Corporate Finance - Brownstein Hyatt Farber Schreck

Focused on the middle market, our Corporate Finance Group represents banks and other financial institutions, borrowers and private equity sponsors on all aspects of acquisition and leveraged financing transactions—from deal structuring and commitment stage to closing. 

The Corporate Finance Group collaborates with the firm’s mergers and acquisitions, tax, real estate and corporate restructuring attorneys, delivering finance solutions that speak to the comprehensive needs of your business. Whether borrowing, lending or restructuring, our extensive market experience and multidisciplinary approach ensures we successfully close your deals.

Our integrated team includes professionals in tax, benefits, employment and labor; environmental, intellectual property, real estate and regulatory law who are on top of recent market development, market terms and market conventions for loans. They work with a wide variety of clients, including syndicated bank groups, financial sponsors, mezzanine lenders, asset-based lenders, cash flow lenders, and public and private companies.

Representative Matters
  • Represented Multispecialty Physician Partners, LLC in a revolving credit facility from JPMorgan Chase Bank.

  • Represented Guaranty Bank and Trust in a term loan and revolving credit facility for SSP Innovations, LLC, a prominent Geographic Information Systems and work management software company, and a portfolio company of Warren Equity Partners.

  • Represented Subsea Global Solutions, a portfolio company of Lariat Partners, in the acquisition of, and acquisition financing for, All-Sea Underwater Solutions. Subsea is global leader in underwater ship maintenance, repair, and marine construction.

  • Represented Full Sail Brewing Company in a term loan and revolving credit facility from Bank of the West. Full Sail is a craft brewery located in hood River, Oregon, and a portfolio company of Encore Consumer Capital.

  • Represented True West Capital Partners in providing acquisition financing to Gauge Capital in connection with its acquisition of International Designs Corporation, an add-on acquisition to Beauty Industry Group. Additionally, represented True West Capital Partners in an equity co-investment in the parent holding company of Beauty Industry Group.

  • Represented Bow River Capital Partners in its acquisition of and acquisition financing for Midstate Energy, L.L.C. Midstate Energy is an independent provider of comprehensive development, design and engineering services relating to infrastructure upgrades and energy efficient, asset sustainability solutions.

  • Represented Guaranty Bank and Trust in a term loan and revolving credit facility for IRI Consultants and OD Management Strategies, each a leading human resources business consulting company and portfolio company of Bow River Capital.

  • Represented KeyBank National Association in term loan and revolving credit facility for the acquisition by RailPros Holdings, LLC of RailPros, Inc., RailPros Field Services Inc., and Railpros Inspection Services, LLC.

  • Represented KeyBank in providing financing to an existing portfolio company for an add-on acquisition.

  • Represented Clarion Capital Partners, LLC in its acquisition of and acquisition financing for Madison Logic, Inc.

  • Represented Squaw Valley Alpine Meadows in a refinancing of a term loan and revolving credit facility from Wells Fargo Bank. Squaw Valley Alpine Meadows is a premier ski resort and a portfolio company of KSL Capital Partners.

  • Represented Guaranty Bank and Trust in a term loan and revolving credit facility for SpeedPro Imaging, a leading large format custom graphic printing company in the United States and Canada and a portfolio company of Fairfield-Maxwell.

  • Represented Vectra Bank in the negotiation of a revolving line of creidt for ADA Carbon Solutuions (Red River), LLC.

  • 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 The Bay Club Company in securing term and revolving credit facilities. Proceeds were used to repay existing credit facilities and will be used for future acquisitions, capital expenditures and working capital.

  • Represented KeyBank in a term loan and revolving credit facility for Genesee A&B, LLC, a leading manufacturer of custom and precision metal components for the automotive industry.

  • Represented First National Denver in a bridge loan credit facility for a real estate fund of Bow River Capital Partners, a Denver-based private equity firm focused on the lower middle market.

  • Represented Grand Targhee Resort, LLC in obtaining equipment financing from Landmark Financial for the construction of a new chairlift.

  • Represented Grand Targhee Resort, LLC in obtaining a credit facility from United Bankers’ Bank.

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

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

  • Represented Endeavour Structured Equity and Mezzanine in providing acquisition financing to Gauge Capital in connection with its acquisition of Beaurty Industry Group.

  • 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.

  • Represented Full House Resorts, Inc. in connection with the amendment and restatement of its First Lien Credit Facility and a $30,000,000 upsize, amendment and restatement of its Second Lien Credit Facility in connection with the acquisition by Full House of all of the assets associated with Bronco Billy’s Casino.

  • Represented Thundershirt, LLC in a term loan and revolving credit facility from Comerica Bank. Thundershirt is a leading provider of calming products for household pets and a portfolio company of Encore Consumer Capital

  • Represented KeyBank National association in a term loan and revolving credit facility for the acquisition by Building Industry Partners, as Sponsor, of an interest in Split-Rail Fence Company, LLC, a company engaged in the business of distributing and installing permanent fencing products.

