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 Calmwater Capital in making a senior mortgage loan and a mezzanine loan to complete construction of a future residential and commercial condominium project on the highline in New York City.

  • Represented JMA Ventures, LLC in the financing of a construction loan by and between JMA Reno Hotel Holdings, LLC and BPC Lending I, LLC for development of a new Aloft Hotel in Reno, Nevada across from the Reno-Tahoe International Airport.

  • Represented JMA Ventures, LLC in the financing of a construction loan by and between JMA Reno Hotel Holdings, LLC and BPC Lending I, LLC for development of a new Aloft Hotel in Reno, Nevada across from the Reno-Tahoe International Airport.

  • Represented developer in connection with a joint venture for the development of a 144-unit senior living facility (consisting of a mix of independent living, assisted living, and memory care units) located in Glendale, Arizona.

  • Represented developer and operator in connection with the recapitalization of a 90 unit senior living facility (consisting of a mix of assisted living and memory care units) located in Fountain Hills, Arizona.

  • Represented lender in originating a mortgage loan secured by a to-be-built Noble Hotel, an 18-hole Nicklaus Signature Golf Course, 52 estate lots and 22 Golf Villas in West Palm Beach, Florida

  • Assisted borrower with refinancing of mixed use and office properties at 1530 16th Street and 1555 Blake Street in Denver, Colorado. The transaction involved a $48,000,000 loan made by a life insurance company lender.

  • Represented lender in originating a mortgage loan secured by a to-be-built Indigo branded hotel in Coachella, California.

  • Represented lender in originating a mortgage loan secured by a to-be-built Indigo branded hotel in Coachella, California.

  • Represented Seller in complex sale of hotel/casino resort.

  • Represented KORE Investments, LLC in a record setting acquisition of a 12-story, 242,000 sq. ft. building housing Re/Max’s headquarters as well as buildings occupied by Shanahan’s Steakhouse and to be occupied by Snooze.

  • Assisted borrower with acquisition and $13,300,000 financing of office property at 15th and Market Streets in Denver, Colorado.

  • Served as Nevada real estate counsel in connection with the restructuring of Caesars Entertainment Operating Company Inc. and its debtor subsidiaries, including the sale and leaseback of various real estate assets and related financings.

  • Served as Nevada real estate counsel in connection with the restructuring of Caesars Entertainment Operating Company Inc. and its debtor subsidiaries, including the sale and leaseback of various real estate assets and related financings.

  • 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 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 lender in loans secured by manufactured housing communities in Indiana, Ohio and Michigan.

  • 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.

  • Counsel to 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.

  • 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.

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

  • 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.

  • 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 Tropicana Entertainment Inc. (the gaming vehicle of Icahn Enterprises LP) in the acquisition of the Lumiere Place Casino, HoteLumiere, and Four Seasons Hotel St. Louis, from certain subsidiaries of Pinnacle Entertainment, Inc . through the purchase of all of the equity securities of the Pinnacle entities that hold the assets associated with such properties.

  • 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.

  • 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.

  • 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.

  • 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 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.

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

  • 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.

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

  • $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.

  • 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.

  • 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.

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

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

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

  • 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.

  • Nevada counsel to Caesars Octavius and Caesars Ling with respect to a new $450M credit facility to be used to complete the construction of the Octavius Tower at Caesars Palace and to develop a retail, dining and entertainment project between the Imperial Palace and Flamingo properties.

  • 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.

  • 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.

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

  • 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.

  • Counsel to 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.

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

  • 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 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 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.

  • 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 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.

  • 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 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.

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Meet The Team

Philip A. Gosch Shareholder T 303.223.1170
Rob Kaufmann Shareholder T 303.223.1176
Christopher A. Jacobs Shareholder T 805.882.1412
Edward N. Barad Of Counsel T 303.223.1108
Sean M. Bahoshy Shareholder T 303.223.1229
Amy J. Diaz Shareholder T 303.223.1234
Jessica M. Burns Attorney T 805.882.1437
Andrew C. Elliott Shareholder T 303.223.1154
David A. Curfman Shareholder T 303.223.1169
Jennifer Eiteljorg Shareholder T 303.223.1162
Marc C. Diamant Shareholder T 303.223.1132
Steven C. Demby Shareholder T 303.223.1119
Tal Diamant Shareholder T 303.223.1235
Aaron M. Hyatt Shareholder T 303.223.1107
Brooke A. Holmes Associate T 702.464.7068
Bruce A. James Shareholder T 303.223.1167
Jeffrey M. Knetsch Shareholder T 303.223.1160
Michael W. King Shareholder T 303.223.1130
Angela Turriciano Otto Shareholder T 702.464.7064
Hirsch L. Neustein Associate T 303.223.1298
Janae Magee Shareholder T 303.223.1272
Nicholas J. Larson Associate T 303.223.1291
Rebecca L. Miltenberger Shareholder T 702.464.7052
Charles J. Smith Shareholder T 303.223.1289
Joshua P. Rabinowitz Shareholder T 805.882.1421
Richard M. Pandorf Associate T 303.223.1188
Ashley B. Wingfield Shareholder T 303.223.1218
Gregory A. Vallin Shareholder T 303.223.1103
Jacob P. Whitted Shareholder T 303.223.1209