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Submittal-George Chen-Response to Request of Interest
Submitted into the public record for it m(s) AA. on City Clerk Response to Request for Letters of Interest Prepared for the City of Miami April 12, 2019 BRYAN CAVE LEIGHTON C%fI•p PAISNER �-- Table of Contents Submitted into the public record for it m(s) on Q City Clerk Table of Contents Tab 1: Basic Information................................................................................................. 3 ExecutiveSummary ............................................................................................ 3 Relevant Experience........................................................................................... 5 AttorneyTeam.................................................................................................... 8 FeeStructure.................................................................................................... 11 Alternative Fee Arrangements........................................................................... 12 Tab 2: Background Information.....................................................................................14 FirmOverview................................................................................................... 15 Sports and Event Venue Brochure.................................................................... 17 Naming Rights and Sponsorship Brochure........................................................ 21 Sports and Event Financing Brochure............................................................... 24 bclplaw.com I A Global Law Finn 2 Submitted into the public record fo BRYAN on _ City Clerk CAVE Tab 1: Basic Information LEIGHTON 13 Pp PAISNER C. Tab 1: Basic Information Executive Summary We are pleased to present our capabilities for Bryan Cave Leighton Paisner to represent the City of Miami (the "City') as specialized real estate legal advisor with respect to the proposed development, construction and long-term leasing of City -owned property for an MLS stadium, commercial facilities and retail complex.' High-profile developments such as this require sophisticated counsel with the experience and the judgment necessary to successfully execute complex deals. These are more than just commercial transactions, however large the dollars at stake. Our team offers a combination of the right experience, knowledge of industry standards and value that is truly unique in the stadium development space. As we believe our proposal will demonstrate, our team is the best fit for this engagement because: ■ We have significant experience with urban event venue/mixed use developments similar to the this project. We know that these projects are incredibly significant not only to the franchises and businesses that call them home but also to the larger community in which they are located. With an office located in Miami, we know the importance of this development firsthand. Our team would ensure that all stakeholders are considered and that broader interests are served while, at the same time, achieving the best result for the City. ■ We are among the most active law firms in the world in handling significant stadium developments and financing, as well as naming rights and sponsorship transactions. We have the expertise to handle all aspects of these projects, having served as lead counsel in connection with a number of high profile event venue projects across the United States and abroad, including the Staples Center, The 02 (London), The Colosseum at Caesars Palace, the StubHub Center, T -Mobile Arena, and many others. ■ Our firm is well-known and highly ranked, particularly in the area of sports law. Bryan Cave Leighton Paisner's Sports and Entertainment Group is recognized by Chambers USA as one of the leading sports law practices. Members of the Bryan Cave Leighton Paisner Sports and Entertainment Group have also been ranked in the "Premier" category of SportsBusiness Journal's list of Power Players for their influence on the profession, the depth of client list, specialties, and overall body of work. Chambers USA reported that our Sports and Entertainment Group practice provides "the best possible client service" to our clients. ■ Operating out of offices throughout the UK, Europe, US, Asia, and the Middle East, our internationally -ranked real estate group has vast experience representing clients in acquiring, developing, financing, leasing, operating, managing and selling commercial real estate covering ' We do not have a conflict with representing the City of Miami or with being adverse to Miami Freedom Park LLC or the related Major League Socer franchise. bclplaw.com I A Global Law Firm 3 Submitted into the public BRYAN record fit m(s) M CAVE on City Clerk Tab 1: Basic Information LEIGHTON CC��©"llp PAISNER �� all major asset classes. We have achieved National Tier 1 ranking in Real Estate Law by U.S. News & World Report and Best Lawyers® in its 2018 'Best Law Firms" rankings. ■ We provide unmatched value among firms with similar experience. Our team has hourly rates that are significantly lower than other global law firms of our size with our specialized expertise, which we achieve through superior management of our business. Further, we are on the leading edge of innovations in the legal marketplace, including innovations in alternative fee pricing, allowing us to maintain flexibility and generate additional value for the City. We are committed to continuing to develop a partnership with the City, and we are excited to leverage our expertise to help the City and the community realize your vision. Thank you for the opportunity to be considered for this engagement. bclplaw.com I A Global Law Firm 4 Submitted into the public record f ite s) BRYAN on CAVE City Clerk Tab 1: Basic Information