Business & Corporate Advisory

A strategic legal partner for today’s corporate entities, Brownstein’s Business & Corporate Advisory Group offers all the service of an in-house counsel with all the flexibility of an outside law firm. Acting as general counsel, we bring deep business experience representing companies in all stages of development to our clients, often managing all of their ongoing legal needs. If required, we can provide dedicated, round-the-clock support, including placing attorneys within a client’s organization. 

Our business and corporate attorneys work with corporations, partnerships and LLCs on a full range of legal issues—acquisition opportunities, asset dispositions, public and private financing, bankruptcy and corporate restructuring, federal policy compliance, securities law compliance, intellectual property issues, antitrust matters, private equity deals, employment law and tax concerns.

Whether your organization is an established business or a startup, we offer both strategic and operational legal guidance. For established organizations, we identify growth strategies, investigate methods for increasing shareholder value and complete capital market offerings. For new ventures, we help design corporate structures, raise capital, develop merger opportunities and define exit strategies. For maturing companies, we consult on succession planning, sale of the company, strategic mergers and management buyouts.

When necessary, we tap the resources of the firm’s Litigation Department to represent clients in civil court and in front of regulatory agencies, as well as extensive legal resources in real estate, municipal finance, legislation and environmental law.

Representative Matters
  • Nevada counsel to Scientific Games in its reincorporation from Delaware to Nevada, and ongoing corporate governance matters with post-reincorporation notes issuances and credit facility amendments.

  • Nevada corporate counsel to General Dynamics on various complex corporate law issues surrounding its $9.7 billion tender offer and follow-on acquisition of CSRA, a leading government-related technology business.

  • Nevada corporate counsel in the development, structuring, financing and licensing of The Drew Hotel & Casino (formerly Fontainebleau).

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

  • Nevada counsel to Mesa Air Group and its affiliates in connection with its IPO and corporate law matters regarding the structure of the post-IPO company.

  • Counsel to Restore, a fintech startup that helps consumers with defaulted debt pay-off old accounts through loyalty shopping rewards. We guided the founders through the maze of FDCPA, FCRA, GLBA and state law requirements to build the operations functions and compliance program. for Restoretm. www.letsrestore.com. She advised this firm from inception through launch, and now supports Restoretm in its continuing efforts to help millions of American consumers repay old debts through this innovative loyalty rewards program.

  • Counsel to a major online financial services referral website in transaction due diligence with respect to its acquisition of a credit repair and advisory business. We reviewed the transaction for contract compliance; drafted specific agreement provisions to protect the buyer in the event of a data breach or failures in PCI compliance; and ensured that the acquisition target was properly licensed and had all necessary state approvals to close the deal.

  • Counsel to Habitat for Humanity of Metro Denver in the start-up and license for a stand-alone mortgage lending and servicing affiliate. Our representation included entity creation, transfer of mortgage assets between affiliates, and the creation and implementation of policies, procedures, and disclosures necessary for state and federal consumer financial protection compliance.

  • Counsel to CoinLion, a trading and portfolio management platform that allows users to easily and efficiently manage and trade cryptocurrency in its compliance, licensing, and consumer-facing materials.

  • Nevada counsel to PlayAGS, Inc. in its reincorporation from Delaware to Nevada, and its IPO, as well as numerous post-IPO stock resale transactions by the company's largest stockholder.

  • Nevada counsel to SciPlay Corporation in connection with the creation of the public company in Nevada, the initial public offering and related financing.

  • Counsel to a national gaming company in matters including government contracting, regulatory compliance, political guidance, and strategic business advice.

  • Counsel to the Central Coast Water Authority since 1991. Our representation includes coordinating legal services for all phases of planning, permitting, environmental compliance, right-of-way acquisition, construction and operation related to a $600 million drinking water delivery system.

  • Counsel to an international cosmetic company regarding regulatory compliance issues in connection with new product development.

  • Nevada counsel to Las Vegas Stadium Authority, the entity responsible for the ownership and oversight of the Raiders NFL stadium project, including corporate governance matters.

  • Counsel to KSL Capital Partners in the acquisition by the Miraval Group of the Travaasa Hotel and Spa in Austin, Texas.

