Enough outside law firms to represent nearly every position on a football field grabbed roles on a deal announced Monday to relocate the National Football League’s Oakland Raiders to Las Vegas. The team has called the Bay Area home since 1960, save for a 12-year sojourn in Los Angeles.
In a 31-1 vote, NFL owners approved the relocation of the Raiders to Sin City, a move expected to take place in either 2019 or 2020. Like most business decisions, this one centered on money, specifically a record $750 million in public funding toward a new $1.9 billion stadium to be built for the storied football franchise just south of the Las Vegas Strip.
Ten Am Law 100 firms had key roles on the transaction, which gained steam in January when Andrews Kurth Kenyon and Brownstein Hyatt Farber Schreck teamed up to secure a $450,000 legal services contract for the Clark County Stadium Authority—also known as the Las Vegas Stadium Authority—in its effort to secure public money to help build a new stadium. (Las Vegas’ aging Sam Boyd Stadium is not large enough to host an NFL team.)
Mark Arnold, a public finance partner at Andrews Kurth Kenyon in Houston who has handled stadium deals for all of the city’s four major sports teams, and fellow public finance partner James Hernandez, of counsel Gene Locke and associate Jason Reiner are working closely with Brownstein Hyatt real estate transactions partner Angela Otto in Las Vegas to spearhead the stadium authority’s legal team on the deal. In a late Monday interview, Arnold and Otto said their partnership was crucial in beating out more than 30 firms that bid for the stadium authority’s legal services contract.
“Out of the 30 firms that responded to the [request for quotation], there was a shortlist down to 10, and then a final three,” said Arnold, explaining how his firm was selected. “The finalists all made presentations and interviewed with the [stadium authority’s] executive director.”
Arnold said that Andrews Kurth Kenyon—formed earlier this year via a merger—and Brownstein Hyatt won the coveted assignment due to their previous experience working together on casino deals in Las Vegas. Other firms that reportedly made it to the presentation stage were Ballard Spahr and Dorsey & Whitney, which reportedly submitted a joint proposal, and southwestern legal giant Fennemore Craig.
The stadium authority was formed last October following the passage of a bill by the Nevada Senate that was subsequently signed by the state’s Gov. Brian Sandoval, a former partner at leading Las Vegas firm Jones Vargas, which was absorbed by Fennemore Craig in 2012. The legislation authorized an increase in hotel taxes for Clark County to help pay for the new stadium. (Ike Lawrence Epstein, a former Lewis Roca Rothgerber Christie partner and current COO of the Ultimate Fighting Championship—sold last year in a $4 billion deal that yielded roles for eight law firms—serves as the stadium authority’s vice chairman.)
Brownstein Hyatt’s Otto, a veteran Las Vegas dealmaker, said her firm is providing local counsel to the stadium authority. With the NFL’s approval of the Raiders’ relocation Monday, the stadium authority can now focus on hammering out the details on its stadium finance plan. The current terms call for the stadium authority to contribute at least $750 million— or about $354 per Las Vegas resident—and the Raiders to pay $500 million. The team also needed to secure a $650 million loan to replace a commitment by casino magnate Sheldon Adelson, who in late January backed out of the deal, leading The Goldman Sachs Group Inc. to also pull out of the transaction.
With two major financial backers withdrawing from the project, the Raiders relocation plans looked to be dead in the desert. But earlier this month Bank of America Corp. stepped up to provide a crucial $650 million loan to the Raiders under terms that do not call for equity in the team or stadium, the latter of which will be owned by the stadium authority. DLA Piper partner Mark Whitaker—a sports and public finance expert who joined the global legal giant in 2010—is advising BoA on its financing for the Raiders’ new 65,000-seat stadium. McGuireWoods, a firm that over the past year has sought to strengthen its ties to BoA, is also advising the banking giant on the deal. (BoA’s general counsel is David Leitch.)
Raiders executive vice president and general counsel Daniel Ventrelle and vice president and associate counsel John Yow are handling much of the work in-house, while also overseeing a team of lawyers from five firms advising the team on its proposed relocation to Las Vegas.