LEIGHTON p PAISNER t �� Relevant Experience Bryan Cave Leighton Paisner is recognized globally as a leader in sports and entertainment law. Our Sports and Entertainment Group consists of nearly 90 attorneys firmwide with expertise in a broad range of subject areas. Further, because we are part of one of the world's largest global law firms with over 1,400 lawyers and professionals, we can provide you the full range of services needed to accomplish this deal expertly and efficiently. Bryan Cave Leighton Paisner has extensive experience in connection with the development, financing, leasing and operation of stadiums, arenas and other event venues. We have the expertise to handle all aspects of these projects, having served as lead counsel in connection with a number of high profile event venue projects across the United States and abroad. We also have deep experience partnering with other law firms on major stadium development projects, and, if desired, we would be happy to partner with real estate or other counsel of the City's choice. Representative engagements we have handled include the following: ■ STAPLES Center (Los Angeles, CA). We served as lead counsel to the developer of STAPLES Center, handling all aspects of the project, from real estate acquisition and rezoning to naming and sponsorship rights and financing. STAPLES Center is home to the Los Angeles Lakers, Clippers, Kings, Sparks and Avengers and has hosted such high profile events as NBA and NHL All Star games, World championship boxing bouts, the Grammy Awards, the 2000 Democratic National Convention, the 2002 U.S. Figure Skating Championship, the X Games, the Summer WTA Tour Championships, the Pac-10 Conference basketball tournament and concerts starring U2, Paul McCartney, the Eagles, Madonna, Bruce Springsteen and others. Situated on nearly 40 acres in downtown Los Angeles and adjacent to L.A. Live entertainment district, STAPLES Center boasts nearly five million square feet of entertainment and office space. IN Pro Football Hall of Fame (Canton, OH). We recently served as lead counsel to HOF Village, LLC (a joint venture between the Pro Football Hall of Fame and Industrial Realty Group) in an historic, 18 -year agreement to create the first sports and entertainment "smart city" that will carry the name Johnson Controls Hall of Fame Village. The agreement ranks in the top 80th percentile of sports naming rights deals and is the largest ever for its market size. Under the terms of the deal, Johnson Controls will become the "Official Smart City Partner" of Hall of Fame Village, which includes venues such as a virtual reality, state-of-the-art Johnson Controls Hall of Fame Experience. Additionally, Johnson Controls will be the presenting sponsor for the annual celebration each summer that will be known as the Pro Football Hall of Fame Enshrinement Week Powered by Johnson Controls. IN Las Vegas Ballpark (Las Vegas, NV). We served as lead counsel to The Howard Hughes Corporation and Las Vegas 51s on the development of Las Vegas Ballpark, as well as on an historic, 20 -year, $80 million naming rights agreement with the Las Vegas Convention and Visitors Authority (LVCVA) for the 51s new Las Vegas Ballpark. The naming rights agreement is bclplaw.com I A Global Law Firm 5 Submitted into the public BRYAN record f it m(s) _._.— CAVEClerk LEIGHTON Carl p on CRY Tab 1: Basic Information PAISNER GG_ by far the largest naming rights deal in minor league baseball history. The $150 million Las Vegas Ballpark will be located in Summerlin, Nevada and will include approxiately 10,000 seats and 22 -suites. Among the projected amenities, the new facility is anticipated to have a center field pool, kids' zone and several bars. ■ Ballpark Village (St. Louis, MO). We represented the St. Louis Cardinals in connection with various commercial arrangements related to their Ballpark Village project. Ballpark Village is a dining and entertainment district adjacent to Busch Stadium where the St. Louis Cardinals play in downtown St. Louis. The $100 million first phase of Ballpark Village consists of 150,000 square of retail shops, restaurants, entertainment venues and 720 parking spaces. Ballpark Village offers over 200+ events annually. The Cardinals Hall of Fame and Museum and Cardinals Nation Restaurant, Fox Sports Midwest Live! Restaurant, the Budweiser Brew House, and PBR St. Louis all comprised the first phase. ■ FA National Football Centre at St. George's Park (London, UK). Over a period of three years, a cross -practice team advised on various legal aspects relating to the design, procurement, planning, financing and operation of the FA's National Football Centre at St. George's Park. St. George's Park is seen as integral to the future of the FA, driving elite performance in football (soccer) in England and Wales, and the heartbeat of Club England for years. We also advised the St. George's Park board on the procurement and financing strategy for this strategic development, comprising leisure, medical and hotel facilities. ■ The StubHub Center [f/k/a Home Depot Center] (Carson, CA). We served as lead counsel to the developer of The StubHub Center, handling all aspects of the project, from real estate to naming and sponsorship rights. The StubHub Center includes state-of-the-art spectator and training facilities for professional, amateur and Olympic events and athletes and is the home of the Los Angeles Galaxy, the 2011 and 2012 Major League Soccer (MLS) champions, and Chivas USA. ■ T -Mobile Arena [f/k/a Las Vegas Arena] (Las Vegas, NV). We served as lead counsel to the developer of T -Mobile Arena in connection with the construction and permanent financing of the arena. This arena — a state-of-the-art, 20,000 -seat multipurpose event center sponsored by AEG and MGM Resorts International — opened in April 2016, the