  • Counsel to CEC Entertainment, Inc. to secure liquor and general business licenses for Peter Piper restaurants in the City of Las Vegas and Clark County.

  • Nevada counsel to Red Rock Resorts and its subsidiary, Station Casinos, in numerous complex transactions, including the acquisition of the Palms Resort & Casino, credit facilities and notes offerings, and an internal reorganization.

  • Counsel to a public pension regarding regulatory compliance, fiduciary duties, and outside counsel matters.

  • Counsel to Boulder Ventures and its affiliated investor group in a Series A preferred stock investment in Black Bear Energy, Inc.

  • Counsel to The Bay Club Company, a California-based active lifestyle corporation, in acquiring The Golf Club at Boulder Ridge in San Jose, CA.

  • Counsel to The Bay Club Company, a California-based active lifestyle corporation, in acquiring Fairbanks Ranch Country Club in San Diego, CA.

  • Counsel to Gaia in the $145.7M sale of its branded fitness equipment and apparel business to Sequential Brands and Fit for Life.

  • Represented SC Venture Acquisition LLC, the manager of PA-SC Venture I LLC, in acquiring a majority/controlling interest in PA-SC West Palm Beach Project LLC, a distribution facility subject to a triple net lease, which is one of many add-on acquisitions for portfolio companies with similar purpose, by SC Venture Acquisition LLC.

  • Represented SC Venture Acquisition LLC, the manager of PA-SC Venture I LLC, in acquiring a majority/controlling interest in PA-SC Boulder Project LLC, a distribution facility subject to a triple net lease, which is one of many add-on acquisitions for portfolio companies with similar purpose, by SC Venture Acquisition LLC.

  • Counsel to Subsea Global Solutions, a portfolio company of Lariat Partners, in the acquisition of substantially all of the assets of Sea Sub Systems, Inc. in Tampa, FL.

  • Counsel to Pipeliner's Warehouse Inc. ("PWI") in the acquisition of PWI by Cross Country Pipeline Supply, Inc. PWI is a Houston, Texas-based provider of consumable pipeline construction supplies to the U.S. midstream market with a strong presence across the Gulf Coast.

  • Counsel to MGM in the sale of Circus Circus Reno’s assets and MGM’s 50% equity interest in Silver Legacy Resort Casino Reno, as well as the sales of the Gold Strike Hotel & Casino and the Railroad Pass Hotel & Casino.

  • 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.

  • Obtained the final regulatory approvals for Scientific Games Corporation to purchase Bally Technologies Inc.

  • Counsel to Clayton Health Systems, Inc. in connection with refinancing of debt with New Mexico Finance Authority as lender, with Union County, New Mexico with respect to Union County General Hospital and continued representation of Union County General Hospital, including providing corporate enforceability opinion and 501c3 opinion.

  • Counsel to Encore Consumer Capital in its majority investment in Seattle-based indie brand, butter LONDON.

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

  • Counsel to 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.

  • Counsel to The Bay Club Company in its restructuring of corporate entities and renaming and reincorporation of several entities.

  • Counsel to Hyde Park, Inc. and its subsidiaries as borrowers in connection with a revolving credit facility with Wells Fargo Bank and a term loan facility with GB Credit Partners, LLC.

  • Counsel to KSL Capital partners, in the sale of the Bay Club Companies to York Capital Management with a minority investment from JMA Ventures and the company's management team.

  • Counsel to buyer in a merger transaction where buyer acquired all of the outstanding capital stock of Taos Ski Valley, Inc. by merger.

  • General corporate and health care regulatory advice counsel to Colorado Pain Care, LLC in connection with its joint venture formation and participation in private equity backed pain care platform.

  • Counsel to Workforce Insight, Inc. in its auction process through and including consummation of a sale of a majority of the issued and outstanding equity interests to an affiliate of Baird Capital Partners with the founders retaining an ongoing minority interest .

  • Counsel to cosmetics and skin care brand Tarte, Inc., a portfolio company of Encore Consumer Capital, in its sale to Japan's KOSÉ Corporation, a Tokyo-based global cosmetics business.

