Finance & Lending - Brownstein Hyatt Farber Schreck

At Brownstein, we are more than representative attorneys; we are partners. Our Finance & Lending Group teams with clients nationwide to offer a complete level of service, simplifying the process and smoothing the path to the success of your transaction.  

When deal participants need a group of experienced attorneys with extensive comprehension of complex financing structures, they call Brownstein. Our Finance & Lending Group specializes in developing innovative solutions for highly intricate real estate financing needs, and has deep and substantive experience working with financial institutions to create and maintain loans secured by real estate. We work closely with other real estate-related practices in the firm to provide comprehensive debt and structured finance counsel to both lenders and borrowers.

Specializing in securitized lending, we originate loans that go into securitizations with amounts typically ranging from $10-to-$300 million. Our deals, representing either lenders or borrowers, involve multiple properties in multiple states with structured borrowers meeting rating agency criteria. Our group also represents financial institutions in the purchase, sale and creation of participation interest, A/B note structures, mezzanine debt and preferred equity, as well as working on credit enhancement transactions, mortgage warehousing transactions, syndications and multi-bank credit facilities.

We are intimately familiar with compliance requirements and rating agency regulations that must be adhered to for the successful completion of securitized loan pools, including relevant federal and state laws and the Sarbanes-Oxley Act.

Representative Matters
  • Represented Brue Baukol Capital Partners with its partner Brinkman in the acquisition and construction financing of the high profile Foundry development site in Loveland, Colorado, The acquired parcels at Foundry will be developed into two multifamily complexes with mixed-use ground floor components.

  • Represented Full Sail Brewing Company in a term loan and revolving credit facility from Bank of the West. Full Sail is a craft brewery located in hood River, Oregon, and a portfolio company of Encore Consumer Capital.

  • Represented Calmwater Capital 3, LLC in an interim floating rate loan to borrower secured by a first lien on the construction of a Dream Hotel, Tag Restaurant, and Avenue Nightclub located in Hollywood, California.

  • Represented White Lodging Services in connection with the site acquisition, entitlement, design review and construction financing for a new build Hyatt House/Hyatt Place and a new build AC/Le Meriden in downtown Denver, Colorado.

  • Represented hotel borrower in obtaining construction financing, consisting of a senior construction loan, mezzanine loan, and preferred equity investment.

  • Represents AIG Annuity Insurance Company in the senior and mezzanine financing and cross-collateralization for all phases of the Liberty Harbor Development in Jersey City, NJ in the aggregate principal amount of over $250 million and secured by retail, condominium, multi-family, mixed-use development and hospitality assets.

  • Represented Great Wolf Resorts in a construction loan to finance the development of a 470,00 square foot hotel and 200,000 square foot indoor water-park and entertainment center located near Atlanta, Georgia.

  • Represented buyer in the $70M acquisition, financing, and development of an office building in Portland, Oregon. Performed real property due diligence; and drafted and negotiated purchase and sale agreement, joint venture agreement, loan documents and construction agreements.

  • The firm is representing ZBlock Holdings LLC in negotiating the financing, the joint venture and the condominium and construction documents, as well as numerous management and property-related agreements, in the redevelopment of an entire city block in lower downtown Denver known as Dairy Block. The project includes Dairy Block, a 6 story, mixed use project with 260,000 square feet of office space, ground floor retail and 170 hotel rooms. The deal required two separate financing/lending deals.

  • Represented client in a loan secured by two manufactured housing communities.

  • Over the course of 10 years, refinanced entire real estate portfolio involving 50 refinances of private shopping centers ranging from $10-30 million.

  • Led the acquisition, all financings and multiple construction loans for 200-acre 2,000,000-square-foot ground up retail development.

  • Represented a real estate investment company in the acquisition and financing of a multi-use, multi-property project in Nashville, TN. Project included an existing 239 unit apartment building and 27,359 square feet of retail space and a to-be-developed 139 unit apartment building and approximately 8,525 rentable square feet of retail space. Provided real property due diligence; amended commercial leases; negotiated membership purchase agreement, joint venture agreement, loan documents, property management agreements, reciprocal access and parking agreements, shared amenities agreement, and temporary construction agreements; and formed, converted, merged and dissolved entities in multiple states.