home of the Vegas Golden Knights NHL club and the site of numerous entertainment events such as concerts and other sporting events. ■ The 02 (London, UK). We served as lead counsel to the developer of The 02 Arena and the related entertainment district, handling all aspects of the project, including negotiating and supervising a joint bid with a consortium to negotiate with the UK government for an ambitious plan to redevelop The 02 and rezoning, infrastructure development and lease negotiations. The 02 has become one of the most popular venues in the world, featuring entertainers such as Prince, Metallica, the Spice Girls, the Police and Bon Jovi, and hosted various 2012 Olympic events. ■ The 02 World Arena now known as Mercedes-Benz Arena Berlin (Berlin, Germany ). We served as lead counsel to the developer of the venue and the related entertainment district, handling all aspects of the project, including site selection and acquisition, environmental due diligence, bclplaw.com I A Global Law Firm 6 Submitted into the pub is BRYAN reco=iln(S)CAVE Ci ClerkLEIGHTON � pOntY Tab 1: Basic Information PAISNER t �� rezoning, demolition, infrastructure, development and lease negotiations. The Arena is home to Berlin's professional hockey and basketball teams and hosts such high profile events as the European skating championships, European gymnastics events, World championship boxing events and world class concerts. ■ The Colosseum at Caesars Palace (Las Vegas, NV). We served as lead counsel to the presenter of Celine Dion's highly successful musical extravaganza, "A New Day," for which the venue was specifically built and negotiated the highly complex transactions under which Caesars Palace built The Colosseum. In addition to the Celine Dion show, The Colosseum has hosted Bette Midler, Elton John, Cher and other top drawer talent. ■ City of Jacksonville, FL. We represented the City of Jacksonville in the renegotiation of its lease with the Jacksonville Jaguars of the National Football League. ■ Pacific Coast League. As counsel to the Pacific Coast League, we review and approve all new stadium development agreements involving teams in the League. Over the past 15 years, we have reviewed and approved stadium development projects in Omaha, Nashville, Reno, Fresno, Tacoma, EI Paso, Salt Lake, Albuquerque and Las Vegas. ■ Various Other Stadiums and Event Venues. We have advised may different clients in connection with the development, financing, leasing and/or operation of several other stadiums, arenas, golf courses, race tracks and other event venues, including the following: • Edward Jones Dome (St. Louis Rams - NFL) • Foxboro Stadium (Former home of the New England Patriots - NFL) • Gateway Motorsports Park (Madison, Illinois) • Gateway National Golf Links (St. Louis, Missouri) • Jack Nicklaus Golf Resort (Quivira Los Cabos - Cabo San Lucas) • Kansas Speedway (Kansas City, Kansas) • The Pageant (St. Louis, Missouri) • Peabody Opera House (St. Louis, Missouri) • Red Bull Arena (New York Red Bulls - MLS) • Scottrade Center (St. Louis Blues - NHL) • Sprint Center (Kansas City, Missouri) • Toyota Park (Chicago Fire - MLS) For your reference, Bryan Cave Leighton Paisner's Sports and Event Venue Real Estate, Insfrastructure and Operation; Naming Rights & Sponsorship; and Sports and Event Financing practice brochures are also provided under Tab 2: Background Information. bclplaw.com I A Global Law Firm 7 BRYAN Submitted into the pub is CAVE record for it m(s) . LEIGHTON qp on City Clerk Tab 1: Basic Information PAISNER C3� Attorney Team Michael Heaney and Vyas Suresh will be the day-to-day leads and primary points of contact for this proposed stadium development project. Michael and Vyas will be supported by associates Mica Germain and Mollie Harmon, and also will be supported by Harold Lewis and Richard Schermer at Pathman Lewis LLP as local counsel with respect to Miami -specific real estate and development requirements. Ryan Davis and Steve Smith are available, as needed, to lead any naming rights portions of the project. George Chen will serve as relationship partner and will be responsible and accountable for the overall management structure of matters on behalf of the firm. Due to the size of our firm and of the Practice Groups that would be providing services to the City under the Scope of Work for this engagement, we can state with confidence that we have the availability and expertise to handle the diverse and unique work presented by this project. Our "core team" was selected on the basis of the members' expertise, location, and experience working together on behalf of other clients, as well as their availability to take on the work requested. Brief biographies for each of our proposed team members are provided below. Core Team Members. Bryan Cave Leighton Paisner intends to have a designated core team for the areas of work identified in the RFL, as designated below. Bryan Cave Leighton Paisner Team Members Vyas Suresh, Partner Vyas Suresh is an accomplishe-d real estate lawyei with a special focus on construction -related transactions. He takes great care to closely counsel clients on the best methods of structuring construction transactions by initially developing a blueprint that helps ensure success. Beyond his rich experience with sophisticated construction deals, Vyas also represents clients across the full spectrum of real estate matters. From complex acquisitions and dispositions to commercial leasing projects on behalf of both landlords and tenants, Vyas works side-by-side with his clients from the beginning of their transactions to the end --structuring the deal, preparing and negotiating documentation, and keeping them up-to-date as the deal progresses. Michael N. Heaney, Counsel J Mike Heaney's real estate practice focuses on the areas of