  • Counsel to GlobaLinks in its sale to International Study Abroad (ISA ).

  • Counsel to Victory Park Capital Advisors in the sale of its portfolio company, Global Employment Holdings, Inc., to TZP Group.

  • Counsel to American Medical Response, Inc., a subsidiary of Envision Healthcare Holdings Inc., in its acquisition of MedStat EMS, Inc., a Mississippi based ambulance company.

  • Counsel to Union County, New Mexico in connection with general corporate and health care regulatory matters with respect to Union County General Hospital, including operating and management agreements and potential acquisition of hospital assets.

  • Counsel to a hotel casino in a restructuring of a restaurant joint venture which involved negotiating new leases, licenses and intellectual property agreements.

  • Intellectual property counsel to Wynn Resorts and Palms Casino Resort, coordinating international and domestic branding and intellectual property enforcement in more than 20 countries.

  • General counsel to large agricultural mutual water company in Ventura County. Our representation includes water rights, infrastructure development, and corporate matters.

  • Counsel to DigitalGlobe in its acquisition of Spatial Energy, a leading source for digital imagery and related services to the energy industry.

  • Counsel to NRC Group LLC, a San Antonio, Texas based natural resources investment firm, and McCombs Family Partners Ltd., the investment management division of the family office of Billy Joe "Red" McCombs, in a recapitalization of Dave's Flow Measurement, a natural gas flow measurement and meter tube fabrication company.

  • Counsel to an affiliate of Lion Equity Partners, in its sale of its portfolio company Rockpoint Logistics.

  • Counsel to 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 $2 billion to FIBRA Uno, the first and largest real estate investment trust in Mexico.

  • Counsel to Gaiam in a carve out sale transaction in which it sold its non-Gaiam branded entertainment media distribution business to Cinedigm for $51.5M.

  • Counsel to Renal Ventures Management, LLC in a refinance of a econd amendment to credit agreement and amendment to guaranty agreements with JPMorgan Chase Bank, N.A. as administrative agent and issuing bank J.P. Morgan Securities LLC as sole lead arranger and sole book runner increasing aggregate commitment to $80 million.

  • Counsel to Victory Park Capital Advisors in the sale of its portfolio company, Ascent Aviation Services Corp., to LongueView Capital.

  • Counsel to William Hill plc, the UK's leading book maker, in its acquisition of 100 per cent of the equity of American Wagering (dba Leroy's) and Brandywine Bookmaking (dba Lucky's), and the race book and sports pool assets and inter-casino linked system of Sierra Development Company (dba Club Cal Neva). Our gaming and corporate/M&A teams represented William Hill in these acquisitions and continue to represent the company in obtaining all necessary licenses and regulatory approvals; . Brownstein represents both William Hill and William Hill Online in their U.S. operations.

  • Counsel to Fertility Laboratories of Toronto, LLC in a joint venture transaction with Thomas Hannam Medicine Professional Corporation to establish Fertility Laboratories of Toronto Inc. and Fertility Surgical Centres of Toronto Inc.

  • Brownstein represented Fertility Lab Sciences, LLC in a joint venture formation transaction.

  • Counsel to Regional Care Physicians Group, Inc., an Arizona non-profit corporation in an asset purchase agreement with an Arizona medical practice group.

  • Counsel to Casa Grande Regional Medical Center in its agreement and plan of merger by and among Cancer Treatment Services Arizona, LLC, Cancer Treatment Services International, Arizona LLC, Regional Health Care Ventures and Arizona Radiation Therapy Management Services, Inc.

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

  • Counsel to 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.

  • Gaming and regulatory counsel to SHFL Entertainment in its proposed acquisition by and merger with Bally Technologies, Inc. Our gaming group has advised SHFL Entertainment in applicable licensing criteria and assisted in obtaining regulatory approvals for its merger with Bally Technologies in 61 countries and over 70 state and tribal regulatory jurisdictions in the US.

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

  • Counsel to North Shore Energy, LLC in preparation and negotiation of Series B preferred purchase agreement and related transaction documents.

  • Counsel to Bunker Mode, Inc., a San Francisco-based mobile application company, in a master restructuring and equity financing.

