Kovacs, Albert Z.

Albert Kovacs handles corporate governance and other commercial matters, including litigation. His clients appreciate that "he is very responsive and takes good care of us." - Chambers USA, 2018

Albert Kovacs’ practice focuses on helping clients navigate complex corporate governance issues and counseling businesses in a wide range of corporate and commercial matters, including mergers and acquisitions, stockholder and stakeholder relations, proxy contests, equity and debt financings, restructurings, and entity formation and maintenance. He also advises clients with respect to Nevada corporate and business law issues arising in litigation, including cases relating to mergers and acquisitions transactions, hostile takeover bids and stockholder disputes. Whether participating in the firm’s representation as lead counsel or Nevada local counsel, Albert devotes particular attention to advising and guiding clients with respect to the distinctive aspects of Nevada’s corporate and business laws.

Albert is Vice Chair of the Executive Committee of the Business Law Section of the State Bar of Nevada and has been lead drafter of many of the most substantive revisions to Nevada’s corporate and LLC laws proposed to, and enacted by, the Nevada Legislature in the past several legislative sessions. The corporate law reform efforts he has undertaken focus on giving the law clarity, predictability and stability, while ensuring that businesses and their leaders are given the legal protection and flexibility necessary to make important decisions. Albert is also a Teaching Assistant Professor in the Business Ethics & Legal Studies department of the Daniels College of Business at the University of Denver, where he instructs on matters of business law and ethics and corporate governance.

Prior to joining the firm, Albert was an associate in the New York office of Cleary Gottlieb Steen & Hamilton LLP.

Previous Experience

Albert Kovacs handles corporate governance and other commercial matters, including litigation. His clients appreciate that "he is very responsive and takes good care of us." - Chambers USA, 2018

Representative Matters
  • 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.

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

  • 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.

  • Served as real estate and corporate counsel to Wynn Las Vegas, LLC in connection with the termination of its credit facility, the related release of liens on its assets and the distribution to its parent company all of the equity interests in Wynn Golf, LLC.

  • 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.

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

  • 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.

  • 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 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 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.

  • 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.

  • 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.

  • Advised General Dynamics Corporation regarding a range of Nevada corporate law issues relating to their tender offer to acquire Force Protection, Inc., a NASDAQ-listed Nevada corporation. Brownstein&'s Nevada litigation team represented General Dynamics in its response to over a dozen lawsuits relating to the tender offer price and process, which were brought in three Nevada counties by Force Protection stockholders. We successfully consolidated the Nevada cases and helped General Dynamics and Force Protection defeat the plaintiffs' attempt to enjoin the tender offer, which culminated in over 81% of Force Protection stockholders tendering their shares. The acquisition closed on December 19, 2011.

  • 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.

  • Served as special Nevada counsel and issued an opinion for a privately-held Nevada corporation in connection with the guaranty of an unsecured credit agreement of one of its affiliates.

  • Served as Nevada corporate counsel to Weld North LLC, a private equity firm, and its affiliate Weld North Holdings, LLC, an investment fund, in connection with its acquisition of e2020, Inc., a privately-held Nevada corporation, by merger.

  • 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.

  • 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.

  • 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 special Nevada counsel to Southwest Airlines Co. in its acquisition of AirTran Holdings Inc. valued in excess of $1 billion.

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

  • 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.

  • Served as Nevada counsel to IBM in its acquisition of TRIRIGA Inc., a leader in environmental sustainability software.

  • 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 BWAY Holdings Company and its Nevada subsidiary. Brownstein issued an Exhibit 5 opinion in connection with the registration of 10% senior notes and guarantees relating to an exchange offer.

  • 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.

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

  • Represented Western Liberty Bancorp in its acquisition of Service1st Bank of Nevada in a transaction valued at $20 million.

  • 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.

  • 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.

  • 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.

  • Served as Nevada counsel to Aristocrat Leisure Limited in connection with the third variation deed amending and restating a credit facility and group guarantee.

  • Served as local Nevada counsel to P.A.T.C.O. Properties joining existing credit facilities as a guarantor, grantor and pledgor. Brownstein issued a legal opinion relating to the amendment and statement of senior facilities loan agreement and other financing documents.

  • 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.

  • Acted as Nevada counsel to gaming company in an exchange offer of first mortgage notes and amendment to a credit facility to permit the exchange offer.

  • 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.

  • 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.

  • Represent a Nevada Indian tribe as outside general counsel. We have represented the tribe in a number of large scale development projects, including the development of a 200 MW concentrated solar project in southern Nevada. Our representation included the negotiation of lease and other agreements with a large renewable energy developer, development of water rights for the project, negotiation with the U.S. Bureau of Indian Affairs and other federal agencies, and guiding the tribe through the NEPA process. Legal work also included the development of a sales and use tax regulatory structure for the tribe.

  • Represented AutoZone as local Nevada counsel in connection with its issuance and sale of $500 million aggregate principal amount of senior notes due in 2020, and issued opinions to the underwriters.

  • Represented Hard Rock Hotel Holdings, LLC in connection with the licensing of the Hard Rock Hotel and Casino Tulsa, an Indian casino owned by the Cherokee Nation, and the Hard Rock Hotel and Hard Rock Casino Albuquerque, an Indian casino owned by the Pueblo of Isleta.

  • 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.

  • 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.

  • 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.

  • Served as Nevada counsel to Wynn Resorts on its refinancing including a mortgage notes tack-on and a credit agreement amendment.

News & Events
Community

Vice Chair, Executive Committee, State Bar of Nevada, Business Law Section

Former Board of Directors, Southern Nevada Public Television

Former Member and Past Chair, Citizens Advisory Committee, Las Vegas Redevelopment Agency

Former Member, Associate Board, The Gay and Lesbian Center of Southern Nevada

Publications & Presentations
Education
  • J.D., 2002, magna cum laude, Duke University School of Law, Order of the Coif
  • A.B., 1999, summa cum laude, Wabash College, Phi Beta Kappa
Admissions
  • New York
  • Nevada
Recognition

Chambers USA, 2014-2018

Best Lawyers in America, 2013-2019

Super Lawyers, Mountain States, Rising Star, 2012-2016

"20 Best Up & Coming Attorneys," Nevada Business Magazine, 2009-2010

Editorial Board, Duke Law Journal, Duke University School of Law

Membership

State Bar of Nevada

State Bar of Nevada, Business Law Section Executive Committee

Clark County Bar Association

American Bar Association

State Bar of New York

New York State Bar Association

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