development, acquisition, finance, and land use, with a particular emphasis on commercial leasing. He regularly advises and counsels clients on issues related to zoning, public and private finance, land development, appurtenant rights (including easements and licenses) and subdivision of property. Mr. Heaney has significant real estate experience in the sports and entertainment industry, more recently in connection with Ballpark Village in St. Louis, Missouri. bclplaw.com I A Global Law Firm 0 Submitted into the public BRYAN record fo it m(s) LEIG ITC+E ( ��p on City Clerk Tab 1: Basic Information PAISNER ul Mica A. Germain, Associate Mica Germain is a member of the Real Estate team. Ms. Germain focuses her practice on real estate transactions. Ms. Germain earned her J.D. from the University of Virginia. At Virginia, she served as Managing Board Member of the Virginia Law and Business Review and as President of the Law and Business Society. She was also involved in several public interest pro bono projects during those years. W Mollie E. Harmon. Associate 16 Mollie Harmon is a member of the Commercial Litigation Client Service Group. She focuses her practice on complex commercial litigation involving a variety of subject matters, including construction industry disputes. Ms. Harmon also handles design and construction related transactions on behalf of project owners, developers and lenders. Ms. Harmon was a 2016 summer associate in the firm's Kansas City office. Ryan S. Davis, Partner or Ryan Davis is a transactional and business lawyer with a focus on mergers & acquisitions, corporate counseling and sports, entertainment and sponsorship matters. Mr. Davis regularly represents public and private company clients, private business owners and sports teams, owners, players, sponsors and concessionaires in connection with a broad range of corporate transactional matters and serves as a co - leader of the Firm's Sports and Entertainment Group. Steven B. Smith, Partner Steven Smith is the Managing Partner of the Colorado Springs office. His practice focuses on sports law, including naming rights, sponsorships, licensing agreements, stadium operations, television and media contracts, and representing leagues and National Governing Bodies. Mr. Smith has been recognized as a "Leader in His Field" for Sports Law by Chambers USA 2011. bclplaw.com I A Global Law Firm 9 BRYAN CAVE LEIGHTON, I'P PAISNER 1 V b Submitted into the public record for it (s) on City Clerk Tab 1: Basic Information George C. Chen, Partner George Chen serves on the firmwide international Board of the Firm and is the leader of the intellectual property practice for the firm's Phoenix office. He partners with long- term clients to develop, protect, enforce, defend, license, and commercialize intellectual property and other business assets. His practice includes litigation, licensing, counseling, and prosecution of patent, trademark, copyright, trade secret, unfair competition, Internet, cybersquatting, and other intellectual property matters. Pathman Lewis Team Members Harold L. Lewis, Co -Founder and Co -Managing Partner Harold (Hal) Lewis is a co-founder and co -managing partner of the Miami law firm of Pathman Lewis, LLP, and is head of the firm's finance and real estate departments. With more than thirty years of practice experience, he is known as a deal maker, not a deal breaker. He is a thoughtful, pragmatic and discreet adviser to his diverse client base. Harold is AV rated by Martindale -Hubbell Law Directory, the highest standard in attorney ratings for strong legal ability and high ethical standards. Harold practices in several areas with particular emphasis on transactional real estate and corporate matters including real estate and asset-based financing, acquisition and development, leasing, condominium and the design and implementation of ownership structures including partnerships and limited liability companies. Richard N. Schermer, Partner Richard N. Schermer is a commercial real estate partner at Pathman Lewis, LLP. He is the leader of the firm's retail development group, a multi -disciplinary, collaborative team of attorneys offering thoughtful and responsive industry -focused service with respect to all areas of retail development including acquisition, development, leasing, financing, land use/zoning, brokering and enforcement of the agreements related to same, for all forms of real estate offering a retail component. Having practiced law for almost 30 years, he specializes in the area of commercial real estate. Prior to his joining the firm, he led the Florida real estate practice of a large national firm and chaired its National Retail Development Group. He represents developers, investors, lenders and users of commercial real estate (institutional, mid-size and entrepreneurial clients) in the acquisition, financing, development, leasing and sale of shopping centers, office buildings, mixed-use projects, resort properties and single occupancy structures. He also specializes in preparation of restrictive covenants and operating agreements for commercial developments and analysis of title to real estate. bclplaw.com I A Global Law Firm 10 Submitted into the publicC BRYAN record fo ite (s) G . CAVE Tab 1: Basic Information LEIGHTON p on City Clerk PAISNER C_ Fee Structure Standard hourly rates for our proposed team members are as follows: Timekeeper Partners George C. Chen $755 Ryan S. Davis $730 Harold L. Lewis $550 Richard N. Schermer $550 Steven B. Smith $645 0 0Vyas0Sures$h 605 Michael N. Heaney Associates $580 Mica A. Germain $525 Mollie E. Harmon $320 bclplaw.com I A Global Law Firm 11 BRYAN Submitted into the public CAVErre ord fo ite (s) � City Clerk Tab 1: Basic Information LEIGHTON I p on PAISNER Alternative Fee Arrangements BCLP has long been on the cutting edge of developing alternative pricing