  • Represented borrower on a construction loan for an age-qualified apartment community in Littleton, CO.

  • Represented Calmwater Capital 3, LLC in a Bridge Loan to borrower secured by a first lien on the office building, Lake Business Center, located in Chicago, Illinois.

  • Represented SC Venture Acquisition LLC in connection with the acquisition and financing of eight newly developed single-tenant distribution facilities with an aggregate asset value in excess of $600 million.

  • Represented buyer in $500M acquisition of foreign pension advisor for two downtown Denver high-rise buildings and local counsel opinion for $63M acquisition loan.

  • Represented the landowner in land use, financing and disposition of $300M Gaylord Hotel Conference Center location and bond closing negotiations.

  • Represented Borrower in obtaining a CMBS loan with Benefit Street Capital Partners.

  • Represented an international real estate firm in a $360M acquisition, financing and development of a 640,000 Class A office tower in downtown Denver.

  • Represented a real estate investment company in obtaining a $100M revolving credit facility.

  • Served as gaming and Nevada counsel in connection with the purchase of prominent Las Vegas hotel casino and related acquisition financing.

  • Represented Freeport LNG Investments, LLLP in connection with a loan in excess of $1 billion from IFM Global Infrastructure Fund and Highbridge Principal Strategies, secured by Freeport LNG Investments, LLLP's direct and indirect interests in Freeport LNG Development, L.P., an LNG import/export facility in Freeport, Texas.

  • Brownstein acted as lead real estate general counsel for Freeport LNG Development, L.P. (Freeport LNG) and its subsidiaries in the acquisition 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 real estate component of this project involved (i) closing-on and repurposing over 13 miles of pipeline, (ii) acquiring owner and lender title policies for the entire project in the amount of $US11 billion, which was one of the largest issuances of title insurance in history and involved every national title insurance company, and (iii) using complex conveyance instruments to provide common ownership for portions of the project and maintaining separate ownership for other portions. 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.

  • Represents First National Denver in modifications and workouts of delinquent loans, and disposition of REO assets in California and Colorado.

  • 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.

  • Represented Columbia Properties Laughlin and CP Laughlin Realty, LLC in connection with the sale of the real property and substantially all of the assets associated with the River Palms Resort Casino and a short-term leaseback of such real property and assets. Nevada Restaurant Services, Inc. and Laughlin Hotel, LLC purchased the River Palms Resort Casino for a purchase price of $6,750,000.

  • 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.

  • Represented Mexico Retail Properties and MRP Group, LP in the largest ever real estate transaction in Mexico's history consisting of the sale of 49 commercial properties and the sale of MRP Group's property management platform for an aggregate purchase price of approximately US $2.0 Billion to FIBRA Uno, the first and largest real estate investment trust in Mexico.

  • Brownstein was lead counsel for KeyBank National Association, as administrative agent for a bank syndicate group, in amending and restating the credit agreement of Denver-based Air Methods Corporation, a global leading provider of air medical transportation. The credit agreement provides for a $100 million revolving credit facility and $347.5 million in term loans. Proceeds of the loans were used for the acquisition of Blue Hawaiian Helicopters and its affiliates, a helicopter tour operator based in Hawaii.

  • Led efforts for the redevelopment of a large outdoor mall to create a new, mixed-use center, including retail, residential and office space. The firm managed the joint venture structuring, eminent domain process, public and private financing, construction matters, creation of governing documents, national anchors tenant negotiations and leasing of more than one-million-rentable square feet of retail, office and residential space to national, regional and local retailers.

  • 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.

  • 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.

  • Represented KSL Capital Partners, a Colorado based private equity firm, in the refinancing of the credit facility for the James Royal Palm Hotel in Miami.

  • Represented CoBank, ACB, in connection with a syndicated credit facility to a private equity-backed provider of telephone, cable and alarm systems for small communities in the Houston, TX area.

