Paulsen, Elizabeth D.

If a transaction is large, complex and challenging, you’re likely to find Elizabeth Paulsen in the thick of it. Becoming a valuable part of her clients’ team and understanding all aspects of their business is her passion.

Elizabeth’s practice concentrates on joint ventures, structuring and complex commercial arrangements, as well as general corporate matters. She has extensive experience representing companies, private equity funds, sponsors and entrepreneurs in a wide range of transactions. From development and infrastructure projects to agriculture and real money gaming, Elizabeth helps her clients creatively and efficiently establish a structure and contractual arrangements that meet their legal and long-term business needs.

In the gaming industry, Elizabeth counsels both U.S. brick-and-mortar casinos and foreign online gaming platforms on the various ways to gain access to the emerging online gaming market, obtain B2B services and provide consumer facing products. At the outset of online gaming, she was the architect behind some of the first access arrangements in the United States between European platform provider and domestic brick-and-mortar licensees and crafted creative business solutions utilized in New Jersey and Pennsylvania for online gaming services offered in conjunction with another’s license. 

With the recent repeal of the federal Professional and Amateur Sports Protection Act (PASPA), Elizabeth is one of only a few attorneys with experience negotiating online gaming access agreements and is playing a key role in the expansion of sports betting throughout the United States. In addition to real money offerings, Elizabeth’s familiarity with the highly regulated gambling industry has also translated into structuring a number of social gaming transactions, including white label arrangements for brick-and-mortar casinos.

As a result of her passion for multifaceted transitions, you will also find her spending time on development and infrastructure projects. 

A respected leader dedicated to professional development, Elizabeth serves on the firm’s Executive Committee and previously served as a co-chair of the firm’s Corporate & Business Department. She also serves on the steering committee for the Brownstein Women’s Leadership Initiative. She provides guidance on the development and implementation of recruitment, retention and advancement of women attorneys at the firm.

Practices & Industries

Elizabeth has engaged in a number of transactions in the renewable energy space. Her experience includes structuring the joint venture for Renewable Energy Systems Americas Inc. with Southern Power to develop wind power across the United States and representing Panasonic Enterprise Solutions with its unique solar-plus-battery storage microgrid being developed at Pena Station with Xcel Energy.

She also spent over a decade representing Freeport LNG in its development and financing of a liquefied natural gas export facility on the Gulf Coast of Texas, and most recently served as lead counsel for Freeport in a $2.4 billion holding company financing, which was supported by dividends from Trains 1, 2 and 3 of the project.

Joint Ventures

When jointly undertaking a transaction that involves individual assets and shared risks, it’s important to have an experienced advisor guiding you through the process. In high-stakes joint ventures, Elizabeth helps clients develop innovative solutions for complex arrangements. Her notable joint venture experience includes structuring the historic Union Station redevelopment in downtown Denver. She also represented Boyd Gaming Corporation in its strategic partnership with FanDuel Group, a subsidiary of Paddy Power Betfair plc to offer online sports betting and online gaming opportunities across the United States.

Outside General Counsel

As outside general counsel, Elizabeth is a strategic partner who can identify opportunities, understand a client’s top priorities and provide legal assistance grounded in business realities. Elizabeth strives to learn a client’s business, future goals and opportunities and become a valuable member of the team. With that knowledge, she is a trusted resource in guiding clients in a wide range of issues. She has advised clients in a variety of industries, with significant experience in the gaming, energy and real estate development. Elizabeth served as lead counsel for Freeport LNG Development, L.P. in the 2002 structuring, strategy and development of a liquefied natural gas (LNG) receiving and regasification facility in Texas and has continued to play a significant role in the subsequent funding for the conversion to a multi-train natural gas liquefaction and export facility in 2014.

Representative Matters
  • Our national gaming team represented Ocean Walk and its principals in the acquisition, financing and development of the Ocean Resort Casino in Atlantic City. The property, formerly known as Revel Casino Hotel, consists of a hotel & casino with circa 1,400 rooms situated on the Atlantic City Boardwalk. Our team also assisted in obtaining the required licensure arrangements for the facility in readiness for its opening in summer 2018. This matter confirms how our team has the ability to provide the full range of sector-specialist corporate/M&A; financing; development; licensing and regulatory services required on such major mandates.

  • Counsel to Boyd Gaming Corporation in a strategic partnership with FanDuel Group to run online and mobile sports betting operations in the U.S.

  • Represented Freeport LNG and served as lead counsel in a $2.4 billion holding company financing from a total of 14 participant banks. The loan was supported by dividends from Trains 1, 2 and 3 of the Freeport LNG project and the proceeds of which were used to pay down the existing bank debt for Train 3. Freeport is a pioneer of natural gas liquefaction and liquefied natural gas exporting.

  • 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, PA-SC West Palm Beach Project LLC, and PA-SC Boulder Project LLC, all distribution facilities subject to a triple net lease, which are add-on acquisitions for portfolio companies with similar purpose, by SC Venture Acquisition LLC.

  • Brownstein assisted 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 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.

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

  • Represented the investor group in its joint venture to redevelop the historic Union Station train station in Downtown Denver, which is being transformed into a mixed-issued project with a hotel, transit station and restaurant and retails uses.

  • Represented Tropicana in B2B and market access agreement with Gamesys Group for offering of online casino products in New Jersey.

  • Represent Pala Interactive in various B2B and market access agreements throughout North America.

  • Represented digital entertainment plc, a publicly-traded online gaming company, in its joint ventures with Boyd Gaming Corporation and MGM Resorts International to offer online poker to U.S.-based players upon the passage of enabling legislation.

  • Starting in 2002, Brownstein served as lead counsel for Freeport LNG Development, L.P. (Freeport LNG) 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, which included approximately $750 million in financing from ConocoPhillips Company and a $450 million private placement note issuance.

News & Events
  • Board of Directors, Girls Inc.
  • Former Board of Directors, Denver Scores
  • 50 for Colorado Class 2005
  • Pro bono counsel, Gunnison/Hinsdale Confidential Center, Inc.
  • 2010 Women’s Foundation of Colorado’s Empowerment Council Steering Committee
  • Former Board of Directors, Lowry Master Community Association
Publications & Presentations
  • J.D., 1998, with highest honors, University of Denver Sturm College of Law, Order of St. Ives
  • B.A., 1995, University of Colorado
  • Colorado

Law Week Colorado, Top Women Lawyers, 2017

Best Lawyers in America, 2019

Chambers USA, Up & Coming, 2016-2018


American Bar Association

Colorado Bar Association

Colorado Women's Bar Association

Denver Bar Association