models for our clients and routinely works with clients to develop creative, mutually -beneficial alternative fee arrangements as appropriate for specific matters or for a set scope of work. We consider value, complexity, risk, and exposure specific to each matter. We would be happy to discuss with the City any number of the other alternative fee arrangements we have offered to other clients and which may be appropriate for individual matters or particular categories of work. Below are a few examples of alternative pricing models that we have successfully employed. Volume Discounts: A discount that increases based on agreed upon volume thresholds (i.e. volume discounts grow steeper as fees increase). When our preferred counsel role is significant and crosses several areas of law, our clients have been able to achieve significant cost savings. To achieve the best possible discounting structure for both the City and BCLP, we would need to have a better understanding of the volume of legal services required by primary area on an annual basis. Based upon the outcome of the selection process, we would work with you to refine our assumptions and the tiers and discounts accordingly. Fixed Fees: This approach is best when applied to matters that are frequent and readily definable as to scope and content, and for which BCLP and the client have a clear understanding of the scope, have common expectations and assumptions as to the results, and when the results are highly predictable. We have experience with fixed fee arrangements for a variety of types of transactional matters. Due to the complexity of certain transactions, typically a simple fixed fee is not practical, except in certain unusual circumstances where a very high volume of transactions or multiple transactions of a similar nature are present. An alternative fee structure that we find useful is breaking down the typical transaction into component parts and pricing some of these components with a fixed fee. We can price other components of a transaction (which may be less subject to estimation and control) by another method, such as a composite rate or standard hourly rates. Fixed Fee with Safety Valve: BCLP has used this arrangement in larger matters when the client and BCLP share a clear understanding of the scope of the engagement and the expected outcome, but the "adverse" party's actions may have a significant impact on the scope of BCLP's involvement. In this arrangement, if the actual fee (calculated either at the close of the engagement or after a set period of time and equal to the actual hours multiplied by the City's discounted hourly rates) is below the fixed fee, the client pays only the actual fee. If the actual fee is more than a certain percent over the fixed fee, then the client reimburses BCLP for the overage at a pre-set rate. Blended Rates: A blended rate provides a single, overall weighted average rate, calculated for the time charged for all lawyers and, in some instances, legal assistants working on a particular bclplaw.com I A Global Law Firm `K r BRYAN Submitted into the public CAVE record fo ite s) A LEIGHTON {3'I p on City Clerk Tab 1: Basic Information PAISNER [[� matter or set of matters. A blended rate can also be paired with other forms of alternative fee arrangements, such as collared fees and fixed fees with safety valves, where the blended rate applies if a matter goes above the collar or when a safety valve condition occurs. Modified Contingency Fee or Success/Penalty Fee: On occasions when a client desires to tie an expected outcome or objective to a fee structure, we can agree to enter into a modified contingency fee or success fee. If the results are better than anticipated, we receive a bonus or premium over the fee structure for the expected outcome. If the results are less than expected, our fees are calculated on a lower basis than for the expected outcome. In addition, a pricing model used with other of our larger clients ties a "success fee" component to BCLP meeting specific agreed-upon goals. In this example, the success fee is purely subjective and also serves as a performance meter for us. The City may choose to employ this type of arrangement when its in-house departments clearly see improvement in the coordinated delivery of legal services as well as savings beyond what they have been accustomed to receiving. bclplaw.com I A Global Law Firm 13 BRYAN CAVE LEIGHTON qJ.P PAISNER C2� Submitted into the public recordfo it (s) M ..1 on I City Clerk Tab 2: Background Information Tab 2: Background Information bclplaw.com I A Global Law Firm 14 BRYAN Submitted into the public CAVE recordit S) Tab 2: Background Information LEIGHTON �p on q City Clerk PAISNER fo Firm Overview Formed by the combination of Bryan Cave LLP and Berwin Leighton Paisner LLP, Bryan Cave Leighton Paisner is purposely structured in a way few other law firms are — as a fully integrated international team that provides clients with clear, connected legal advice wherever and whenever they need it. We offer a diversified and full-service global practice, as well as a commitment to innovative and technology -enabled client service. With 1,400 lawyers in 31 offices across North America (including Miami), Europe, the Middle East and Asia, Bryan Cave Leighton Paisner provides clients with legal advice, wherever and whenever they need it. Among other strengths, Bryan Cave Leighton Paisner offers our clients one of the most active global M&A practices; the world's 4th largest real estate practice; an international financial services practice present in all of the world's largest financial centers; and an international litigation and corporate risk practice with comprehensive global capabilities. We take pride in operating as "One Firm" across all of our global office locations. Each client is considered a