multibrand restaurants, concentrated in Florida. The transaction included related real estate owned by Tromble and Company, Inc., Tromble and Company Operations, Inc. and Tromble and Company East, Inc.

  • Represented Burlington Northern Santa Fe Corporation in various sale and joint venture transactions to build technology platform to meet Congressionally mandated requirements for the rail industry to implement Positive Train Control.

  • Represented Meteorcomm LLC, a global, wireless telecommunications company providing data communications solutions and services, in general corporate and intellectual property licensing transactions.

  • Represented a group of companies in a partnership dispute involving six simultaneous litigation matters spread out over several states. The disputes were resolved through the successful sale of the joint venture.

  • Served as Nevada counsel with respect to Station Casinos, Inc.'s $8 billion going private transaction, including the various related layers of financing: CMBS financing, revolver financing and mezzanine financings.

  • Represented the Fitzgerald's Hotel & Casino in its financing.

  • Represented a California health club organization in the preparation of a property report assessing land use opportunities and constraints relative to long-term planning for a community recreation facility.

  • Represented the Baptist Road Rural Transportation Authority as bond counsel in connection with its issuance of $21.5 million of Sales and Use Tax Revenue Bonds, Series 2007.

  • Served as Nevada counsel to Core Revere Holdings, LLC in the acquisition of the Revere Golf Course in Henderson, Nevada.

  • Represented an individual private investor in the acquisition of approximately 24 acres of real property located in Douglas County, Colorado. Brownstein handled the associated matters in connection with developing the property as an osteopathic college, including the negotiation of related contracts for the acquisition of additional adjacent property and the development, cost-sharing, tap purchase and infrastructure acquisition agreements between the investor, the seller and various metropolitan districts.

  • Represented Lennar Colorado, LLC, a large Colorado developer, in a complex option to purchase and share in the construction and development of a private golf course community in Adams County, Colorado.

  • Represented Pinnacle Entertainment, Inc. in the negotiation of a casino lease at Four Seasons, Great Exuma in the Bahamas.

  • Represented Chilmark Partners, an investment banking firm, in management's buy-out of Chilmark's equity interest in Starmark Holdings, an athletic club company.

  • Represented Global Employment Holdings, Inc. in a $120 million recapitalization and public shell merger.

  • Represented Lennar Colorado, LLC, a large Colorado developer, in connection with a transaction involving the sale of a portfolio property as well as the simultaneous acquisition of a similar portfolio of real property from another developer. This unique real estate acquisition and disposition matter involved two separate private asset-holding 'landbank' investment firms and the negotiation of construction agreements related to the completion of platting and infrastructure improvements to both portfolios, and the negotiation and management of the corresponding option agreements.

  • Represented American Nevada Corporation and its affiliates in a corporate reorganization.

News & Events

Meet The Team

Steven W. Farber Shareholder T 303.223.1109 sfarber@bhfs.com
Ellen Schulhofer Shareholder T 702.464.7059 eschulhofer@bhfs.com
Avi Loewenstein Associate T 303.223.1136 aloewenstein@bhfs.com
George Short Shareholder T 805.882.1441 gshort@bhfs.com
Jeffrey M. Knetsch Shareholder T 303.223.1160 jknetsch@bhfs.com
Albert Z. Kovacs Shareholder T 702.464.7076 akovacs@bhfs.com
Robert P. Attai Shareholder T 303.223.1271 rattai@bhfs.com
Alexandra Fidler Metzl Shareholder T 303.223.1157 ametzl@bhfs.com
Rikard D. Lundberg Shareholder T 303.223.1232 rlundberg@bhfs.com
Michelle Lee Pickett Shareholder T 805.882.1422 mpickett@bhfs.com