  • Counsel to EMS USA, Inc. a pipeline operations and maintenance company, in the sale of its Leak Detection and Repair Division and its Analytics Division.

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

  • Counsel to Alliant Energy Services, LLC in its disposition of 100% of the stock of its subsidiary, RMT, Inc. to Infrastructure Energy Services, LLC (IEA).

  • Counsel to Renal Ventures Management, LLC on its contribution and joint venture formation of Renal Center of Morristown, LLC and Renal Center of Succasunna, LLC, and the subsequent acquisition of assets from AHS Hospital Corp. and financing. Renal Ventures Management provides intermittent or continuous renal replacement therapy, dialysis supply services, renal diagnostic testing and other health care services.

  • Counsel to Emergency Medical Services Corporation in acquisition of Saint Vincent Anesthesia Medical Group, Inc., and Golden State Anesthesia Consultants, Inc. The two companies are affiliated with each other and based in the Los Angeles, California metropolitan area. Both provide outsourced anesthesia services to hospitals in southern California.

  • Counsel to Kwik Tek, Inc., a leading designer and distributor of branded marine sporting goods and accessories, in its recently announced recapitalization by Guardian Capital Partners.

  • Counsel to 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.

  • Counsel to Alliant Energy in obtaining a $60 million term loan from JPMorgan Chase Bank as lender for its subsidiary, Franklin County Holdings LLC to finance Franklin County Wind Farm.

  • Counsel to WMS Industries, in its proposed sale to and merger with Scientific Games Corporation.

  • 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.

  • Counsel to EPPH Holding Company, LLC and Ascend Billing Services, LLC in an asset purchase agreement for the sale of assets of Ascend, a medical billing services company, to Medical Consultants, Inc. and Intermedix Corporation.

  • 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 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.

  • Issued local Nevada counsel to LTC Properties, Inc., as borrower, , and certain of its Nevada subsidiaries, as guarantors, issuing an opinion ., in connection with an amendment to an existing credit agreement to increase revolving credit commitments and permit future increases, among other amendments.

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

  • 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.

  • Nevada corporate and gaming counsel to Assisted Landry's, Inc. and certain of its subsidiaries as Nevada corporate and gaming counsel, and issued in the issuance ofopinions to the agents and lenders, in connection with a new $1.2 billion term and revolving loan facility. Brownstein also assisted with the issue and sale of $425 million of Landry's 9.375% Senior Notes due 2020.

  • 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.

  • 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.

  • Counsel to Republic Financial Corporation, a Colorado-based private investment company, it the sale of EZ Pack to Navistar.

  • Served as special counsel and issued local Nevada counsel opinion letter and Exhibit 5 opinion in connection with offer and sale of $325,000,000 principal amount of 7.75% Senior Subordinated Notes due 2022.

  • 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.

  • Counsel to Bachelor Gulf Properties LLC and its affiliates in connection with the recapitalization, condo and hotel loan modifications and Ritz Carlton agreements modifications for the Ritz Carlton Bachelor Gulch in Beaver Creek, Colorado.

  • 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.

  • 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.

  • Negotiated and consummated the purchase of a member-only social club, club house, and related facilities located in Henderson, Nevada. Brownstein also advised the client on various real estate, development, corporate, water rights and business licensing matters.

  • Advocated against AT&T’s proposed $39 billion takeover of T-Mobile for an informal coalition of companies seeking to preserve a competitive mobile wireless marketplace.

  • Counsel to Alliant Energy Corporation in connection with the $1 billion re-syndication of the unsecured revolving credit facilities of Alliant and its two public utility subsidiaries.

  • Counsel to an affiliate of Hilton Worldwide, Inc. in a joint venture with Chicago-based Equity Group Investments in the acquisition and management of the Elysian, a 188-room hotel located in the Gold Coast of Chicago, which hotel was subsequently rebranded as the Waldorf Astoria Chicago.

  • Counsel to Daniels Family Funeral Services in connection with the sale of a portion of their assets consisting of real and personal property.

  • 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.

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

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

  • Counsel to bwin.party 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.

  • 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.

