Securities - Brownstein Hyatt Farber Schreck

Brownstein’s Securities Group offers clear, practical advice regarding the full spectrum of securities laws and regulations, including SEC disclosure and compliance and stock exchange listing and compliance. We provide “early warning” of new developments and assist you in preparing for change ways that are tailored to your business. 

Our Group represents issuers, underwriters, venture capitalists, lenders and other investors in public and private offerings of debt, equity and asset-based securities. In addition to securities attorneys who focus on the transactional side of your business, our team is comprised of trial attorneys who skillfully represent clients in enforcement actions brought by federal and state regulators. Our trial attorneys also defend companies and their officers and directors in shareholder and derivative litigation. We work from a deep knowledge of securities law, corporate governance and financial markets to anticipate new developments and devise a strategy to better position your company for compliance and, more importantly, for success.

By collaborating with the firm’s Private Equity and Mergers & Acquisitions groups, we offer a full complement of services that includes assistance in SEC reporting and the formulation and implementation of programs to assist in the management of securities law compliance. 

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

  • Represented Real Goods Solar, Inc. in a $2,800,000 public offering of units, each unit consisting of one share of Series A 12.5% Mandatorily Convertible Preferred Stock, and one Series H Warrant to purchase approximately 181.8181 shares of Class A common stock.

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

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

  • Represented borrowers Azura Harbor Holdings, LLC and Azura, LLC in connection with a term loan and two separate revolving loans from Guaranty Bank.

  • Counsel to 3D Lacrosse in obtaining $5.23 million in equity financing.

  • Represented Real Goods Solar, Inc., a solar energy company, in an underwritten secondary public offering of units consisting of common stock and warrants for gross proceeds of $20,060,000. The warrants and the common stock issued as part of the units were issued under an effective registration statement on Form S-3.

  • Handled joint venture structuring, financing (private, Fannie Mae and Freddie Mac), acquisitions and dispositions plus general corporate and securities work for a private equity client focused on multifamily projects.

  • Represented Prospect Global Resources Inc. (Nasdaq: PGRX), a Denver-based public company that is developing a potash mine in northeastern Arizona, in a public offering of units consisting of common stock and warrants to purchase common stock.

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

  • 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.

  • Represented Prospect Global Resources in its initial public offering and follow-on public offerings.

  • Leveraged dividend recapitalization of Cross MediaWorks, Inc. existing senior and subordinated indebtedness.

  • Served as Nevada counsel to a New York Stock Exchange-listed corporation defending more than a dozen putative class actions in Nevada to enjoin the corporation's acquisition of a Nasdaq-listed corporation, a transaction valued at over $360 million. A key issue in the case was the appropriate legal standard for the duties owed by corporate directors of a Nevada corporation when confronted with a potential change of control, such as the sale of the corporation. Specifically, on a motion for preliminary injunction, the lead Nevada court addressed whether the directors of a Nevada corporation are subject to the legal standard established in the Delaware case Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986) and its progeny. After extensive, expedited briefing and oral argument, the court denied plaintiffs' motion for preliminary injunction, rejected application of the Revlon standard and held instead that the codification of the business judgment rule set forth in NRS 78.138 was applicable in the case. The acquisition closed shortly thereafter.

  • Represented Exagen Diagnostics, Inc. in connection with the sale of Series B-2 preferred stock and reclassification of other shares of stock.

  • Represented Exagen Diagnostics, Inc. in connection with multiple sales of convertible notes.

  • Assisted Pinnacle Entertainment, Inc. (NYSE: PNK), a casino operator, in conducting a value-for-value option exchange program where eligible employees could exchange certain 'underwater' options to purchase common stock for new options covering a lesser number of shares of common stock. The exchange offer expired in September 2011 and achieved 100% participation.

  • 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.

  • Served as counsel to Pinnacle Entertainment, Inc., as borrower in a $410,000,000 syndicated revolving credit facility in connection with a Fourth Amended and Restated Credit Agreement, with Merrill Lynch, Pierce, Fenner & Smith and J.P. Morgan Securities LLC as Joint Lead Arrangers, and Barclays Bank PLC, as Administrative Agent.

  • 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.

  • Assisted Pinnacle Entertainment, Inc. (NYSE: PNK), a casino operator, in registering a unique ongoing public offering of shares of common stock to customers under a customer loyalty program. The Securities and Exchange Commission declared the offering's registration statement on Form S-3 effective in July 2011. Brownstein believes this offering is only the second such registered offering becoming effective.

  • Negotiated the lease for Western Athletic Clubs, a chain of luxury health and fitness clubs in California, in a Sears-owned space of more than 60,000 square feet.

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

  • Represented Credit Suisse Group in complex funding, hedging, credit swap and investment transactions.

  • Represented Exagen Diagnostics, Inc. in connection with the sale of convertible preferred stock and warrants.

  • Represented Resun Modspace, Inc. in connection with the amendment and restatement of its credit facility and related amendments to Nevada deeds of trust.

  • Served as local Nevada counsel to Emergency Medical Services Corporation in an opinion rendered in its $2.7 billion bank financing and private placement of debt securities.

