Miltenberger, Rebecca L.

From acquisition and financing to development agreements, Rebecca Miltenberger often works on legal issues related to land use and property development. Her real estate practice focuses on complex commercial transactions in office, retail, multi-family, hospitality, gaming and leisure industries. Rebecca’s transactional work includes acquisitions, dispositions, financings, developments, land use and entitlements, leases of real property assets, foreclosures, deeds in lieu of foreclosure and other commercial real estate transactions.

Rebecca also plays a key role in some of Nevada’s most significant real estate transactions, including developing experience based on knowledge of Nevada’s unique regulations that makes her a troubleshooting resource for developers returning to stalled projects.

Practices & Industries
Acquisition/Disposition

Commercial real estate acquisitions and dispositions are a significant part of Rebecca’s practice. Notable transactions include serving as counsel for Caesars Entertainment in connection with a $185 million financing to renovate a hotel into a gaming hotel, casino and nightclub; the handling of one of the largest recent office acquisitions in southern Nevada for Hines Interests and Oaktree Capital Management; serving as buyer’s counsel for acquisitions and financing in 2015 and 2016 of multi-family complexes totaling approximately 3,000 units in Nevada, Colorado, Texas and Washington; and serving as counsel to clients in connection with the acquisition and distribution of golf courses and related facilities.

Development/Land Use

Rebecca works with developers seeking to capitalize on the rejuvenated economy in Southern Nevada by assessing the risk of acquisition and minimizing liability on previously stalled projects. Before recommencing construction, she helps companies determine the feasibility of starting over or working within existing entitlements. Rebecca’s understanding of the unique construction laws that apply to developers in Nevada allows her to troubleshoot projects, analyze existing permits and outline remaining requirements for proceeding.

Her experience also includes negotiating and drafting memoranda of understanding and development agreements on behalf of private development clients and local municipalities, representing clients in permitting entitlement and licensing matters before local municipalities and the Nevada Real Estate Division, and representing borrowers and lenders in connection with construction financing.

Financing

In the area of commercial finance, Rebecca’s practice includes assisting borrowers and lenders with complex loan restructuring, including advising clients as to enforcement matters relative to loans secured by real property and issuing opinion letters. Notable transactions include serving as Nevada counsel to Tropicana Entertainment Inc. in connection with refinancing of the company’s term and revolving loans; serving as Nevada counsel to Mesa West Capital for a $185 million loan to Stockbridge/SBE Holdings in connection with the refinancing of the SLS Hotel & Casino in Las Vegas, NV; serving as counsel to Guggenheim Investment Management, LLC on various construction financing projects and serving as counsel to FP Holdings, LP in connection with multiple deeds in lieu of foreclosure transactions and non-judicial foreclosure actions.

Representative Matters
  • Represented JMA Ventures, LLC in this acquisition of a 5 office building portfolio with more than 271,000 square feet located in Henderson, Nevada. The buildings are located at 2275, 2285 and 2370 Corporate Circle and 2500 and 2550 Paseo Verde Parkway, Henderson, NV, were acquired in part one.

  • Represented Seller in complex sale of hotel/casino resort.

  • Represented Wynn Resorts in $336 million purchase of about 38 acres of land across Las Vegas Boulevard from Wynn Las Vegas.

  • Served as Nevada real estate counsel in connection with the restructuring of Caesars Entertainment Operating Company Inc. and its debtor subsidiaries, including the sale and leaseback of various real estate assets and related financings.

  • Represented Icahn Enterprises, L.P. in its sale of the unfinished development property and partially developed casino formally known as the Fontainebleau Las Vegas for aggregate consideration of $600 million.

  • Serving as Nevada counsel to the Las Vegas Stadium Authority in connection with the development of a $1.9 billion, 65,000-seat domed stadium to serve as the future home of the Las Vegas Raiders.

  • Advised Red Rock Resorts Inc. on real estate matters related to its acquisition of Palms Casino Resort, including analysis and advice related to the hotel condominium regime at the resort.

  • 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.

  • Served as real estate counsel to 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 a gaming company in connection with the purchase of a grandfathered casino in Southern Nevada.

  • Represented large hotel casino operator with purchase of industrial land located in Las Vegas, Nevada, including zoning issues related thereto.

  • Represented hotel casino operator in connection with the negotiation and drafting of a long term ground lease to a national retail tenant, including access and easement issues related thereto.

  • Represented hotel casino company in connection with the negotiation of a complex amendment to its ground lease for an existing hotel casino property.

  • Represented hotel casino company in connection with the purchase of several acres of real property located in Southern Nevada.

  • Brownstein served Caesars Entertainment as Nevada counsel in connection with the sale of four Las Vegas hotel casino resorts to Caesars Growth Partners for a purchase price of US$2.2 billion, and also served as Nevada counsel to Caesars Growth Partners with respect to the financing for such acquisition.

  • Served as Nevada counsel to Caesars Entertainment in connection with its US$3.3 billion new senior secured credit facilities and issuance of US$1.9 billion senior secured notes in order to finance the CMBS repurchase and refinance a construction loan.

  • Negotiated on behalf of a municipality an amended and restated development agreement and parks agreement with respect to a large master planned community.

  • Served as counsel to several gaming companies in connection with acquisitions of hotel casinos located in Southern Nevada.

  • Assist Caesars Entertainment Corporation affiliate with sale of vacant land transaction in Bossier City, Louisiana.

  • Served as counsel to Guggenheim Investment Management, LLC as second lien lender in connection with construction financing for a Wyndam Hotel project in Avon, Colorado.

  • Served as Nevada counsel to client in connection with the multi-million dollar sale of office buildings and vacant land including imposition of restrictive covenants with respect thereto.