Morgan, Lewis & Bockius corporate finance partner Jonathan Bernstein, real estate partner Maurice “Skip” Sullivan III, tax and real estate partner Donald-Bruce Abrams and finance partner Matthew Furlong are working for the Raiders on the relocation deal structure and related matters, including agreements with municipal bodies in Nevada. Morgan Lewis corporate partner Baird Fogel in San Francisco, hired by the firm in February from Crowell & Moring, is assisting on regulatory issues.
All four Boston-based Morgan Lewis lawyers previously worked at Bingham McCutchen, the bulk of which was absorbed into Morgan Lewis in early 2015, although Bernstein and Furlong came aboard in 2009. Bernstein was stuck in Raiders-related meetings Monday and unable to immediately discuss his firm’s work for the team.
Arnold & Porter Kaye Scholer, another firm formed earlier this year through a merger, is also advising the Raiders through senior litigation counsel Kenneth Hausman and real estate partner Kenneth Neale. Both lawyers previously worked at San Francisco-based Howard Rice Nemerovski Canady Falk & Rabkin, a longtime legal adviser to the Raiders that Arnold & Porter acquired in 2011. Hausman has served as outside business counsel to the team on various matters for years—including an employment dispute with Raiders’ cheerleaders—and Ventrelle, the franchise’s in-house legal chief, previously worked with him at Howard Rice.
Other lawyers representing the Raiders on their relocation plans include Chicago-based Greenberg Traurig partner Peter Rush, who is handling structural, municipal and state issues, and Squire Patton Boggs senior tax partner Alan Doris in Cleveland. Jenner & Block aviation and aerospace co-chair Marc Warren in Washington, D.C., who just joined the firm from Crowell & Moring, is also advising the Raiders. (The new stadium in Las Vegas is located near the city’s airport.)
Covington & Burling, a longtime legal adviser to the NFL, is once again counseling the league on another relocation drama. The American Lawyer reported last year on the firm’s due diligence role for the NFL on a $3 billion stadium deal that saw the St. Louis Rams move to Los Angeles. (The NFL shed its nonprofit status last year, although the league’s final federal tax filings showed more than $10 million being paid to Covington for its services.) The San Diego Chargers will join the Rams in Los Angeles later this year.
The Miami Dolphins, owned since 2009 by real estate billionaire and former tax lawyer Stephen Ross, were the only team to vote against the Raiders’ relocation. In a statement, Ross wished the Raiders well, but said he thought more could have been done to keep the team in Oakland, which submitted a revised stadium finance plan that the league rejected over the weekend.
“My position today was that we as owners and as a league owe it to the fans to do everything we can to stay in the communities that have supported us until all options have been exhausted,” said Ross, who invested $500 million into his own stadium renovations to keep the Dolphins in Miami.
Ross wasn’t the only lawyer-turned-business magnate to question the amount of public money being used to lure the Raiders from the Bay Area to the desert.
William Foley II, a billionaire and former real estate lawyer from Phoenix, owns the National Hockey League’s Las Vegas Golden Knights. He welcomed the Raiders to town on Monday, but also said he felt there were better ways to spent $750 million in municipal funds than on a new football stadium.
The American Lawyer reported last year on Cooley, Loeb & Loeb and Proskauer Rose handling the $500 million acquisition—a sum Foley’s ownership group paid themselves—of an NHL expansion franchise in Las Vegas. The Golden Knights, as the team hopes to be named despite suffering a setback in December before the U.S. Patent and Trademark Office, will take the ice later this year.
The Raiders applied to the USPTO last August to use their current name in Las Vegas, although the NFL could still require the team to adopt a new moniker. After decades of being without a top-flight professional sports presence—Las Vegas was once home to the Canadian Football League’s Las Vegas Posse, the XFL’s Las Vegas Outlaws and United Football League’s Las Vegas Locomotives—the Raiders will join the Golden Knights as the second major North American sports team to set up shop in Sin City in two years.
As for Oakland, the city is now reportedly mulling a potential legal action against the Raiders to try and bar the Silver and Black from fleeing for the Silver State. The Raiders, under late owner Al Davis, were long known for their legal battles with the NFL. Having already left Oakland in 1982 for Los Angeles, the Raiders could become the first NFL franchise in history to leave its home city, return and then decamp again should its Las Vegas move be finalized.
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