Gaming

Representative Matters

Licensing and Regulatory Compliance

–Assisted with a 50 state survey of gaming/amusement laws pertaining to the release of a new online game. This involved analyzing each state’s laws, regulations, and court opinions applicable to gaming and amusement and how they might apply to the specific online product being developed by the company. Where the subject matter was not directly discussed, interpretations had to be made regarding the state’s enforcement policy and history to classify their laws according to the “degree of risk” in proceeding with the project for that particular geographic area.

–Dickinson Wright provides ongoing gaming legal advice to an investment and real estate development company on Nevada Gaming regulatory issues, including regular participation as legal advisor to the client’s compliance committee, a requirement for its gaming licenses and approvals. The work includes advising them on the applicability of laws and regulations and providing commentary and detail to Gaming Control Board Agents in connection with the submission of quarterly compliance reports.

–Assisted commercial casino developers by obtaining gaming licenses, gaining approval of state constitutional amendments and gaming legislation, and providing counsel supporting the financing, construction, and operation of casinos.

–Negotiated tribal/state gaming compacts and tribal/municipality casino development agreements, and represented tribal interests nationwide and guided developers and vendors in the intricacies of tribal sovereign nation contracting.

–Counsel to a prominent resort and casino in obtaining casino licensure in Detroit, Michigan and regarding various regulatory and gaming matters.

–Drafted legislative amendments and counseled clients regarding amendments to gaming legislation enacted by the government of Ontario.

Land Use & Economic Development

–Representing the development partners with the financing and development of a luxury-branded, mixed-use development in downtown Nashville. The establishment will be approximately 1,231,420 square feet, comprised of a 46-story hotel and condominium residences tower and a 32-story multifamily residential tower, and will include approximately 240 luxury-branded hotel rooms and suites, as well as luxury-branded and serviced multifamily rental units, a banquet and meeting space, a world-class spa, supporting retail, a parking garage, and two roof-top restaurants. This is a complex project, and our representation spans multiple disciplines, including real estate, real estate finance, tax, estate planning, land use, entitlements, and construction services.

–Representing the development partner with the financing and development of a luxury-branded, mixed-use development in downtown Austin, Texas. Overseeing the real estate acquisition and equity financing capital raises for the project, and leading on all other aspects. The establishment will be comprised of a single 64-story tower, 800 feet in height, and approximately 250 luxury-branded rooms and suites, luxury-branded and serviced condominiums, 170 luxury-branded multifamily full-service rental units, 30,000 square feet of banquet and meeting space, a 6,000 square foot spa, 10,000 square feet of supporting retail, a parking garage with approximately 550 parking spaces, multiple dining options, and a signature roof-top restaurant, with a total gross square footage of approximately 1,105,701 square feet.

–Represented the developer in the structuring of an over $1 billion ground-up development of a new casino, entertainment, spa, garage, and hotel facility, consisting of around $650 million in equity contributions and approximately $550 million construction loan market offering with an additional revolving loan and interest rate swap components, which will be secured by multiple operational casinos and ancillary facilities. The work included attaining perfection of interest in gaming license holding entities and casino equipment, an EB-5 component, restructuring existing entities, and structuring new casino entities.

–Retained to provide gaming and related due diligence counsel for an international company providing mezzanine financing for an upcoming hotel and casino. Initially set to open by late 2020, the coronavirus pandemic and design delays have caused the opening to be pushed back to late 2022.

–Represented applicants before the Nevada State Contractor’s Board and appeared before the various planning and zoning boards which make regional infrastructure services evaluations and issue variances and use permits for high-impact projects and projects of regional significance.

–Represented a company backed by a Canadian billionaire in connection with the construction and operation of a state-of-the-art golf putting facility on the Las Vegas Strip.

Mergers, Acquisitions, and Financing

–Served as special Nevada gaming counsel to a lender group to provide financing for the $4.25 billion acquisition of a resort and casino in Las Vegas. The deal is the largest in the history of Las Vegas casino financings with the acquiring group’s joint venture to acquire the resort’s real estate and lease it back to a global hospitality and entertainment company for an initial annual rent of $245 million.

–Served as special Nevada counsel to a billionaire acquiring a hotel and casino in Las Vegas from a global hospitality and entertainment company. The $825 million deal includes a five-acre amusement park, a 10-acre RV park, and 37-acre festival grounds. The property will be updated to feature a stadium-style gaming area, and its existing RV Park will be transformed into a sand-beach pool with a wave machine. With net revenues of $65.9 million in Q3 2019, the multi-use entertainment venue’s purchase is comprised of $662.5 million paid in cash and a $162.5 million note, due 2024.

–Served as gaming counsel to a leader in world-class, automated payment solutions in connection with the $180 million acquisition of a company that provides currency and coin counting equipment to financial institutions and casinos. The deal included navigating gaming regulatory issues to license the combined entity across more than 200 state, provincial, and tribal jurisdictions.

–Representing a hospitality solutions company as the buyer in two add-on acquisitions. The transaction will include a new round of financing and the refinancing of existing subordinated and senior debt.

Intellectual Property

–Served as Nevada gaming counsel to a popular Las Vegas hotel and casino in negotiating the intellectual property and other rights necessary to develop a themed gaming area that is approximately 15,000 square feet and includes 22 table games and 220 slot machines.

–External in-house IP counsel for an emerging online gaming company that recently went public and has completed over $250 million in acquisitions.

Litigation

–Represented a client that owns a Mediterranean and sushi and wine restaurant, as well as the hospitality company that services the restaurant, in an unfair competition, conspiracy, non-compete violation, and breach of lease agreement case. The dispute is over a very high-profile nightclub and restaurant in Miami Beach, which is popular with celebrities, and arises from a conspiracy by the counterparties to steal the restaurant’s goodwill and business of high-end entertainment and restaurant services. The case involves IP issues and other breaches of lease issues related to a right of first refusal and the defendants’ attempts to masquerade and convince the City of Miami Beach preservation board that the applications for renovations were on behalf of the client when they were not.