  • Negotiated the $7 million sale of the River Palms Hotel Casino in Laughlin, Nevada to Reno-based M1 Gaming on behalf of Tropicana Entertainment Inc.

  • Served as counsel to FP Holdings, L.P. in connection with multiple deed in lieu of foreclosure transactions relating to defaults of seller-backed financing of condominium units at Palms Place.

  • Serve as Nevada counsel to lender in connection with a construction loan secured by hotel casino located in Las Vegas, Nevada.

  • Served as Nevada counsel to borrower in connection with the financing of real property and issued a legal opinion.

  • Served as Nevada counsel to Hines Interests and Oaktree Capital Management Joint Venture in connection with the acquisition and financing for Summerlin office building portfolio comprised of 32 buildings and totaling 1.1 million square feet.

  • Served as Nevada counsel to Caesars Entertainment in connection with $185 million financing to renovate the 199-room Bill's Hotel in Las Vegas, Nevada, into a "lifestyle" gaming hotel and casino featuring a 65,000-square-foot rooftop pool and dayclub/nightclub.

  • Served as Nevada counsel to lenders on origination of loan secured by high profile shopping mall located in Las Vegas, Nevada.

  • Assist Caesars Entertainment Corporation affiliate with deed in lieu of condemnation transaction in Hammond, Indiana.

  • 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.

  • On behalf of a gaming company, negotiated a 10 year lease for a tavern space.

  • Assisted affiliate of Caesars Entertainment with disposition of real estate located in Bossier City, Louisiana.

  • 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.

  • Negotiated sale of downtown building on behalf of City of Henderson.

  • 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.

  • Assisted gaming and hospitality company with sale of 298 acres of vacant land in Bossier City, Louisiana.

  • 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.

  • Represent Top Rank, Inc., a prominent boxing promotions company, in its acquisition of a $2.6 million office building in Las Vegas, Nevada.

  • Served as Nevada corporate, gaming and real estate counsel to the lenders to Fiesta Palms, LLC, in connection with their acquisition and financing of the entities that own, and the assets and real estate that comprise, the Palms Hotel & Casino and Palms Place.

  • Negotiated and consummated the purchase of the vacant land adjacent to the Smith Center for the Performing Arts in Las Vegas, Nevada, which will be developed into a park. Brownstein also advised the Smith Center on various real estate and development matters.

  • 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.

  • Assisted Caesars Entertainment with the transfer of various land parcels to a new subsidiary and addition of the property as collateral for a $450 million construction loan for Project Linq.

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

  • 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.

  • 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.

  • 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.

  • Advised Douglas Wilson Companies, a receiver for several shopping centers whose owners have defaulted on their loans, as to lease and workout issues as well as drafted leases, lease amendments and related documentation with respect to these southern Nevada shopping centers.

  • Assisted hospitality client with the acquisition of office and warehouse buildings in Las Vegas.

  • 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.

  • Assisted Ilves Holding Limited with foreclosure of a leasehold deed of trust securing a construction loan for a mixed use project in Fernley, Nevada.

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

  • Served as local Nevada counsel in connection with Harrah's Entertainment Inc.'s (now Caesars Entertainment Corporation) restructuring of its multi-billion dollar CMBS debt.

  • 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 Global Cash Access, Inc. in connection with its acquisition of Western Money Systems, a manufacturer and distributor of redemption kiosk devices to more than 200 casinos nationwide. Brownstein handled the corporate due diligence materials, drafted and negotiated the stock purchase agreement. The firm handled the gaming and licensing process for Global Cash Access in more than 20 states and 60 Native American tribal nations.

  • Represented Harrah's Entertainment, Inc. in the sale of Bill's Lake Tahoe Resort in Nevada.

  • 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.

  • Represented a restaurant company in the $2.25 million purchase of real property, totaling approximately 1.2 acres, in Las Vegas.

  • Acted as local counsel on Nevada real estate issues for BB&T in their $4 million acquisition and disposition of certain assets of a failed bank from the FDIC. Brownstein assisted BB&T in acquiring these assets from the FDIC and then selling them to a third party.

  • Acted as local counsel for an investment group in connection with the acquisition and financing of various condominium projects in Nevada.

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

  • 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.

  • Represented the Southern Nevada Teamsters Local 631 Construction Industry Training Trust in the acquisition of the 18-acre Pahrump property for a new training facility.

News & Events
Community

Board Member, Discovery Children's Museum

Board of Directors, JDRF Southern Nevada Chapter, 2013-present

Board of Directors, Nevada Diabetes Association, 2011-2012

Publications & Presentations
Education
  • J.D., 2007, with distinction, University of the Pacific, McGeorge School of Law
  • B.A., 2003, University of Washington
Admissions
  • Nevada, 2007
  • U.S. District Court, District of Nevada
Recognition
  • Leadership Las Vegas, Class of 2017
  • Super Lawyers, Mountain States, Rising Stars, 2013 - 2017
  • Graduate of NAIOP’s Developing Leaders Institute, 2014
  • 50 Hours Club, Legal Aid Center of Southern Nevada’s Pro Bono Project, 2010
  • Attorney Honor Roll, Legal Aid Center of Southern Nevada’s Pro Bono Project, 2009
  • Associate Managing Editor, Pacific McGeorge Global Business and Development Law Journal
Membership
  • American Bar Association
  • Clark County Bar Association
  • State Bar of Nevada
  • Urban Land Institute Nevada, Entertainment Development Council
  • National Association of Industrial & Office Properties
  • International Council of Shopping Centers
  • Commercial Real Estate Women of Southern Nevada
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