  • 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.

  • 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.

  • Acted as special Nevada counsel to Vail Resorts, Inc. in its $390 million offering of senior subordinated notes due 2019.

  • Served as Nevada counsel to Caesars Octavius, LLC and Caesars Ling, LLC with respect to a new $450 million credit facility to be used to complete the construction of the Octavius Tower at Caesars Palace and to develop a retail, dining and entertainment project between the Imperial Palace and Flamingo properties.

  • 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 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.

  • Negotiated and prepared a stock redemption agreement, promissory notes and ancillary documents in connection with the redemption of majority stockholders in a Nevada corporation.

  • Served as Nevada counsel and issued multiple local counsel opinions on behalf of Centennial Asset Mining Fund LLC, as a guarantor of the obligations of a Brazilian affiliate under a debt assignment and amendment to loan agreement. This was in connection with financing for the acquisition of a Canadian public company and as guarantor in a financing involving an affiliated Brazilian public company.

  • 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 Exagen Diagnostics, Inc. in connection with the sale of Series B-1 Preferred Stock.

  • Represented Exagen Diagnostics, Inc. in connection with the sale of convertible notes.

  • Represented Exagen Diagnostics, Inc. in connection with the sale of its Series B-1 Preferred Stock and Warrants.

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

  • Served as local counsel in connection with the refinancing of Reddy Ice Group's existing credit facility, a new revolving loan and a deed of trust amendment.

  • Represented a private equity investment firm in its initial platform acquisition of a leading provider of innovative repairs and advanced coatings for the aerospace, industrial gas turbine and oil and gas industries from a private equity fund.

  • Served as local Nevada counsel to Apricus Biosciences, Inc., formerly known as Nexmed, Inc., in connection with the issue and sale of units consisting of common stock and warrants.

  • 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.

  • Represent an international asset management firm in obtaining regulatory approval in 38 states for the company to beneficially hold shares in 10 publicly-traded gaming companies. These approvals, which included applications for certification as an institutional investor in casinos, gaming manufacturers, gaming distributors and gaming suppliers, enabled the company and its affiliates and subsidiaries to passively invest in publicly-traded gaming companies.

  • 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.

  • Served as special Nevada counsel to CB Nevada Capital Inc., a subsidiary guarantor under Cott Corporation's senior secured asset-based lending credit facility with JPMorgan Chase Bank, N.A. The new four-year revolving credit facility provides financing up to $275 million in the United States, Canada and the United Kingdom.

  • 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.

  • 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.

  • Served as Nevada corporate, real estate and gaming counsel to Wynn Resorts, Limited and issued opinions in connection with a $1.3 billion first mortgage notes offering.

  • Represented RLJ Hospitality Funds in connection with a loan modification secured by hotel property.

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

  • 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 the purchaser in the sale of an equipment lease portfolio involving investment-grade paper.

  • 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.

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

  • Served as Nevada corporate and gaming counsel to Harrah's Entertainment Inc. in connection with its $654 million acquisition of Planet Hollywood Resort & Casino in Las Vegas, and the subsequent modification of its credit facility.

  • Served as local counsel to Landry's Restaurants, Inc. in connection with Golden Nugget, Inc.'s amendments to its 1st and 2nd lien credit agreements, including certain covenants and restrictions. The Firm issued corporate and gaming opinions to the administrative agent for the lender, as to Golden Nugget, Inc. and its Nevada subsidiaries.

  • Represented certain subsidiaries of Western Athletic Clubs, Inc., as the borrowers, in negotiating and closing a $9 million credit facility with the U.S. Bank National Association.

  • Assisted Western Athletic Clubs reorganize its corporate structure through internal corporate mergers.

  • Counsel to national lender in a $90 million senior and mezzanine acquisition loan secured by three major office properties.

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

  • Represented a management company in a $109 million refinancing project secured by a 41-property business park.

  • 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 lender in restructuring a $47 million loan to secure new capital for maintenance and capital improvements for a residential golf community under development through foreclosure.

  • 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.

  • 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.

  • 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 media company in the refinancing of its junior-level debt and in the sale of related equity.

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

  • Represented the borrower, a subsidiary of Western Athletic Clubs, Inc., in negotiating and closing a $27 million credit facility with the U.S. Bank National Association.

  • Represented Opbiz, LLC in the modification of a $800 million loan entailing the rebalancing of the cash reserves from operations for both the borrower and the lender's use.

  • Represented Treasure Island, LLC in connection with refinancing its acquisition financing for the Treasure Island Hotel and Casino.

  • Represented the Southern Nevada Water Authority in achieving new water supplies to supplement its existing reliance on the Colorado River. Representation included the funding for start up of the Yuma Desalting Plant, the development of ocean desalination facilities and conservation projects in Mexico and the development of in-state water supplies.

  • Represented a public temporary staffing and professional employer organization in its recapitalization and going private transaction.

  • Represented Actuant Receivables Corporation as the seller when the company entered into a receivables purchase agreement and amendments with Wachovia. Brownstein issued an opinion to Wachovia regarding corporate matters, governmental approvals and UCC filings.