  • Representation of a real estate investment company in its $285M refinance of an approximately 590 acres hotel and golf course resort property.

  • Represented the principals of an international real estate private equity fund in acquiring a controlling interest in the general partner of the fund.

  • 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.

  • Represented Fortress Investment Group and its affiliates as lead counsel in its floating rate interim loan platform, financing all property types throughout the United States, intended for CLO execution.

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

  • Served as counsel to Treasure Island, LLC in connection with an amendment and restatement of its credit facility secured by the Treasure Island Hotel and Casino.

  • Represented client in acquisition of a specialty sports retail establishment.

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

  • $50M Refinance of office building in Washington, DC. 

  • Led a multidisciplinary corporate, tax and health care team on behalf of a healthcare company in creating innovative new joint venture ownership structure for in vitro fertilization labs, leveraging best of breed technologies and best practices through licensing and management systems. Researched and created innovative corporate and business structure achieving business priorities while addressing competing requirements in areas of corporate, tax, insurance, consumer finance, and health care, including restrictions on corporate practice of medicine, fee splitting, self-referral, and anti-kickback.

  • Represented Caduceus, LLC in the acquisition, development and financing of real property in Saginaw, MI; Sandy, OR; Locust Grove, VA; and Ankeny, IA; and the sale of medical office buildings in Chicago, IL; Hainesport, NJ; Chula Vista, CA; and Amarillo, TX.

  • 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 lead counsel to Santa Fe-based Sun Mountain Capital in documenting term and revolving credit facilities provided by Los Alamos National Bank, N.A. to CTW Home Health, Inc., for the purpose of a leveraged stock purchase of the company.

  • 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.

  • 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.

  • Represented Miller Global Properties in a joint venture formation and acquisition, financing, development and leasing of office buildings consisting of a three-building, Class A office complex with approximately 640,000 net rentable square feet, three parking structures containing a total of approximately 2,400 spaces in Houston, TX.

  • Represented AREA Property Partners in their investment in the Hyatt Regency Hotel in New Orleans, including negotiation and closing of $200,000,000 of equity and debt financing for the redevelopment of this 1,193 room hotel which was reopened on October 19, 2011 after being closed since Hurricane Katrina in September, 2005. Served as lead counsel in negotiation of joint venture documents with Poydras Hotel Members and Hyatt Corporation, and $140,000,000 of construction loan financing. Representation and deal structure also included PILOT treatment, ground lease components and hotel management agreement.

  • Representing Fortress Investment Group and its affiliates in the making of a preferred equity investment in an entity owning a large Colorado Shopping Mall with ongoing construction components, including the negotiation of the buy-out of a partner in such entity, representation of the joint venture entity in its acquisition of a simultaneous refinance loan from Wells Fargo Bank, the negotiation of a management agreement with the sponsor regarding the management of the Property and representation of client in all aspects of the structuring of the investment and transactions from a tax perspective in 2012.

  • Represented SIMEON Commercial Properties in the financing, acquisition and development of apartments in San Jose, California.

  • Structure capital funding of $500M multi-unit apartment developments in Texas, North Carolina, Florida, and Utah. 

  • Represented the purchaser in the $90 million purchase of a portfolio of four apartment complexes in the Denver - Colorado Springs metro areas. Brownstein was Colorado counsel on the acquisition agreement, title and survey review and curative work, water rights due diligence and opinion letters for financing by FHLMC (Freddie Mac).

  • Represented KSL in the refinancing of Barton Creek Resort and Spa in Austin, TX comprised of a new senior and mezzanine loan.

  • Secured $30 million financing for The Homestead, a historical luxury resort and spa in Virginia.

  • Assisted Deutsche Bank Trust Company Americas as Nevada corporate, real estate and gaming 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.

  • 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 on-going outside counsel to The Wellbridge Company in connection with its ownership and operation of health club facilities located in various states. This representation includes corporate structuring; real estate and club acquisition, development and financing; dispositions and leasing; contracts incidental to operations; and coordination of employment and labor matters and litigation prosecution and defense.