client of the whole firm with access to the resources that will best serve their needs, and, as a result, our attorneys and staff routinely collaborate across offices and practice areas. The firm is also known for its relationship -driven, collaborative culture, its diverse legal experience and industry -shaping innovation. Notably, our firm has been recognized twice by the International Legal Technology Association as the "World's Most Innovative Law Firm" and was also ranked as the most innovative law firm in 2017 by Legal Business, due to our commitment to driving value by cutting spending, improving predictability, and achieving better outcomes through the use of value -focused management practices. B AVE LEIGHTON f1�`P PAISNER ��1I Submitted into the public_ record f r i m(s) ' NE . $ on rJ City Clerk Tab 2: Background Information TOGETHER, WE WILL MEET THE GLOBAL NEEDS OF OUR CLIENTS North Amwka Atlanta charlotte c:11C0go c iorado splYt s Dabs Dw%w Wine .lerlwLOn City Karon aty Los Angeles Mlamn Naw rods Phoenix son Frandsco St. Louis wasthiro- bciplaw.com I A Global Law Firm Working from 31 offices around the world, our • advice has touched countries throughout the Americas, Asia, Europe, the Middle East and Africa. l� Eur -F Berlin Brussels Frarddurt Homburg London Mcmhester Moscow Paris Asia p "WVy� �KWro swoop re Middle East Abu Dhabi Dubai Tel Aviv ip BRYAN Submitted into the pub .t c CAVE record f it s) P L • I�_ Tab 2: Background Information LEIGHTON P on ,, City Clerk PAISNER p,,� Sports and Event Venue Brochure bclplaw.com I A Global Law Finn 17 ■ Bryan Cave Leighton Poisner has extensive experience in connection with the development, leasing and operation of stadiums, arenas and other event venues and with infrastructure matters. We are considered one of the leading law firms in the world, and are the top ranked law firm in the United Kingdom, across real estate law, including with respect to a variety of planning, construction, commercial and litigation matters. With significant expertise across the United States, in the United Kingdom and across Europe, Asia and the Middle East, we have the expertise necessary to handle all aspects of these projects, having served as lead counsel in connection with a number of high profile event venue projects around the world. Representative engagements we have handled include the following: STAPLES Center (Los Angeles). We served as lead counsel to the developer of STAPLES Center, handling all aspects of the project, from real estate acquisition and rezoning to naming and sponsorship rights and financing. STAPLES Center is home to the Los Angeles Lakers, Clippers, Kings, Sparks and Avengers and has hosted such high profile events as NBA and NHL All Star games, World championship boxing bouts, the Grammy Awards, the 2000 Democratic National Convention, the 2002 U.S. Figure Skating Championship, the X Games, the Summer WTA Tour Championships, the Pac-10 Conference basketball tournament and concerts starring U2, Paul McCartney, the Eagles, Madonna, Bruce Springsteen and others. Situated on nearly 40 acres in downtown Los Angeles and adjacent to LA. Live entertainment district, STAPLES Centers boasts nearly five million square fleet of entertainment and office space. The 02 (London). We served as lead counsel to the developer of The 02 Arena and the related entertainment district, handling all aspects of the project, including negotiating and supervising a joint bid with a consortium to negotiate with the UK government for an ambitious plan to redevelop The 02 and rezoning, infrastructure development and lease negotiations. The 02 has become one of the most popular venues in the world, featuring entertainers such as Prince, Metallica, the Spice Girls, the Police and Bon Jovi, and hosted various 2012 Olympic events. The 02 World Arena (Germany). We served as lead counsel to the developer of The 02 World Arena and the related entertainment district, handling all aspects of the project, including site selection and acquisition, environmental due diligence, rezoning, demolition, infrastructure, development and lease negotiations. The 02 World Arena is home to Berlin's professional hockey and basketball teams and hosts such high profile events as the European skating championships, European gymnastics events, World championship boxing events and world class concerts. FA National Football Centre at St. George`s Park (London). Over a period of three years, a cross -practice team advised on various legal aspects relating to the design, procurement, planning, financing and operation of the FAs National Football Centre at St. Georges Park. St. Georges Park is seen as integral to the future of the FA, driving elite performance in football (soccer) in England and Wales, and the heartbeat of Club England for years. We also advised the St. Georges Park board on the procurement and financing strategy for this strategic development, comprising leisure, medical and hotel facilities. Submitted into the public recordfqr it m s) . on 5 / Q City Clerk -t. bclplawcom BRYAN CAVE LEIGHTON [,app PAISNER ��11 BRYAN CAVE LEIGHTON PAISNER LLP SPORTS AND EVENT VENUE REAL ESTATE, INFRASTRUCTURE AND OPERATION PRACTICE Submitted into the pub 'c record f i em(s) on / 1 City Clerk The Colosseum at Caesars Palace (Las Vegas). We served as lead counsel to the presenter of Celine Dion's highly successful musical extravaganza, 'A New Day,' for which the venue was specifically built and negotiated the highly complex transactions under which Caesars Palace built The Colosseum. In addition to the Celine Dion show, The Colosseum has hosted Bette Midler, Elton John, Cher and other top drawer talent. The StubHub Center [f/k/a Home Depot Center] (Carson, CA). We served as lead counsel to the developer of The StubHub Center, handling all aspects of the project, from