  • Counsel to Evolution Hospitality in the management of the historic Queen Mary located in Long Beach, California.

  • Advises trustees of public pension fund on fiduciary duties.

  • Served as independent counsel to board of directors advising on fiduciary duties and related issues.

  • Counsel to American States Water Company, an investor-owned utility that owns 42 utility systems in California and Arizona in conducting Conducted an inventory of water supplies and resource management for American States Water Company, an investor-owned utility that owns 42 utility systems in California and Arizona.

  • Counsel to a private company in the negotiation and implementation of agreement with a California municipal water district for design, construction, finance and operation (DBFO) of new water treatment facility.

  • Formed mutual water company to serve new development in Los Angeles County, California, and negotiated water supply agreement.

  • Counsel to a renewable energy company and its subsidiaries on corporate and contract issues regarding three wind farms in Wisconsin, Iowa and Minnesota. Our work included negotiating and drafting joint venture structure and equity financing documents. We also assisted the companies with negotiating and drafting master supply agreements, and operations, maintenance and supply agreements with vendors and contractors, and assisted with analysis and negotiations concerning the availability of Section 1603 cash grants for its properties.

  • Counsel to Victory Park Capital Advisors in its $5 million high-yield alternative senior investment to an emerging gold and silver mining company with operations in Arizona and New Mexico.

  • Counsel to Spyglass Capital Partners, LLC in the formation of a hybrid private equity-venture fund focused on early stage debt and equity investments in the beverage and bottling technology sectors.

  • Counsel to Sage Hospitality in connection with the management of the Holiday Inn Parkside in Missoula, MT.

  • Counsel to Denver Agency Company, a national insurance company, in its sale of equity ownership in the company to a key employee.

  • Counsel to RockResorts International in connection with the management of La Posada Resort and Spa in Santa Fe, New Mexico.

  • Served as Nevada gaming, corporate, real estate and intellectual property counsel in connection with Station Casinos, Inc. and its operating subsidiaries' emergence from bankruptcy. Our representation included gaming, real estate, intellectual property and the restructuring, including both asset and equity transfers and new organizational documents with the new owners, and new or amended credit facilities.

  • Counsel to Sage Hospitality in connection with the management of the Il Lugano Suite Hotel in Fort Lauderdale, Florida.

  • 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.

  • Counsel to Atria Senior Living Group Inc. in a deal to merge its real estate interests with the Ventas Inc. real estate investment trust. Brownstein's Our representation included the analysis of and advice concerning state and local licensing requirements for assisted living and senior living facilities in Colorado, Utah, New Mexico and Nevada; a legal opinion regarding certain transactions affecting facilities in New Mexico; and research and preparation of applications for several ancillary licenses in some of the states, including interfacing with state health officials.

  • 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.

  • Counsel to Victory Park Capital, LLC in connection with equity and debt financing transactions involving VPAA Co., the investment vehicle formed to purchase Gulfstream International Airlines.

  • 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.

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

  • 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 $750M revolving credit facility of Herbalife International, Inc. and certain of its domestic and international affiliates, as borrowers and guarantors.

  • Represented company in pursing program management contracts for the reconstruction of Haiti.

  • Represented RockResorts International in connection with the management of the Bimini Bay Resort in the Bahamas.

  • Negotiated and consummated the purchase of an 18-hole golf course, club house, and related facilities located in Henderson, Nevada. Brownstein also advised the client on various real estate, litigation, corporate water rights and business licensing matters.

  • Represented CBS Outdoor Inc. on Denver compliance and land use issues involving outdoor advertising devices, including matters involving ordinance changes to the Denver sign code.

  • Served as counsel to WealthTouch, Inc. on its licensing, general intellectual property and several rounds of preferred equity and convertible debt.

  • Represented RockResorts in the management of Half Moon Resort in Rose Hall, Jamaica, one of the premier Caribbean destinations.

  • Represent RockResorts in their management of the Alma del Pacifico Hotel, a beachfront Costa Rican property previously named Xandari by the Pacific, a destination that is consistently ranked by Conde Nast Traveler as one of the best in Latin America.

