Securities - Brownstein Hyatt Farber Schreck

Brownstein’s Securities Group offers clear, practical advice regarding the full spectrum of securities laws and regulations, including SEC disclosure and compliance and stock exchange listing and compliance. We provide “early warning” of new developments and assist you in preparing for change ways that are tailored to your business. 

Our Group represents issuers, underwriters, venture capitalists, lenders and other investors in public and private offerings of debt, equity and asset-based securities. In addition to securities attorneys who focus on the transactional side of your business, our team is comprised of trial attorneys who skillfully represent clients in enforcement actions brought by federal and state regulators. Our trial attorneys also defend companies and their officers and directors in shareholder and derivative litigation. We work from a deep knowledge of securities law, corporate governance and financial markets to anticipate new developments and devise a strategy to better position your company for compliance and, more importantly, for success.

By collaborating with the firm’s Private Equity and Mergers & Acquisitions groups, we offer a full complement of services that includes assistance in SEC reporting and the formulation and implementation of programs to assist in the management of securities law compliance. 

Representative Matters
  • Counsel to RGS Energy in a $1.8M offering of shares of Class A common stock and pre-funded warrants under an effective registration statement on Form S-3. The company also sold additional warrants in a concurrent private placement.

  • Counsel to Real Goods Solar in a $2.8M public offering of units, each unit consisting of one share of Series A 12.5% Mandatorily Convertible Preferred Stock, and one Series H Warrant to purchase approximately 181.8181 shares of Class A common stock.

  • Counsel to RGS Energy in its private offering of equity securities for gross proceeds of approximately $7M.

  • Counsel to Real Goods Solar in an underwritten secondary public offering of units consisting of common stock and warrants for gross proceeds of over $20M. The warrants and the common stock issued as part of the units were issued under an effective registration statement on Form S-3.

  • Handled joint venture structuring, financing (private, Fannie Mae and Freddie Mac), acquisitions and dispositions plus general corporate and securities work for a private equity client focused on multifamily projects.

  • Counsel to Mobile Accord in a Series C preferred stock financing.

  • Leveraged dividend recapitalization of Cross MediaWorks' existing senior and subordinated indebtedness.

  • Counsel to Pinnacle Entertainment, a casino operator, in conducting a value-for-value option exchange program where eligible employees could exchange certain 'underwater' options to purchase common stock for new options covering a lesser number of shares of common stock. The exchange offer achieved 100% participation.

  • Counsel to Pinnacle Entertainment, as borrower in a $410M syndicated revolving credit facility in connection with a Fourth Amended and Restated Credit Agreement, with Merrill Lynch, Pierce, Fenner & Smith and J.P. Morgan Securities as Joint Lead Arrangers, and Barclays Bank PLC, as Administrative Agent.

  • Counsel to Pinnacle Entertainment, a casino operator, in registering a unique ongoing public offering of shares of common stock to customers under a customer loyalty program. The SEC declared the offering's registration statement on Form S-3 effective in July 2011. We believe that this offering is only the second such registered offering to become effective.

  • Special Nevada counsel to Vail Resorts in its $390 million offering of senior subordinated notes.

  • 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.

  • Represented a NASDAQ-traded public company in a $40 million management-led going private merger transaction.

  • Represented Exagen Diagnostics, Inc. in connection with the sale of convertible notes.

  • Represented Exagen Diagnostics, Inc. in connection with the sale of its Series B-1 Preferred Stock and Warrants.

  • 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 Fairfax Securities Corporation as placement agent and acted as special tax counsel in a first-of-its-kind $18 million tax-exempt lease purchase financing agreement for an early college high school for the Las Cruces Public School District in New Mexico.

  • 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 a public company issuer in connection with its public offering of securities issued in the private placement via a registration statement filed with the SEC.

  • Represented an oil and gas company with respect to its public securities compliance matters including annual meetings and notice-the-access-compliance, proxy and executive compensation disclosures and reports on Forms 10-K, 10-Q and 8-K. Sections 13 and 16 reporting obligations.

  • Represented RLJ Hospitality Funds in connection with a loan modification secured by hotel property.

  • Represented Freeport LNG Investments, LLLP in the sale of significant economic interest in a liquefied natural gas receiving facility to international infrastructure funds.

  • Represented Firehouse Ventures, LLC and its affiliates in the sale of all stock to VCA Animal Hospitals, Inc., a subsidiary of VCA Antech, Inc. Firehouse Ventures owned and operated six veterinary hospitals in the Denver metropolitan area.

  • Represented the purchaser in the sale of an equipment lease portfolio involving investment-grade paper.