real estate to naming and sponsorship rights. The StubHub Center includes state-of-the-art spectator and training facilities for professional, amateur and Olympic events and athletes and is the home of the Los Angeles Galaxy, the 2011 and 2012 Major League Soccer (MLS) champions, and Chivas USA. Beaver Creek Resort (Vail, CO). For more than 20 years, we have served as principal outside counsel to the developer of the Beaver Creek Resort near Vail, Colorado. In that capacity, we supervised the acquisition and land use planning for Beaver Creek, wrote all the land use documents for this complex resort, obtained the necessary zoning approvals, supervised the registration of the sale of resort properties in multiple jurisdictions and were involved in the development of a major hotel and numerous multiple -use condominium projects. T -Mobile Arena [f/k/a Las Vegas Arena] (Las Vegas). We served as lead counsel to the developer of T -Mobile Arena in connection with the construction and permanent financing of the arena. This arena - a state-of-the-art, 20,000 -seat multipurpose event center sponsored by AEG and MGM Resorts International - opened in April 2016, the home of the Vegas Golden Knights NHL club and the site of numerous entertainment events such as concerts and other sporting events. Various Stadiums and Event Venues in St. Louis, Missouri. Bryan Cave Leighton Paisner has advised in connection with the development, financing, leasing and/or operation of several stadiums, arenas, golf courses, race tracks and other event venues located in St. Louis, Missouri, including the following: Edward Jones Dome Scottrade Center (St. Lcuis Rcm<) (St. Louis Mies) L Peabody Opera House BRYAN BRYAN CAVE LEIGHTON PAISNER LLP SPORTS AND EVENT VENUE REAL ESTATE, INFRASTRUCTURE AND OPERATION PRACTICE CAVE LEIGHTON PAISNER CZ.'�p Submitted into the pubf•c record frit m(s) r on 1 City Clerk Various Other Stadiums and Event Venues. We have advised in connection with the development, financing, leasing and/or operation of several other stadiums, arenas, golf courses, race tracks and other event venues, including the following: • •• • •• • • • •• -• Bull Arena (Nevi York Rcd Bulls - MILS) h rSprint Center Kansas Speedway m L 1:� k0 i. L___ (K - ansas City) Other Select Representations • Over 400 of our lawyers from 13 different legal disciplines acted on over 130 different legal projects for the Olympic Delivery Authority in the build-up to the 2012 London Olympic & Paralympic Games, including significant sports and event venue real estate, infrastructure and operation matters • Involved in some of the biggest and most innovative infrastructure and development schemes across the UK, including the Shard, Liverpool One, the Olympic Park, 20 Fenchurch Street (the `Walkie Talkie) and the Millenium Dome • Advised in relation to the development, redevelopment or relocation of stadiums for multiple Premier League and Championship football (soccer) clubs • Recently advised on the development, relocation and construction of new stadiums or related infrastructure, including mixed-use venues in four different sports, including work ranging from inception and planning to compulsory purchase, construction, opening and operation • In three recent instances, advised at governmental or sport governing body level on the strategic planning required to support major events or important national sport infrastructure in the UK • Represented Delaware North Companies, Inc. in connection with various concession, food and beverage, catering, merchandise and other agreements involving professional sports teams in each of Major League Baseball, Major League Soccer, the National Basketball Association, the National Football League and the National Hockey League • Advised multiple professional sports teams and other clients in connection with concession and retail agreements OUR TEAM Our Sports and Event Venue Real Estate, Infrastructure and Operation team consists of lawyers across the United States, in London and across Europe, Asia and the Middle East, with significant experience in all aspects of sports and event venue development, leasing and operation and with various infrastructure projects. For additional information, please contact our team leaders: Ryan Davis Matthew Peel Graham Shear Steve Smith Marc Trottier +1314259 2818 +44 (0) 20 3400 4216 +44(0) 20 3400 4191 +1719 3818457 +44(0) 20 3400 4072 rsdavis@bdplaw.00m matthew.ped@bc[pbw.com graham.sheor@bdplawoom stevesmith@bdplawcom marctrottier@bdplawcom About Bryan Cave Leighton Paisner With 1,600 lawyers in 32 offices across North America, Europe, the Middle East and Asia, Bryan Cave Leighton Paisner LLP is a fully integrated global law firm that provides clients with connected legal advice, wherever and whenever they need it. The firm is known for its relationship -driven, collaborative culture, diverse legal experience and industry -shaping innovation and offers clients one of the most active M&A, real estate, financial services, litigation and corporate risk practices in the world. 