Securities - Brownstein Hyatt Farber Schreck

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

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

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

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

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

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

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

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

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

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

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

  • Counsel to 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.

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

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

  • Served as special Nevada counsel to CB Nevada Capital Inc., a subsidiary guarantor under Cott Corporation's senior secured asset-based lending credit facility with JPMorgan Chase Bank, N.A. The new four-year revolving credit facility provides financing up to $275 million in the United States, Canada and the United Kingdom.

  • 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.

  • Served as Nevada corporate, real estate and gaming counsel to Wynn Resorts, Limited and issued opinions in connection with a $1.3 billion first mortgage notes offering.

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

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

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

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

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

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

  • Served as Nevada corporate and gaming counsel to Harrah's Entertainment Inc. in connection with its $654 million acquisition of Planet Hollywood Resort & Casino in Las Vegas, and the subsequent modification of its credit facility.

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

  • Counsel to Western Athletic Clubs in the reorganization of its corporate structure through internal corporate mergers.

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

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

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

  • Served as lead counsel for Freeport LNG Development, L.P. in the structuring, strategy and development of a liquefied natural gas (LNG) receiving and regasification facility in Texas. The firm acted as lead counsel in the structuring, negotiating and documenting of financing for the construction of the facility, development of a 7.5 billion cubic foot underground salt cavern gas storage facility, and expansion of the terminal, which included approximately $750 million in financing from ConocoPhillips Company and a $453 million private placement note issuance. Brownstein also oversaw the negotiation of long term terminal use agreements (TUA) with Dow Chemical Company and ConocoPhillips Company. The firm continues to serve as outside general corporate counsel to Freeport and its subsidiaries in all aspects of their businesses, including pursuing the redevelopment of the project into a liquefaction and export facility at a cost of $14 billion.

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

  • Represented 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.

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

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

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

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

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

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

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

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

  • Represented Progressive Gaming International Corporation as local counsel in connection with its sale of assets, stock, warrants and notes to IGT, a gaming machine manufacturer.

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

  • Provided local counsel representation and opinion to Crusader Energy Group in connection with a credit facility.

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

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

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

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

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

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

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

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

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

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

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Meet The Team

Adam J. Agron Shareholder T 303.223.1134
Robert P. Attai Shareholder T 303.223.1271
Gregory W. Berger Shareholder T 303.223.1158
Jonathan R. Bloch Shareholder T 310.500.4632
Jessica M. Burns Attorney T 805.882.1437
Kevin A. Cudney Shareholder T 303.223.1166
Marcela A. Dye Associate T 303.223.1100
Aaron M. Hyatt Shareholder T 303.223.1107
Albert Z. Kovacs Shareholder T 702.464.7076
Jeffrey M. Knetsch Shareholder T 303.223.1160
Michael W. King Shareholder T 303.223.1130
Avi Loewenstein Shareholder T 303.223.1136
Kristin Macdonald Shareholder T 303.223.1242
Rikard D. Lundberg Shareholder T 303.223.1232
Trayton D. Oakes Associate T 303.223.1295
Elizabeth D. Paulsen Shareholder T 303.223.1187
Frank A. Schreck Shareholder T 702.382.2101
Scott E. Wiegand Shareholder T 702.464.7095
Sara R. Mares Paralegal T 303.223.1476