  • 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.

  • Assisted Global Employment Holdings, Inc., in drafting and adopting an equity incentive plan and associated designation of a new class of preferred stock.

  • Represented ARC Investment Partners, LLC in the private placement of Convertible Secured Promissory Notes and Common Stock Purchase Warrants.

  • 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 certain subsidiaries of Western Athletic Clubs, Inc., as the borrowers, in negotiating and closing a $9 million credit facility with the U.S. Bank National Association.

  • Assisted Western Athletic Clubs reorganize its corporate structure through internal corporate mergers.

  • Counsel to national lender in a $90 million senior and mezzanine acquisition loan secured by three major office properties.

  • Represented a management company in a $109 million refinancing project secured by a 41-property business park.

  • Representing DLJ Capital Partners in connection with its $120 million financing of a 565 key multi-state hotel portfolio.

  • Served as lead counsel for Freeport LNG Development, L.P. 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, and expansion of the terminal, which included approximately $750 million in financing from ConocoPhillips Company and a $453 million private placement note issuance. Brownstein also oversaw the negotiation of long term terminal use agreements (TUA) with Dow Chemical Company and ConocoPhillips Company. The firm continues to serve as outside general corporate counsel to Freeport and its subsidiaries in all aspects of their businesses, including pursuing the redevelopment of the project into a liquefaction and export facility at a cost of $14 billion.

  • Assisted Global Employment Holdings, Inc., a temporary staffing and professional employment organization, in 'going dark' and recapitalizing. In the process, Brownstein assisted this Denver-based public company in issuing shares of common stock, promissory notes and preferred stock, and amended a senior credit facility. The recapitalization included converting a senior term loan into subordinated debt, issuing new debt, converting a portion of existing subordinated debt into equity, amending and restating the terms of existing subordinated debt and converting existing preferred stock into common stock.

  • Represented a lender in restructuring a $47 million loan to secure new capital for maintenance and capital improvements for a residential golf community under development through foreclosure.

  • Represented the developer in the acquisition of a vacant hotel, obtaining entitlements for redevelopment of the site as a mixed-use (residential/retail), transit-oriented development; resolution of title matters; construction financing; leasing of retail space and eventual $60.9 million sale of the project in Denver, CO.

  • Represent Signet Solar Inc. in a Department of Energy loan guarantee transaction and project financing associated with its Sun Kachina PV production facility in Belen, New Mexico.

  • Brownstein represents Verge, a family of venture capital funds, in the formation of their first and second funds, a sidecar fund and the majority of their investments to date.

  • Represented a media company in the refinancing of its junior-level debt and in the sale of related equity.

  • Represented a real estate management software and services company for all company and stock asset acquisitions.

  • Represented the borrower, a subsidiary of Western Athletic Clubs, Inc., in negotiating and closing a $27 million credit facility with the U.S. Bank National Association.

  • Represented Opbiz, LLC in the modification of a $800 million loan entailing the rebalancing of the cash reserves from operations for both the borrower and the lender's use.

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

  • Represented the Southern Nevada Water Authority in achieving new water supplies to supplement its existing reliance on the Colorado River. Representation included the funding for startup of the Yuma Desalting Plant, the development of ocean desalination facilities and conservation projects in Mexico and the development of in-state water supplies.

  • Represented a public temporary staffing and professional employer organization in its recapitalization and going private transaction.

  • 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.

  • Represented a New Valley Realty in the acquisition of a distressed note and foreclosure on a Palm Springs, California development, including pursuit of guaranties. Brownstein enforced a completion guaranty against the borrower that required them to complete all improvements for a golf course resort community enabling the completion of the community, golf course clubhouse and resale of lots.

  • Represented land developer for formation of an investor-owned water and wastewater utility company in Alabama.

  • Represented a major national bank in a workout of a $10 million loan secured by Western Slope hospitals in Colorado.

  • Represented brandbase Holdings, Inc. as company counsel in connection with CHB Capital Partner III, L.P.'s follow-on investment of $1 million in the company. The investment was in the form of Series B Preferred Stock.

  • 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.

  • Negotiated a $40 million credit facility with Bank of America for Western Athletic Clubs.

  • Represented a public company in a "merger of equals" with a privately-held company. The transaction required registration of securities issued in the transaction with the SEC on form S-4 and shareholder approval.

  • Represented Grupo Cementos de Chihuahua as the borrower in a multi-hundred-million dollar credit facility among a group of international lenders.

  • 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.

  • Represented a media company in its simultaneous $98 million asset and stock acquisitions of two media companies. The transaction included installation of a senior credit facility and a subordinated loan.

