Schulhofer, Ellen

Ellen Schulhofer is a shareholder in the firm’s Las Vegas office and has served as managing partner of the Las Vegas office since 2007. As a member of the firm’s Executive Committee and former co-managing partner of the firm, Ellen has gained extensive leadership and strategic counseling experience which, together with her calm and pragmatic approach, is invaluable to her business and corporate advisory practice.

Ellen leads the corporate group in Nevada, advising clients in a broad range of M&A, debt and equity financing, restructuring and other corporate transactions. For more than 20 years, she has counseled boards of directors and special committees of public and privately-held companies on corporate governance matters, and worked with such companies as well as with private equity funds, banks and other institutions as Nevada counsel on public and private offerings, financings, acquisitions and dispositions, and structural and complex contract matters. Many of these transactions have occurred in the highly regulated gaming industry, posing particular challenges and requiring specialized industry knowledge and experience.

Representative Matters
  • Assisted with corporate matters pertaining to the $336 million acquisition by Wynn Resorts of approximately 38 acres of land across Las Vegas Boulevard from Wynn Las Vegas.

  • Provided services as Nevada corporate counsel to the Las Vegas Stadium Authority in connection with the $1.9 billion, 65,000-seat domed stadium to serve as the future home of the Las Vegas Raiders, including financing matters pertaining to the Raiders financing of the project.

  • 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.

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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.

  • Assisted Landry's, Inc. and certain of its subsidiaries as Nevada corporate and gaming counsel, and issued opinions to the agents and lenders, in connection with a new $1,200,000,000 term and revolving loan facility. Brownstein also assisted with the issue and sale of $425,000,000 of Landry's 9.375% Senior Notes due 2020.

  • Served as special counsel to Emergency Medical Services Corporation in connection with the preparation of a fourth supplemental indenture and issuance of a legal opinion with respect to the addition of new subsidiary guarantors under the existing bond indenture.

  • 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.

  • 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.

  • 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.

  • 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 counsel to Pinnacle Entertainment, Inc., as borrower in a $410,000,000 syndicated revolving credit facility in connection with a Fourth Amended and Restated Credit Agreement.

  • 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 and corporate 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.

  • Represented Credit Suisse Group in complex funding, hedging, credit swap and investment transactions.

  • 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.

  • Served as Nevada corporate, real estate and gaming counsel to Caesars Entertainment Operating Company, Inc. and its subsidiaries in connection with the amendment to its senior secured credit agreements and extension of the maturity date of approximately $800 million in loans from 2015 to 2018.

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

  • 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 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.

  • Served as Nevada corporate, gaming and real estate counsel to the owner of debt at Riviera in connection with restructuring out of bankruptcy, credit facility and related reorganization matters.

  • Served as Nevada counsel and issued multiple local counsel opinions on behalf of Centennial Asset Mining Fund LLC, as a guarantor of the obligations of a Brazilian affiliate under a debt assignment and amendment to loan agreement. This was in connection with financing for the acquisition of a Canadian public company and as guarantor in a financing involving an affiliated Brazilian public company.

  • 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 Sentinel Capital Partners in connection with senior credit facility and subordinated note financing involving Chromalox, Inc. and its Nevada subsidiary Mexican Heat Holding Corp., as a guarantor, and issued opinions to lenders and note purchasers.

  • Served as Nevada corporate counsel and issued a legal opinion in connection with a $750 million revolving credit facility of Herbalife International, Inc. and certain of its domestic and international affiliates, as borrowers and guarantors.

  • 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.

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

  • 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 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.

  • 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.

  • Represented Emergency Medical Services Corporation as Nevada counsel in the financing of new senior secured credit facilities consisting of a $425 million 5-year term loan and a $150 million revolving credit facility, and issues opinions.

  • 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.

  • Served as local counsel to Landry's Restaurants, Inc. in connection with Golden Nugget, Inc.'s amendments to its 1st and 2nd lien credit agreements, including certain covenants and restrictions. The Firm issued corporate and gaming opinions to the administrative agent for the lender, as to Golden Nugget, Inc. and its Nevada subsidiaries.

  • 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 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 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.

  • Served as local counsel to one of Dick's Sporting Goods' Nevada subsidiaries in connection with an amendment to its existing credit facility with General Electric Capital Corporation. Brownstein conducted corporate diligence and issued an opinion letter in connection with the loan transaction.

  • 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 with respect to Station Casinos, Inc.'s $8 billion going private transaction, including the various related layers of financing: CMBS financing, revolver financing and mezzanine financings.

News & Events
Community

Executive Committee and Board of Trustees, Las Vegas Metro Chamber of Commerce

Board of Directors, Springs Preserve Foundation

Member, Dean’s Council, University of Nevada, Las Vegas, William S. Boyd School of Law

Publications & Presentations
Education
  • J.D., 1987, UCLA School of Law
  • A.B., 1984, Stanford University, with distinction
Admissions
  • Nevada
  • California
Recognition

Fellow of the American Bar Foundation

AV® Preeminent™, Martindale-Hubbell Peer Review Rating

            •  Top Rated Lawyer in Mergers & Acquisitions, American Lawyer Media and Martindale-Hubbell™, 2013

Chambers USA: America’s Leading Lawyers for Business, Corporate/Commercial, 2005-2018

The Best Lawyers in America©, Corporate Law, 2005-2019

            •  Corporate Lawyer of the Year, Las Vegas, 2009, 2015, 2017

Super Lawyers magazine, Mountain States, Business/Corporate, 2007-2018

            •  Top 50 Women List, 2014-2016

            •  Top 100 List, 2013

Legal Elite, Nevada Business Journal, 2008-2013 

Women to Watch, In Business Las Vegas, 2009

Membership

State Bar of Nevada

            •  Member and Past Vice Chair, Executive Committee, Business Law Section

State Bar of California

American Bar Association

Clark County Bar Association

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