  • Represented Miller Global Properties in the negotiation and closing of the acquisition of a 400,000 square foot office building in Houston, Texas. Brownstein also negotiated the related acquisition financing, and structured and documented the joint venture which acquired the property.

  • Advise and due diligence regarding authority and perfection of security in a $5B portfolio.   

  • 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 counsel to CPC Mansion, LLC in connection with its purchase of real property located at 420 East 11th Avenue in Denver from Unique Real Estate Investments, LLC. Brownstein also documented the loan from CPC Mansion, LLC to Gloria Higgins secured by the real property.

  • Represented Fortress Investment Group and its affiliates in purchasing approximately 15 performing and non-performing debt instruments consisting of whole loans, mezzanine loans, subordinate B notes and second mortgage loans in an aggregate principal amount of $165 million and secured by retail/industrial/hospitality and office assets located in Texas, Pennsylvania, New York, Arizona, Alabama, Ohio and California in March, 2011.

  • Represented an equity investment and management firm, specializing in real estate and distressed assets, in the negotiation of joint venture operating agreements, property management agreements, asset management agreements, purchase and sale agreements, and senior and mezzanine financing of commercial space in New York, Texas, Tennessee and South Carolina.

  • Represented a receiver for several Nevada shopping centers whose owners defaulted on their loans, as to lease and workout issues, as well as drafted leases, lease amendment and related documentation.

  • Served as counsel to Renal Ventures Management, LLC. JP Morgan Chase & Co. and Vectra Bank have formed a syndicate to provide an expanded senior credit facility providing up to $50 million of additional capital for growth and operations.

  • 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 bond counsel for Albuquerque Academy in the Village of Los Ranchos de Albuquerque, NM $36 million educational facilities refunding and improvement revenue bonds (Albuquerque Academy Project), Series 2010. Certain proceeds of the Series 2010 bonds will be used to finance the cost of improvements to the Albuquerque Academy campus.

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

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

  • 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.

  • 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.

  • Represented a junior mortgage lender in the $15.5 million acquisition of a senior lender's distressed debt for lumiere Telluride Hotel, followed by the completion of a deed-in-lieu transaction.

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

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

  • Representing a resort developer in a $140 million senior loan and $75 million mezzanine loan to finance the development of a luxury condominium project, including 77 for sale condominium units and 70,156 square feet of retail space, located in Vail, Colorado.

  • Represented KeyBank in a $241.5 million acquisition loan secured by an apartment complex in Greenbelt, Maryland. The transaction included two mezzanine loans as well as a construction holdback for renovation and restoration of damaged portions of the apartment complex. Also represented KeyBank on a $72 million construction loan secured by a privately owned office condominium tower constructed atop a public parking structure.

  • 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 private investment company in due diligence, contract negotiation, acquisition and financing of more than 15 California shopping centers valued at over $300 million. Brownstein handled environmental remediation and development or sale of additional pads for several of the sites.

  • 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.

  • Represented the developer in the construction of 30 luxury condominiums in Aspen, Colorado. Brownstein also handled the workout of the hotel/condo construction loan including an increase in the loan to $25 million, enabling the completion of the hotel and resale of the remaining condos.

  • Represented Earl Scheib, Inc. and its subsidiaries in connection with bank financing secured by real estate in southern Nevada.

  • Served as bond counsel to the Albuquerque Bernalillo County Water Utility Authority on the issuance of $150 million in Joint Water and Sewer System Improvement and Refunding Revenue Bonds.

  • 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.

  • Served as local Nevada counsel for Harrah's Entertainment in connection with an exchange offer related to the existing notes issued by Harrah's Operating Company, Inc. in order to reduce its total debt burden.

  • Represented Guggenheim Corporate Funding, LLC in a loan, secured by real property, to Sierra Nevada College.

  • Served as special counsel in connection with the issuance of $35,000,000 Certificates of Participation, Series 2008, evidencing proportionate interests in base rentals and other revenues under an annually renewable lease purchase agreement between the Adams County Public Facilities Leasing Trust 2008 as lessor, and Adams County, Colorado as lessee.

