Elliott, Andrew C.

Research & Analysis, Standard & Poor’s

When business issues intersect with tax issues, Andrew Elliott is one of the firm’s top attorneys. Andrew represents private and public companies, tax-exempt organizations, private equity and other investment firms and entrepreneurs. He regularly advises clients on varied matters that include real estate taxation, partnership/LLC, tax-exempt organization and corporate tax matters, mergers and acquisitions, equity and debt financings, joint ventures, restructurings, commercial transactions and corporate formation, governance and advisory.

Andrew’s work for private enterprises often involves advising family corporations and their officers on buying and selling businesses, and assisting foundations and charitable organization in connection with the attainment of tax-exempt status.

Previous Experience

Research & Analysis, Standard & Poor’s

Representative Matters
  • Represented Next World Evergreen Fund, a San Francisco-based fund, in its acquisition of Alter Eco, a producer of responsibly sourced chocolate bars, truffles, coconut clusters and other food products.

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

  • Represented EmCare, Inc. in its acquisition of Emergency Medical Services and its related entities.

  • Represented American Medical Response in its acquisition of ComTrans.

  • Represented Mesa Foods and its largest owner, Encore Consumer Capital, in the sale of Mesa Foods, a leading producer of high quality tortillas, flatbreads and taco shells, to Teasdale Foods, a leading provider of private label and branded beans, hominy, peppers, sauces, corn products and seasoning products.

  • Represented NexusTek Holdings, LLC in its acquisition of all of the membership interests of iPremise, LLC.

  • Represented Rise Medical Staffing, a rapidly-growing provider of travel nurse staffing solutions to hospitals and other healthcare facilities throughout the United States, in its sale to Advanced Medical Personnel Services, Inc., a portfolio company of Clearview Capital Fund III, L.P.

  • 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 Encore Consumer Capital, a San Francisco-based private equity investment firm focused on the consumer products industry, in its acquisition of LORAC cosmetics. LORAC is a developer and marketer of branded, prestige color cosmetics that are distributed through specialty beauty retailers, department stores and online.

  • Represented Encore Consumer Capital, LP in the sale of its portfolio company, FreshKO Produce Services, Inc., a distributor of high-quality fresh produce throughout central and northern California, to C&S Wholesale Grocers, Inc., the largest wholesale grocery supply company in the United States.

  • Represented Bow River Capital in the sale of its portfolio company, AUC Group, L.P., to Argosy Capital. AUC is a leading provider of wastewater treatment solutions to municipalities, Municipal Utility Districts, and corporations primarily in the state of Texas. AUC provides a turnkey service offering composed of design, fabrication, installation, and financing of modular wastewater treatment facilities.

  • Represented American Medical Response (AMR), a subsidiary of Envision Healthcare Holdings, Inc., in its acquisition of Community Emergency Medical Services, a medical transportation company serving Central Massachusetts

  • Brownstein represented Zions Suites LP in its sale of the 241-room all-suite DoubleTree Suites Hotel in downtown Salt Lake City.

  • Counsel to Regional Care Services Corporation, the parent company of Casa Grande Regional Medical Center based in Casa Grande, Arizona, in negotiating the sale of the hospital assets to Banner Health pursuant to an Asset Purchase Agreement and related transactions. Representation encompassed all aspects of this sophisticated sale transaction, including the sale process and APA, coordinating interim financing arrangements and reorganization under Chapter 11, and identifying and resolving all health care regulatory aspects of the foregoing.

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

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

  • Counsel to 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 Encore Consumer Capital and other owners in the sale of Zuke’s LLC to Nestlé Purina PetCare Company.

  • Represented Lariat Partners, LP, a Denver-based private equity firm, in its recapitalization of Subsea Global Solutions, LLC, an underwater ship repair, husbandry and maintenance company.

  • Represented Envision Healthcare Corporation, a service provider of healthcare-related services to consumers, hospitals, healthcare systems, health plans and local, state and national government entities, in its acquisition of TMS Management Group, Inc., a provider of non-emergency transportation management and brokerage services. The company is headquartered in Clearwater, FL.

  • 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 equity owner in its sale of a 170 room full service historic Dallas hotel property including transfer of historic tax credit financing. Representation included sale negotiations and closing, tax credit financing transfers and releases and windup of management and license agreements.

  • Represented Glenbrook Consumer Partners, a San Francisco-based investment firm that finances innovative, high-growth consumer brands, in its acquisition of Boa Technology, Inc., the Colorado-based creator of Boa closure systems used in performance footwear, action, sports, outdoor and medical products worldwide.

  • Represented Riviera Holdings Corporation, a Las Vegas casino operator, in negotiating the terms of the $76 million sale of its Riviera Black Hawk casino in Colorado to an affiliate of Monarch Casino & Resort, Inc. The transaction was structured as a sale of 100 percent of the common stock of the Riviera subsidiary operating the Black Hawk casino.

  • Represented AREA Property Partners in structuring and documenting its joint venture with UP Pacifica Investors for a multi-family residential property program concentrated in the Pacific Northwest. The program contemplates further individual and portfolio property acquisitions and closed on its first portfolio acquisition of four properties from Harbor Properties Investors LLC while AREA simultaneously acquired an additional five properties from Harbor.

  • 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.

  • Represented EMSC, the leading provider of emergency medical services in the U.S., in the acquisition of Acute Management, LLC, the management services company of Acute Surgical Care Specialists, PLLC. Based in Plano, Texas, Acute Surgical contracts with hospitals to provide trauma, orthopedic and general surgery physician call coverage. Upon completion of the transaction, Acute became a part of EmCare's newly formed surgery services division.

  • 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.

  • 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 KSL Capital Partners, LLC as the purchaser in its $130 million acquisition of the Royal Palm Hotel located in Miami Beach, FL, including $90 million of seller financing. Brownstein also negotiated the purchase and sale agreement and seller financing documents, completed due diligence and closed the acquisition in less than 60 days.

  • 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 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.

  • Assisted Slaterpaull Architects in acquiring historic real property from the City & County of Denver and with related environmental and rehabilitation tax credit matters.

  • 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.

  • Represented a large, multi-state cattle ranching operation in obtaining a favorable ruling from the IRS regarding a split-off of the business between family members.

  • Represented CIM Group in the acquisition of Lady Luck Casino, a $150 million casino and hotel business in Las Vegas.

News & Events
Community

Board of Directors, Friends of the Denver Fire Department

Publications & Presentations
Education
  • LL.M., 2003, New York University School of Law, Taxation
  • J.D., 2002, University of Denver Sturm College of Law
  • B.A., 1998, Vanderbilt University
Admissions
  • Colorado
Recognition

Law Week Colorado, Barrister's Best "Best Tax Lawyer," 2017

Colorado Super Lawyers, Rising Stars, 2013-2015

Chair, Executive Council of the Colorado Bar Association Section of Taxation

General Editor, Denver University Law Review

attorney-5860