  • Served as counsel to Renal Ventures Management, LLC on its $30 million private placement of debt and warrants with Goldman Sachs, and related redemption of stockholder equity. Renal Ventures Management is engaged in the business of providing intermittent or continuous renal replacement therapy, dialysis supply services, renal diagnostic testing and other health care services.

  • Represented Cross MediaWorks, a multi-platform media firm that manages media on a targeted and measured basis, including the historical management of television media for one of the nation's largest charities, Feed The Children. Brownstein successfully pursued to a monetary settlement in a breach of contract action against Feed The Children which arose in connection with an upheaval in senior management at the charity. In addition to achieving a settlement, the business relationship was preserved.

  • Acted as special Nevada counsel to AutoZone, Inc. in its $500 million offering of senior notes due 2020.

  • 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.

  • Represented Steven Holtze Corporation in connection with the management of the Juniper Hotel in Philadelphia, Pennsylvania.

  • Counsel to a national liquor distribution company in its sale of membership units.

  • Represented Sage Hospitality in connection with the management and development of the Spring Hill Suites at Metro State College of Denver.

  • 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 to Apricus Biosciences, Inc., formerly known as Nexmed, Inc., in connection with the issue and sale of units consisting of common stock and warrants.

  • Representation of a national IT company in response to a request for proposals from Nevada State Purchasing.

  • Representation of a national pharmacy benefits manager in response to a request for proposal from Nevada State Purchasing.

  • Counsel to 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 Starwood Hotels and Resorts in connection with the management and development of the Westin Denver International Airport.

  • Represented two private equity firms in successful bid for and acquisition of SouthWest Water Company (SWWC), a publicly-traded, investor-owned water utility with operations in several states in the western and southeastern United States. Brownstein attorneys provided strategic advice, performed due diligence, assisted with the merger and acquisition, and acquired regulatory approvals for the transaction from state public utility commissions. This is the first successful public-to-private conversion of a water company in the past decade, and SWWC was one of only 13 publicly-traded companies in the United States. The transaction matter was nominated for Water Deal of the Year at the Global Water Awards held in Berlin as part of the 2011 Global Water Summit.

  • Represent DLJ Real Estate Capital Partners in connection with the management of a hotel in Nashville, Tennessee.

  • 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.

  • Represented Richfield Hospitality, Inc. in the placement of two management agreements for the management and operation of the Crowne Plaza Pittsburgh and a Monroeville, Pittsburgh Holiday Inn.

  • 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.

  • Represent DLJ Real Estate Capital Partners in connection with the management of a portfolio of hotels in New Jersey, North Carolina and Virginia.

  • Represented Sage Hospitality in connection with the management of Hotel ICON in Houston, Texas.

  • Represented Icahn Enterprises and Carl Icahn in obtaining regulatory approval in Nevada, New Jersey, Louisiana, Mississippi and Indiana to become the majority shareholder and controlling beneficial owner of Tropicana Entertainment Inc. These approvals, which included findings of suitability for 10 Icahn principals and 15 Icahn subsidiaries, enabled Tropicana Entertainment to emerge from bankruptcy.

  • Represented Merritt Equipment Co., a leading manufacturer and distributor of agricultural trailers and aluminum accessory products, in the acquisition of a Sacramento, California-based trucking accessories (fender bracket) manufacturing business owned by Z&Z Enterprises, Inc.

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

  • Protected Bottling Plant from interference by City Council resulting from pressure by non-profit groups adverse to bottled water industry.

  • 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.

  • 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.

  • 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.

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

  • Defend a financial services company in a Department of Justice criminal investigation.

  • Conducted an internal investigation of one of the nation's largest insurance brokerages regarding alleged bid rigging and price fixing.

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

  • Negotiated the development agreement with the City of Las Vegas for the design, construction and operation of the Smith Center for the Performing Arts. The Firm also negotiated and amended the first, second and third restated development agreements.