  • 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.

  • Represented land developer for formation of an investor-owned water and wastewater utility company in Alabama.

  • Represented a major national bank in a workout of a $10 million loan secured by Western Slope hospitals in Colorado.

  • 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 local counsel to one of Dick's Sporting Goods' Nevada subsidiaries in connection with an amendment to its existing credit facility with General Electric Capital Corporation. Brownstein conducted corporate diligence and issued an opinion letter in connection with the loan transaction.

  • Negotiated a $40 million credit facility with Bank of America for Western Athletic Clubs.

  • Represented a public company in a "merger of equals" with a privately-held company. The transaction required registration of securities issued in the transaction with the SEC on form S-4 and shareholder approval.

  • Represented Grupo Cementos de Chihuahua as the borrower in a multi-hundred-million dollar credit facility among a group of international lenders.

  • Represented Progressive Gaming International Corporation as local counsel in connection with its sale of assets, stock, warrants and notes to IGT, a gaming machine manufacturer.

  • Represented a media company in its simultaneous $98 million asset and stock acquisitions of two media companies. The transaction included installation of a senior credit facility and a subordinated loan.

  • Provided local counsel representation and opinion to Crusader Energy Group in connection with a credit facility.

  • 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 a private company and certain subsidiaries, as the borrowers in negotiating and closing a multi-million dollar credit facility with Siemens First Capital. N.A.

  • Represented an investor group in the purchase of a majority of membership interests in a private company. The company is a top tier purchaser and servicer of credit debt obligations which were the subject of bankruptcy claims.

  • Represented a major institutional bank in issuing a Revolving Line of Credit to a borrower in the agricultural industry.

  • Represented a public company issuer in connection with its (i) merger with an operating company located in the People's Republic of China, (ii) simultaneous $8.5 million private placement of Series A Preferred Stock and Warrants, and (iii) subsequent public offering of securities issued in the private placement via a registration filed with the SEC. Brownstein assisted this client in establishing a market capitalization of approximately $250 million.

  • 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 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 CCA, Inc., a holding company which owns and operates a network of radio stations, in the refinance of a multi-million dollar term loan with United Western Bank.

  • Served as counsel to BNSF Logistics, LLC on the acquisition of stock of Texas-based third-party transportation logistics/import-export brokerage companies Diversified Freight Logistics, Inc. and Royal Cargo Lines.

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

  • 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.

  • 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 Gordon Gaming Corporation in the $345 million sale of the Sahara Hotel & Casino.

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

  • Represented UBS Securities in its underwriting of $35 million in Clean Water Resources and Power Development Authority, Clean Water Revenue Bonds, 2007 Series A.

  • Served as Nevada and New Mexico counsel in the asset acquisition and financing of Resun Leasing, Incorporated's mobile and modular structure business.

  • 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 Kohlberg & Company in its $160 million sale of Invisible Fence.

  • Represented Firehouse Ventures, LLC in a JP Morgan Chase credit facility.

  • Represented Firehouse Ventures, LLC in an investment from Lakeview Equity Partners I, L.P.

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Meet The Team

Adam J. Agron Shareholder T 303.223.1134 aagron@bhfs.com
Robert P. Attai Shareholder T 303.223.1271 rattai@bhfs.com
Gregory W. Berger Shareholder T 303.223.1158 gberger@bhfs.com
Jonathan R. Bloch Shareholder T 310.500.4632 jbloch@bhfs.com
Kevin A. Cudney Shareholder T 303.223.1166 kcudney@bhfs.com
Jennifer Eiteljorg Shareholder T 303.223.1162 jeiteljorg@bhfs.com
Aaron M. Hyatt Shareholder T 303.223.1107 ahyatt@bhfs.com
Albert Z. Kovacs Shareholder T 702.464.7076 akovacs@bhfs.com
Jeffrey M. Knetsch Shareholder T 303.223.1160 jknetsch@bhfs.com
Michael W. King Shareholder T 303.223.1130 mking@bhfs.com
Avi Loewenstein Associate T 303.223.1136 aloewenstein@bhfs.com
Kristin Macdonald Shareholder T 303.223.1242 kmacdonald@bhfs.com
Trayton D. Oakes Associate T 303.223.1295 toakes@bhfs.com
Rikard D. Lundberg Shareholder T 303.223.1232 rlundberg@bhfs.com
Ryan L. Nichols Associate T 303.223.1112 rnichols@bhfs.com
Christopher D. Reiss Shareholder T 303.223.1144 creiss@bhfs.com
Elizabeth D. Paulsen Shareholder T 303.223.1187 epaulsen@bhfs.com
Frank A. Schreck Shareholder T 702.382.2101 fschreck@bhfs.com
Mark A. Stockwell Associate T 303.223.1181 mstockwell@bhfs.com
Margaux Trammell Shareholder T 303.223.1192 mtrammell@bhfs.com
Sara R. Mares Paralegal T 303.223.1476 smares@bhfs.com