  • The Firm served as lead transaction counsel for the lender, AIG Annuity Insurance Company, in a structured loan comprised of a $21 million senior loan secured by 3,000 acres in New Mexico and a fully-functioning water treatment facility, and a $7 million mezzanine loan secured by 100 percent of the membership interests in the property owner.

  • 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 PITG Gaming Investor Holdings, LLC and Jurat Holdings, LLC preconstruction financing.

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

  • Represented Miller Global Properties LLC in the acquisition and $40 million construction loan financing of the Marriott Residence Inn in Washington.

  • Represented an individual private investor in the acquisition of approximately 24 acres of real property located in Douglas County, Colorado. Brownstein handled the associated matters in connection with developing the property as an osteopathic college, including the negotiation of related contracts for the acquisition of additional adjacent property and the development, cost-sharing, tap purchase and infrastructure acquisition agreements between the investor, the seller and various metropolitan districts.

  • Handled the construction financing for various hotels including Hooters Casino Hotel and the Cannery Hotel & Casino in Las Vegas.

News & Events

Meet The Team

Ana Lazo Tenzer Shareholder T 303.223.1156 altenzer@bhfs.com
Philip A. Gosch Shareholder T 303.223.1170 pgosch@bhfs.com
Rob Kaufmann Shareholder T 303.223.1176 rkaufmann@bhfs.com
Christopher A. Jacobs Shareholder T 805.882.1412 cjacobs@bhfs.com
Edward N. Barad Shareholder T 303.223.1108 ebarad@bhfs.com
Sean M. Bahoshy Shareholder T 303.223.1229 sbahoshy@bhfs.com
Amy J. Diaz Shareholder T 303.223.1234 adiaz@bhfs.com
Andrew C. Elliott Shareholder T 303.223.1154 aelliott@bhfs.com
David A. Curfman Shareholder T 303.223.1169 dcurfman@bhfs.com
Jennifer Eiteljorg Shareholder T 303.223.1162 jeiteljorg@bhfs.com
Marc C. Diamant Shareholder T 303.223.1132 mdiamant@bhfs.com
Steven C. Demby Shareholder T 303.223.1119 sdemby@bhfs.com
Tal Diamant Shareholder T 303.223.1235 tdiamant@bhfs.com
Aaron M. Hyatt Shareholder T 303.223.1107 ahyatt@bhfs.com
Bruce A. James Shareholder T 303.223.1167 bjames@bhfs.com
Catherine A. Hildreth Associate T 303.223.1263 childreth@bhfs.com
Jeffrey M. Knetsch Shareholder T 303.223.1160 jknetsch@bhfs.com
Michael Havlik Associate T 303.223.1137 mhavlik@bhfs.com
Michael Vikram Kapoor Associate T 303.223.1387 mkapoor@bhfs.com
Michael W. King Shareholder T 303.223.1130 mking@bhfs.com
Suzanne R. Kalutkiewicz Consulting Attorney T 303.223.1131 skalutkiewicz@bhfs.com
Angela Turriciano Otto Shareholder T 702.464.7064 aotto@bhfs.com
Hirsch L. Neustein Associate T 303.223.1298 hneustein@bhfs.com
Mark M. Oveson Shareholder T 303.223.1127 moveson@bhfs.com
Rebecca L. Miltenberger Shareholder T 702.464.7052 rmiltenberger@bhfs.com
Charles J. Smith Associate T 303.223.1289 cjsmith@bhfs.com
Noelle Riccardella Shareholder T 303.223.1204 nriccardella@bhfs.com
Ashley B. Wingfield Shareholder T 303.223.1218 awingfield@bhfs.com
Gregory A. Vallin Shareholder T 303.223.1103 gvallin@bhfs.com
Jacob P. Whitted Associate T 303.223.1209 jwhitted@bhfs.com
Rick D. Thomas Associate T 303.223.1212 rthomas@bhfs.com