  • Represented The PrivateBank and Trust Company in a term loan and revolving credit facility for Spectralink Corporation, a leading provider of mobile communication solutions in the United States and abroad and a portfolio company of Sun Capital Partners, Inc.

  • Represented KSE Radio Ventures, LLC, a wholly-owned subsidiary of Kroenke Sports & Entertainment, LLC, in its acquisition of Denver broadcast radio station KRWZ from Entercom Communications Corp.

  • Represented NBH Bank in a revolving credit facility for Cosmetic Design Group, LLC, a custom supplier of color cosmetics and beauty products.

  • Represented KeyBank National Association in a term loan and revolving credit facility for the acquisition of Capco, LLC, a manufacturer of machine gun mounting systems, small arms and ordinance components, electronic assemblies and electro-explosive devices.

  • Represented Renewable Energy Systems Americas Inc., a leading developer and operator of clean energy projects, in the financing of two utility-scale energy storage facilities (39.6 MW) in the greater Chicago area.

  • Represented Guaranty Bank and Trust Company, as lender to HCC Acquisition, LLC, a portfolio company of Copley Equity Partners.

  • Represented KeyBank, as administrative agent for a syndicated bank group, in the extension of additional credit and new term loans under an existing facility for the amount of $775,000,000 with Air Methods Corporation, an industry leader in air medical transportation.

  • Represented Yardi Systems Inc., a leading provider of real estate investment and property management investment software, as borrower.

  • Represented BCOM Investment Partners, LLC in its equity private placement and secured note financing.

  • Represented Guaranty Bank & Trust as lender to Flamingo Island Flea Market, a portfolio company of MBH Enterprises.

  • Represented Encore Consumer Capital in its financing of the acquisition of Full Sail Brewing Company, a craft brewery located in Hood River, Oregon.

  • Represented Grand Targhee Resort, LLC in restructuring of indebtedness with PSB Credit Services, Inc.

  • Represented KeyBank National Association in a term and revolving credit facility for Horizon Ag-Products.

  • Represented Alerion Capital Group in Series A-1 Senior Convertible Preferred investment in Isonas, Inc.

  • Represented Freeport LNG Investments, LLLP in connection with a loan in excess of $1 billion from IFM Global Infrastructure Fund and Highbridge Principal Strategies, secured by Freeport LNG Investments, LLLP's direct and indirect interests in Freeport LNG Development, L.P., an LNG import/export facility in Freeport, Texas.

  • Represented PAS Technologies, Inc., a portfolio company of KRG Capital Partners, LLC, in the sale of its Irish industrial gas turbine subsidiary to Knox Capital Holdings, LLC, a private equity investment firm.

  • Served as Nevada counsel to Quantum Utility Generation, LLC in connection with its purchase of general partnerships that together own an approximately 85 megawatt cogeneration facility located in Clark County, Nevada.

  • Brownstein acted as outside general counsel for Freeport LNG Development, L.P. (Freeport LNG) and its subsidiaries in the funding of a multi-train natural gas liquefaction and export facility being constructed at Freeport LNG’s existing LNG regasification facility at Quintana Island near Freeport, Texas ("the Freeport Facility"). The funding took the form of a separate debt facility and joint venture for each of Train 1 and Train 2 of the Freeport Facility. The total committed debt and equity (including for contingencies and cost overruns) is in excess of US$11 billion. The financing was the largest fully non-recourse construction project financing in history.

  • Represented Kroenke Sports & Entertainment, LLC as borrower in its acquisition of, and acquisition financing for, the Sportsman Channel and related properties from InterMedia Partners, LP.

  • Represented Kroenke Sports & Entertainment, LLC in its acquisition of, and acquisition financing for, the Sportsman Channel and related properties from InterMedia Partners, LP.

  • 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 KeyBank National Association in a term and revolving credit facility for Applejack Wine & Spirts liquor store.

  • Represented an affiliate of Lion Equity Partners, a Denver-based private equity firm, in its acquisition of Homes & Land, an integrated real estate media platform, providing local real estate information throughout the U.S. and parts of Canada.

  • Represented Guaranty Bank & Trust as lender to Icon Lasik, a leading surgical eye care provider in the western United States.

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

  • 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.

  • Served as Nevada counsel to Envision Healthcare Corporation and its Nevada subsidiary guarantors and issued a legal opinion in connection with the sale and issuance by Envision Healthcare Corporation of an aggregate of $750,000,000 principal amount of 5.125% Senior Notes due 2022.

  • Represented Apollo Investment Corporation in the negotiation and documentation of a 2nd Lien Loan Agreement and Intercreditor Agreement.

  • Represented IMEX Global Solutions, LLC, a portfolio company of Lion Equity Partners, a Denver-based private equity firm, in obtaining a revolving credit facility.

  • Represented RGS Energy in its acquisition of Mercury Energy, an east coast solar integrator.