  • 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.

  • Brownstein represented battery manufacturer, Enersys, in a local counsel opinion for a Bank of America loan.

  • Represented an investor group in the purchase of a majority of membership interests in a private company. The company is a top tier purchaser and servicer of credit debt obligations which were the subject of bankruptcy claims.

  • Represented a private company and certain subsidiaries, as the borrowers in negotiating and closing a multi-million dollar credit facility with Siemens First Capital. N.A.

  • Represented a major institutional bank in issuing a Revolving Line of Credit to a borrower in the agricultural industry.

  • Represented a public company issuer in connection with its (i) merger with an operating company located in the People's Republic of China, (ii) simultaneous $8.5 million private placement of Series A Preferred Stock and Warrants, and (iii) subsequent public offering of securities issued in the private placement via a registration filed with the SEC. Brownstein assisted this client in establishing a market capitalization of approximately $250 million.

  • Represented brandbase Holdings, Inc. in connection with CHB Capital Partners III, L.P.'s investment of $6.5 million in the company in the form of Series A Preferred Stock. The proceeds of this investment were used to consummate two acquisitions, where we also served as company counsel.

  • Represented brandbase USA, Inc. in the purchase of 100 percent of the assets of Technine, Inc. The acquisition was funded by CHB Capital's private equity investment in brandbase Holdings.

  • Represented CCA, Inc., a holding company which owns and operates a network of radio stations, in the refinance of a multi-million dollar term loan with United Western Bank.

  • Served as counsel to BNSF Logistics, LLC on the acquisition of stock of Texas-based third-party transportation logistics/import-export brokerage companies Diversified Freight Logistics, Inc. and Royal Cargo Lines.

  • Represented brandbase USA, Inc. in the purchase of 100 percent of the assets for Nomis Design, Inc., a Canadian sports retailer.

  • Represented Burlington Northern Santa Fe Corporation in various sale and joint venture transactions to build technology platform to meet Congressionally mandated requirements for the rail industry to implement Positive Train Control.

  • 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.

  • Represented Gordon Gaming Corporation in the $345 million sale of the Sahara Hotel & Casino.

  • Represented the Fitzgerald's Hotel & Casino in its financing.

  • Represented UBS Securities in its underwriting of $35 million in Clean Water Resources and Power Development Authority, Clean Water Revenue Bonds, 2007 Series A.

  • Served as Nevada and New Mexico counsel in the asset acquisition and financing of Resun Leasing, Incorporated's mobile and modular structure business.

  • Represented Chilmark Partners, an investment banking firm, in management's buy-out of Chilmark's equity interest in Starmark Holdings, an athletic club company.

  • Represented Kohlberg & Company in its $160 million sale of Invisible Fence.

  • Represented Firehouse Ventures, LLC in an investment from Lakeview Equity Partners I, L.P.

  • Represented Firehouse Ventures, LLC in a JP Morgan Chase credit facility.

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Meet The Team

Adam J. Agron Shareholder T 303.223.1134 aagron@bhfs.com
Robert P. Attai Shareholder T 303.223.1271 rattai@bhfs.com
Gregory W. Berger Shareholder T 303.223.1158 gberger@bhfs.com
Jonathan R. Bloch Shareholder T 310.500.4632 jbloch@bhfs.com
Kevin A. Cudney Shareholder T 303.223.1166 kcudney@bhfs.com
Aaron M. Hyatt Shareholder T 303.223.1107 ahyatt@bhfs.com
Albert Z. Kovacs Shareholder T 702.464.7076 akovacs@bhfs.com
Jeffrey M. Knetsch Shareholder T 303.223.1160 jknetsch@bhfs.com
Michael W. King Shareholder T 303.223.1130 mking@bhfs.com
Avi Loewenstein Shareholder T 303.223.1136 aloewenstein@bhfs.com
Kristin Macdonald Shareholder T 303.223.1242 kmacdonald@bhfs.com
Trayton D. Oakes Associate T 303.223.1295 toakes@bhfs.com
Rikard D. Lundberg Shareholder T 303.223.1232 rlundberg@bhfs.com
Elizabeth D. Paulsen Shareholder T 303.223.1187 epaulsen@bhfs.com
Frank A. Schreck Shareholder T 702.382.2101 fschreck@bhfs.com
Margaux Trammell Shareholder T 303.223.1192 mtrammell@bhfs.com
Scott E. Wiegand Shareholder T 702.464.7095 swiegand@bhfs.com
Sara R. Mares Paralegal T 303.223.1476 smares@bhfs.com