Kristin Macdonald

Counsel to MGM Resorts in its $825 million sale of the Circus Circus Hotel Casino and Festival Grounds to an affiliate of businessman Phil Ruffin.

Represented a Denver-based real estate investment company in numerous deals, including the $102 million sale of the Canopy by Hilton Scottsdale Old Town Hotel, the $616 million sale of the JW Marriott San Antonio Hill Country Resort & Spa to The Blackstone Group; the $70 million acquisition, financing, and development of an office building in Portland, Oregon; the sale of Panorama Corporate Center, a 780,659 square foot, six-building, class A office campus in suburban Denver; and the acquisition and leasing of a 200,000 square foot high-rise core and shell office development in Austin, Texas.

Counsel to The Bay Club Company, a premier active lifestyle and hospitality company, in its sale by York Capital Management to KKR, a leading global investment firm.

Represented Seller in complex sale of hotel/casino resort.

Counsel to The Bay Club Company in its acquisition of the Manhattan Country Club, a swim and tennis club in Manhattan Beach. CA.

Represented KSL Capital Partners in the entry into a Purchase and Sale Agreement by the Miraval Group for the acquisition and redevelopment of the Cranwell Spa and Golf Resort in Lenox, Massachusetts.

Represented KSL Capital Partners in the sale of the Miraval Group, the owner and operator of the Miraval Brand, the Miraval Resort and Spa in Tucson Arizona, and the Travaasa Resort and Spa in Austin, Texas.

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

Represented the Bay Club Company in the sale of Santa Barbara Clubs to a Golds Gym Franchisee.

Represented The Bay Club Company in securing term and revolving credit facilities. Proceeds were used to repay existing credit facilities and will be used for future acquisitions, capital expenditures and working capital.

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

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

Counsel to Gaiam Travel in the sale of its 51% interest in Natural Habitat, Inc. for $12.85M.

Represented The Bay Club Company in its acquisition of Active Sports Clubs’ Santana Row location through an asset purchase.

Represented Bay Club Company in its acquisition of Spectrum Clubs, Inc. and its subsidiaries. Spectrum Clubs, Inc. owned 11 sports resort facilities in the Los Angeles metro area.

Represented KSL Capital Partners, LLC through a full auction process in the sale of the iconic Royal Palm Hotel located in Miami Beach, Florida to Chesapeake Lodging Trust, a publicly traded REIT.

Counsel to Natural Habitat in its joint venture acquisition of The Travel Yogi, LLC a travel company specializing in travel experiences to yoga retreats around the world.

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

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

Represented KSL Capital Partners in its acquisition of a controlling interest in Miraval Resort & Spa, a luxury wellness spa in Tucson, Arizona, and its brand. Additionally, the firm negotiated joint venture/partnership agreement with the prior owner, and restructured Miraval as part of the acquisition.

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.

Represented RGS Energy, a nationwide leader of turnkey solar energy solutions for residential, commercial, and utility customers, in its acquisition of Elemental Energy, LLC, a full-service solar energy firm operating under the Sunetric brand, based in Oahu, Hawaii.

Counsel to RGS Energy in its acquisition of Mercury Energy, an east coast solar integrator. RGS Energy acquired Mercury Energy through a stock for stock merger pursuant to which Mercury shareholders were issued registered shares of RGS Energy Class A stock registered on a form S-4 Registration Statement. The transaction required shareholder approval of both RGS Energy and Mercury Energy shareholders.

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.

Counsel to Gaiam TV Canada, a wholly-owned subsidiary of Gaiam, in its acquisition of My Yoga Online ULC, a provider of streaming digital yoga media, from Fresh Eye Productions.

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.

Represented KSL Capital Partners in the sale of five iconic resort properties to TRT Holdings, owner of Omni Hotels & Resorts in a series of five related transactions. The properties that were included in the sale are Barton Creek Resort & Spa in Austin, Texas; La Costa Resort & Spa in Carlsbad, California, Rancho Las Palmas Resort & Spa in Rancho Mirage, California; Grove Park Inn in Asheville, North Carolina; and The Homestead Resort in Hot Springs, Virginia. Brownstein acted as lead counsel on the transaction facilitating the buyer's due diligence review of the properties and the resorts, the negotiation of five separate purchase agreements, and completion of all closing conditions.

Represented one of the larger solar energy installers in the residential and commercial sectors in the U.S. in its successful completion of a $9,000,000 PIPE Investment.

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

Represented Western Athletic Clubs in its financing of a Term Loan from Ventas Healthcare Properties, Inc.

Represented BroadHop, Inc. in a Series A-1 preferred stock financing from its existing venture capital investors and founders.

Secured $30 million financing for The Homestead, a historical luxury resort and spa in Virginia.

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

Represented Gaiam Americas, Inc. in its $13.4M acquisition of VE Newco, LLC, a subsidiary of Universal Music Group Distribution Corp.

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.

Represented BroadHop, Inc. in a transaction securing venture capital to provide additional Series A Financing.

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 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.

Counsel to a major national bank in a workout of a $10 million loan secured by Western Slope hospitals.

Represented certain subsidiaries of Western Athletic Clubs, Inc., as the borrowers, in negotiating and closing a $9 million credit facility with the U.S. Bank National Association.

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

Represented BroadHop, a computer hardware and software company based in Denver, in obtaining venture capital financing from Boulder Ventures and Peninsula Ventures.

Represented the borrower, a subsidiary of Western Athletic Clubs, Inc., in negotiating and closing a $27 million credit facility with the U.S. Bank National Association.

Represented San Francisco Tennis Club, Inc. in the $15 million sale and asset transfer of a tennis and recreational club to WAC SFTC Holding, LLC.

Represented Firehouse Ventures, LLC in multiple acquisitions from 2005 - 2009.

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.

Represented Infusion Partners, Inc. in its $6.5 million acquisition involving 100 percent of capital stock of Scott Wilson, Inc. The acquisition was funded by an equity investment by Kohlberg Company, the principal shareholder of Critical Homecare Solutions, in the form of Series A Preferred Stock.

Represented Real Goods Solar, Inc. in the acquisition of Independent Energy Systems, Inc., its third acquisition in the solar energy integration business in less than a year.

Represented Gaiam, Inc. in the acquisition of fitness and children's media titles, inventory and contract rights under artist licensing agreements from Inspired Studios, Inc., Inspired Distribution, LLC and Inspired Productions, LLC.

Represented a major institutional bank in issuing a Revolving Line of Credit to a borrower in the agricultural industry.

Represented Critical Homecare Solutions, Inc. in its $4.2 million acquisition involving 100 percent of the capital stock of Wilcox Medical.

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.

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

Represented Real Goods Solar, Inc. in the acquisition of Carlson Solar, Inc., a California company.

Represented Real Goods Solar, Inc. in the acquisition of Marin Solar, Inc., its first acquisition in the solar energy integration business.

Represented Firehouse Ventures, LLC in a Vectra Bank credit facility.

Represented Critical Homecare Solutions, Inc. in its $8.1 million acquisition involving 100 percent of the capital stock of Infusion Solutions, Inc.. The acquisition was funded by a draw on Critical Homecare Solutions' revolving credit facility with Jefferies Finance, LLC.