  • Represented Lariat Partners, in connection with the financing of its acquisition of SubSea Global Solutions, a leading provider of underwater repair, maintenance and marine construction solutions for vessels and ports throughout the world.

  • 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 one of the larger solar energy installers in the residential and commercial sectors in the U.S. in its successful completion of a $9,000,000 PIPE Investment.

  • Represented an affiliate of Lion Equity Partners, a Denver-based private equity firm, in its acquisition of the international mail services division of Pitney Bowes, a leading provider of customer communication technologies.

  • Represented Agra Holdings LP in its second amended and restated loan agreement with Rabobank.

  • Represented Western Athletic Clubs in its financing of a Term Loan from Ventas Healthcare Properties, Inc.

  • Served as corporate counsel to Wynn Las Vegas in connection with the termination of its credit facility, the related release of liens on its assets and internal corporate restructuring.

  • Represented subsidiaries of Gaiam, Inc., as borrowers under a $35 million syndicated revolving credit facility made by PNC Bank as administrative agent.

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

  • Represented Victory Park Capital in its follow-on investment in Silver Airways.

  • 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.

  • Served as Nevada counsel and issued Exhibit 5 and local counsel opinions in connection with universal shelf registration and high yield debt offering of $200,000,000 principal amount of 12.5% Senior Notes due 2019 issued and sold by Thompson Creek Metals Company Inc. and guaranteed by its subsidiaries, including Nevada guarantors.

  • Assisted Deutsche Bank Trust Company Americas as Nevada corporate counsel in connection with a credit facility, including term loans and revolving loans, with Affinity Gaming, LLC (formerly Herbst Gaming, LLC), as borrower.

  • Served as Nevada counsel to J.P. Morgan Securities LLC in connection with a $300 million senior secured first priority term loan facility to be used to renovate, remodel and develop the SLS Las Vegas.

  • Acted as Nevada gaming and corporate counsel to Fertitta Entertainment LLC and certain of its subsidiaries, and issued a legal opinion in connection with a secured revolving credit facility.

  • 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 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.

  • 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.

  • Served as Nevada counsel to HMS Holdings Corp. in connection with its acquisition of HDI Holdings, Inc. and the immediately subsequent financing, in which HDI Holdings, Inc. and its wholly-owned subsidiary, HealthDataInsights, Inc., were guarantors of a $450 million credit facility entered into by HMS Holdings Corp.

  • Served as counsel to Renal Ventures Management, LLC on its contribution, joint venture formation and debt financing for Renal Center of Beaumont, LLC, Renal Center of Orange, LLC, Renal Center of West Beaumont, LLC, Renal Center of Nederland, LLC, and Renal Center of Port Arthur, LLC, and the subsequent acquisition of assets from the other party, which closed on December 15, 2011. Both Renal Ventures Management and Renal Care Group-Beaumont, L.P. provide intermittent or continuous renal replacement therapy, dialysis supply services, renal diagnostic testing and other health care services.

  • Represented AMG Entertainment, LLC in their merger with and financing related to a significant night club, restaurant and entertainment company with primary operations in Las Vegas, Nevada.

  • 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.

  • 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.

  • 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.

  • Served as company bond counsel to Intel Corporation in connection with a $100 million taxable C1 and C2 bond issuance 2004.

  • Represented Carl Icahn and certain affiliates in connection with a modification to the credit facility secured by real property.

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

  • Represented a private investment company in due diligence, contract negotiation, acquisition and financing of more than 15 California shopping centers valued at over $300 million. Brownstein handled environmental remediation and development or sale of additional pads for several of the sites.

  • Represented a local private foundation in forming a public-private joint venture with a leading medical institution and a leading educational institution with seed and support funding provided by the foundation. The venture was approved by the Colorado Commission on Higher Education and represented the first time such a not-for-profit limited liability company was formed in Colorado.

  • 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 an electronics distributor in a financing deal involving $74 million in combined financing, acquisition and debt vehicles.

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

Meet The Team

Jay Spader Shareholder T 303.223.1146 jspader@bhfs.com
Mark M. Oveson Shareholder T 303.223.1127 moveson@bhfs.com
Adam J. Agron Shareholder T 303.223.1134 aagron@bhfs.com
Gregory W. Berger Shareholder T 303.223.1158 gberger@bhfs.com
Jennifer Eiteljorg Shareholder T 303.223.1162 jeiteljorg@bhfs.com
Kevin A. Cudney Shareholder T 303.223.1166 kcudney@bhfs.com
Jonathan R. Bloch Shareholder T 310.500.4632 jbloch@bhfs.com
Robert P. Attai Shareholder T 303.223.1271 rattai@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 Havlik Associate T 303.223.1137 mhavlik@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
Joshua P. Rosenholtz Associate T 303.223.1272 jrosenholtz@bhfs.com
Margaux Trammell Shareholder T 303.223.1192 mtrammell@bhfs.com
Sonia Church Vermeys Of Counsel T 702.464.7066 svermeys@bhfs.com