  • The Firm is providing advice and guidance on the sale of power from major wind farm facilities (up to 1500 MW) in Mexico to investor owned and public utilities in California, including securing cooperative agreements for transmission capacity, framing and wheeling, qualifying and registering projects with the California ISO (CAISO) and Energy Commission (CEC) as renewable energy projects, negotiating Power Purchase Agreements (PPAs), securing financing for projects and/or joint venture agreements, negotiating design, construction and operational agreements, and securing and unbundling Renewable Energy Credits (RECs) for the project.

  • 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.

  • Represented a western electrical utility with a large coal generation base regarding laws and proposals dealing with climate change. Advised the client regarding the economic and environmental issues relating to potential federal and state climate change laws. Representation included regulatory advocacy and advice on corporate climate change policy.

  • 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 the College of Santa Fe, New Mexico, in the $30 million sale of its real estate assets to the City of Santa Fe, and its personal property assets to an affiliate of Laureate Education.

  • 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.

  • Counseled on contract formation, design and construction claims resolution, and litigated cases related to the Denver International Airport Terminal and Concourse C Project, Colorado’s Jefferson County Government Center Project, the Black Hawk Casino by Hyatt Project, the Denver Convention Center Hotel Project, the Ray Nixon Power Plant (Colorado Springs, CO), and the $240 million Denver Convention Center Hotel Project.

  • Serve as principal outside legal counsel to a major retailer operating more than 450 stores in 45 states across the country.

  • Represent Honeywell International Inc. in its biofuels certification and Department of Energy grant processes.

  • Represented Dividend Capital Total Advisors in developing a joint venture platform for fund formation. Brownstein also handled the employee equity incentive package and tax matters related to the transaction.

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

  • The Firm served as temporary in-house counsel to Global Cash Access, a provider of cash access products to the gaming industry. Brownstein assists with day-to-day business and contracts.

  • Represent Grupo Cementos de Chihuahua, a Mexico-based cement and basic materials company, in the majority of their legal work in the United States. Brownstein has represented the company in multiple acquisitions of redi-mix companies and assets, bank finance matters, intellectual property, employment, ERISA and employee benefits matters, construction disputes, property tax issues and environmental and permitting matters.

  • Represented Highgate Hotels, L.P. in connection with the management of two hotels in the greater San Francisco area.

  • Counsel to the purchaser/redeveloper of the former Gates Factory site, which consists of 55 acres and 2 million building square feet, located at I-25 and Broadway in Denver. The firm's work for the redevelopment involved brownfields redevelopment, environmental remediation, acquisition of entitlements for a mixed-use transit-oriented development, neighborhood negotiations and structuring of public and private financing.

  • General Counsel, Chino Basin Watermaster, under the case Chino Basin Municipal Water District v. City of Chino, San Bernardino Superior Court Case No. RCV 51010. 2000 to 2012.

  • 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 Stonebridge Realty Advisors, LLC in connection with its appointment by a receiver as hotel manager for two distressed hotels in Colorado.

  • Counseled Chicago Grade Landfill, Inc. on land use permitting and Williamson Act issues resulting in a long-term permit for operation expansion.

  • Handled all environmental and water compliance issues with the State of Colorado for a large animal production facility and achieved a favorable settlement for a number of alleged violations of environmental compliance laws at their facilities.

  • Represented DLJ Real Estate Capital Partners in regards to a portfolio of nine hotel management agreements.

  • 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.

  • Provides general counsel services to Goleta West Sanitary District, a California public agency, including advice to the Board of Directors and management; drafting of ordinances and resolutions, contracts and other legal documents; business negotiations; regulatory compliance and litigation.

  • Representing Golden State Water Company for development of a new water utility service area in Sutter County, California, including water resource and infrastructure planning, negotiation of water supply agreements, and acquisition of certificate of public convenience and necessity from the California Public Utilities Commission.

  • Formed mutual water company to serve new development in El Dorado County, California.

  • 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 bond counsel in the remarketing of $20,000,000 of General Obligation Variable Rate Bonds, Series 2004, by Bachelor Gulch Metropolitan District in Eagle County, Colorado.

  • Supervision of the preparation of a wide variety of environmental documents (from Notices of Exemption to Environmental Impact Reports) for infrastructure construction, State Water Project water transfers, and water banking.

  • Advised private project developers related to proposed desalination plants in Mexico and water supply pipelines to the United States.

