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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.
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Representing the third largest gaming company in the US, Penn National, on all gaming licensure and regulatory matters, including negotiation of definitive agreements for Penn National to develop and manage a casino for the Jamul Indian Tribe near San Diego, California. We also obtained all necessary Nevada regulatory approvals for Penn National to separate a portion of its 28 casinos and race track operations into a real estate investment trust.
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Counsel to Bunker Mode, Inc., a San Francisco-based mobile application company, in a master restructuring and equity financing.
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Counsel to Resorts Entertainment in the negotiations of an operation and management agreement with Mohegan Gaming Advisors for the Resorts Hotel and Casino in Atlantic City, New Jersey.
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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.
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Served as Nevada corporate and gaming counsel to Aristocrat Leisure Limited and its Nevada subsidiaries, including Aristocrat Technologies, Inc., as borrowers and/or as guarantors, under a new multicurrency credit facility and group guarantee.
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Counsel to bwin party digital entertainment in a California online poker services agreement with United Auburn Indian Community.
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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.
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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.
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Special Nevada counsel to AutoZone, Inc. as special Nevada counsel in connection with the registration and issuance of $500 million aggregate principal amount of 3.700% Notes due 2022.
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Served as Nevada counsel to Triangle Petroleum Corporation in connection with its guaranty of the obligations of its wholly-owned subsidiary, as borrower, under a secured credit facility, and the issuance of an opinion to the agents and lenders.
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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.
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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.
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Nevada counsel to a private equity fund in connection with the acquisition 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.
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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.
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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.
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Served as special Nevada counsel and issued an opinion for a privately-held Nevada corporation in connection with the guaranty of an unsecured credit agreement of one of its affiliates.
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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.
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Nevada counsel to FriendFinder Networks Inc., an Internet-based social networking and technology company, in connection with its initial public offering of five million shares of common stock with an aggregate initial public offering price of $50 million.
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Provided Nevada legal opinion to EchoStar Corporation in its $1B senior secured notes. The net proceeds of the offering were used to fund a portion of the purchase price for EchoStar's previously announced acquisition of Hughes Communications, Inc.
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Served as special Nevada counsel to Southwest Airlines Co. in its acquisition of AirTran Holdings Inc. valued in excess of $1 billion.
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Special Nevada counsel to Vail Resorts in its $390 million offering of senior subordinated notes.
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Counsel to 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.
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Served as Nevada counsel to IBM in its acquisition of TRIRIGA Inc., a leader in environmental sustainability software.
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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.
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Served as Nevada counsel to BWAY Holdings Company and its Nevada subsidiary. Brownstein issued an Exhibit 5 opinion in connection with the registration of 10% senior notes and guarantees relating to an exchange offer.
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Acted as special Nevada counsel to AutoZone, Inc. in its $500 million offering of senior notes due 2020.
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Represented Western Liberty Bancorp in its acquisition of Service1st Bank of Nevada in a transaction valued at $20 million.
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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.
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Served as local Nevada counsel to Apricus Biosciences, Inc., formerly known as Nexmed, Inc., in connection with the issue and sale of units consisting of common stock and warrants.
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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.
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Served as Nevada counsel to Aristocrat Leisure Limited in connection with the third variation deed amending and restating a credit facility and group guarantee.
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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.
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Nevada counsel in connection with an 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.
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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.
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Outside general counsel to a Nevada Indian tribe in a number of large scale development projects, including the development of a 200 MW concentrated solar project in southern Nevada. Work includes the negotiation of lease and other agreements with a large renewable energy developer, development of water rights for the project, negotiation with the U.S. Bureau of Indian Affairs and other federal agencies and guiding the tribe through the NEPA process. Legal work also included the development of a sales and use tax regulatory structure for the tribe.
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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.
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Counsel to Hard Rock Hotel Holdings in the licensing of the Hard Rock Hotel and Casino Tulsa, an Indian casino owned by the Cherokee Nation, and the Hard Rock Hotel and Hard Rock Casino Albuquerque, an Indian casino owned by the Pueblo of Isleta.
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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.
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Provided local counsel representation and opinion to Crusader Energy Group in connection with a credit facility.
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Nevada counsel to Quest Resource Corporation in its common stock offering.
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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.
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Served as Nevada counsel to Wynn Resorts on its refinancing including a mortgage notes tack-on and a credit agreement amendment.