  • Served as securities and real estate counsel to Elevation Integrated Hardware Block, LLC in connection with the loan, joint venture structuring and private placement to finance the acquisition of Hardware Block Condominiums at 1515 Wazee Street in Denver.

  • Represented Fairmont Hotels & Resorts, Inc. in connection with various development and resort management transactions, including the Fairmont Vail, a master planned luxury resort community located in Vail, Colorado and the Fairmont Roco Ki, a master planned luxury resort community located in the Dominican Republic.

  • Nevada counsel to Quest Resource Corporation in its common stock offering.

  • 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 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 a Colorado solar company in successfully negotiating and installing a large solar project in an army base in Afghanistan.

  • 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.

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

  • Served as counsel to Coastal QSR Holdings, LLC on the acquisition of the assets of 44 Taco Bell and multibrand restaurants, concentrated in Florida. The transaction included related real estate owned by Tromble and Company, Inc., Tromble and Company Operations, Inc. and Tromble and Company East, Inc.

  • 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.

  • Represented Meteorcomm LLC, a global, wireless telecommunications company providing data communications solutions and services, in general corporate and intellectual property licensing transactions.

  • Represented a group of companies in a partnership dispute involving six simultaneous litigation matters spread out over several states. The disputes were resolved through the successful sale of the joint venture.

  • 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 a California health club organization in the preparation of a property report assessing land use opportunities and constraints relative to long-term planning for a community recreation facility.

  • Served as Nevada counsel to Core Revere Holdings, LLC in the acquisition of the Revere Golf Course in Henderson, Nevada.

  • 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.

  • Represented Lennar Colorado, LLC, a large Colorado developer, in a complex option to purchase and share in the construction and development of a private golf course community in Adams County, Colorado.

  • 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 Global Employment Holdings, Inc. in a $120 million recapitalization and public shell merger.

  • Represented Lennar Colorado, LLC, a large Colorado developer, in connection with a transaction involving the sale of a portfolio property as well as the simultaneous acquisition of a similar portfolio of real property from another developer. This unique real estate acquisition and disposition matter involved two separate private asset-holding 'landbank' investment firms and the negotiation of construction agreements related to the completion of platting and infrastructure improvements to both portfolios, and the negotiation and management of the corresponding option agreements.

  • Represented American Nevada Corporation and its affiliates in a corporate reorganization.

  • Serve as healthcare regulatory counsel to an international, publicly-traded healthcare company and its subsidiaries for all day-to-day compliance guidance, including advice regarding HIPAA/HITECH, False Claims Act, Anti-Kickback Statute, Physician Self-Referral Laws, and Medicare and Medicaid rules and regulations. Assist in audits and investigations and help resolve identified healthcare regulatory concerns.

Meet The Team

Douglas J. Friednash Shareholder T 303.223.1221 dfriednash@bhfs.com
Ellen Schulhofer Shareholder T 702.464.7059 eschulhofer@bhfs.com
Avi Loewenstein Shareholder T 303.223.1136 aloewenstein@bhfs.com
George Short Shareholder T 805.882.1441 gshort@bhfs.com
Jeffrey M. Knetsch Shareholder T 303.223.1160 jknetsch@bhfs.com
Albert Z. Kovacs Shareholder T 702.464.7076 akovacs@bhfs.com
Adam J. Agron Shareholder T 303.223.1134 aagron@bhfs.com
Jessica M. Burns Attorney T 805.882.1437 jburns@bhfs.com
Robert P. Attai Shareholder T 303.223.1271 rattai@bhfs.com
Alexandra Fidler Metzl Shareholder T 303.223.1157 ametzl@bhfs.com
Rikard D. Lundberg Shareholder T 303.223.1232 rlundberg@bhfs.com
Cecily S. Sweet Associate T 303.223.1296 csweet@bhfs.com
Joshua P. Rabinowitz Shareholder T 805.882.1421 jrabinowitz@bhfs.com
Michelle Lee Pickett Shareholder T 805.882.1422 mpickett@bhfs.com
Scott E. Wiegand Shareholder T 702.464.7095 swiegand@bhfs.com