18 03 BRYAN CAVE Tab 2: Background Information LEIGHTON qj:P PAISNER �[ v Naming Rights and Sponsorship Brochure Submitted into the public record a ite (s) on q City Clerk bclplaw.com I A Global Law Firm 21 v Bryan Cave Leighton Paisner is a leader in naming rights and sponsorship transactions, representing both sports and entertainment properties and corporate sponsors. Submitted into the public record fo it m(s) NAMING RIGHTS on City Clerk With naming rights representations with an aggregate value in excess of $2.5 billion and significant experience on both the sports and entertainment property and the sponsor side, we are among the most active law firms in the world in naming rights transactions. We have been at the table for a number of the largest naming rights deals in history, including one of the largest known naming rights deal on each side of Atlantic in the $400 million naming rights agreement for Citi Field in New York and the 15 year agreement to rename the London Millenium Dome to The 02, as well as the naming rights deal for the Dolby Theatre, home of the Academy Awards, and the Johnson Controls Hall of Fame Village adjacent to the Pro Football Hall of Fame. Representative naming rights engagements we have handled include the following. ----- Ameriquest Field Bank of America Stadium (Texas Rangers) (Carolina Panthers) Dolby Theatre I :fr^e Acacerny Awc�r.,) J SOT. Citi Field Coors Fieid L (New York Mets) (Colorado Rockies) I 7Enterpdse enter Fiserv Forum ues) (M:l•,vaukee Bucks and Marquette Gc den Eog�s) Johnson Controls I Hall of FameVillage (Pro Foetoail Hall of Farre) The 02 The Home Depot Center (LCs Angeles Golmy) ..waw -\;a�=- Oracle Arena Go'de^ __�n�..� � �,_ -:. •, . -� - `; i I tai Progressive Field Qwest Field Sprint Center (Ceveland Indians) (Seattle Seahawks) (Kansas City) STAPLES Center StifelTheatre ., . (St. Lou's) bclplawcom r r r BRYAN r CAVE LEIGHTON Q'I•p PAISNER �� vv �% r SPONSORSHIPS BRYAN CAVE LEIGHTON PAISNER LLP NAMING RIGHTS AND SPONSORSHIP PRACTICE Submitted into the public _ record fo it m(s) � � on City Clerk Recognized as one of the leading sports sponsorship practices, we have significant experience on both the sports and entertainment property and the sponsor side, having negotiated significant sponsorships of Olympic events, professional sports teams, athletes and events. Representative engagements include: National Governing Body Sponsorships • Advised National Governing Bodies and various corporate sponsors in connection with a variety of sponsorship matters, including USA Basketball in its marketing and licensing deal with the NBA covering the 2008-2016 Men's and Women's Olympic Basketball Teams. Professional Sports Event Sponsorships • Negotiated Ameriquest's Super Bowl Halftime Title Sponsorship, sponsorship of the NFL Pro Bowl, NFL Pro Bowl balloting and NFL Kickoff weekend and MLB All-Star balloting and licensing agreement with Major League Baseball. • Represented Bellerive Country Club in connection with the hosting of the 2008 BMW Championship and the U.S. Senior Open. • Represented the sponsor of one of Europe's largest city cycle -sharing systems. International Football Club and Athlete Sponsorships • Represented various sponsors in relation to arrangements with international football club personalities, club shirt anti stadium sponsorships. • Advised a number of leading international football (soccer) club stars in connection with their sponsorship activities, including Gareth Bale. Other Professional Sports Team Sponsorships • Counseled both teams and corporate sponsors in connection with sponsorship transactions involving teams in Major League Baseball, the NBA, the NFL and the NHL, including the following: OEN sr Q0 / p 9 O T lats-/II i 'gRRta Y IL'Yk 1' OUR TEAM Our Naming Rights and Sponsorship team consists of lawyers across the United States and in London, with significant contractual and intellectual property experience. For additional information, please contact our team leaders: Ryan Davis Marcus Pearl Graham Shear Steve Smith +1314 259 2818 +44 (0) 20 3400 4757 +44 (0) 20 3400 4191 +1719 381 845/ rsda,As@bclplaw.com morcus.pearl@bciplow.com grahom.shear@bdplowcom steve.smith@bclplaw.com About Bryan Cave Leighton Paisner With over 1,400 lawyers in 32 offices across North America, Europe, the Middle East and Asia, Bryan Cave Leighton Paisner LLP is a fully integrated global law firm that provides clients with connected legal advice, wherever and whenever they need it. The firm is known for its relationship -driven, collaborative culture, diverse legal experience and industry -shaping innovation and offers clients one of the most active M&A, real estate, financial services, litigation and corporate risk practices in the world. BRYAN CAVEn Tab 2: Background Information LEIGHTON CP_ I:F' PAISNER Sports and Event Financing Brochure Submitted into the public record f it m(s) � r.. on City Clerk bclplaw.com I A Global Law Firm 24 P i Bryan Cave Leighton Paisner has extensive experience in connection with complex financing projects in the sports and entertainment industry. Our team has been involved with some of the most high-profile financing projects across the United States, in the United Kingdom and across Europe, Asia and the Middle East. Our experience covers r virtualy every type of complex finance transaction required in sports and entertainment, including club acquisition finance, complex financial restructurings and insolvency advice, loan sales, securing regeneration grants, state aid j and the public market listing of a sport business, as well as financing of future cash flows and receivables related to naming rights and sponsorship fees, ticket and broadcast revenues, commercial arrangements and installments of No player transfer payments. We have a long tradition of acting for major financial institutions thpt are active in sport, and we apply our expertise to clubs and companies in areas such as banking, acquisition finance, restructuring and insolvency, real estate finance, refinancing and structured finance in the United States and in multiple European and South American countries, and, among our team of over 70 finance lawyers in the United Kingdom alone, we believe we are the UK's leader in sports finance. Among others, the Bryan Cave Leighton Paisner Sports and Entertainment financing team has handled the following representative matters: Advised on over U.S. $400,000,000 of financing deals in international football (soccer) in 2017 alone Acted for a lender on a significant portfolio of financing transactions involving international football (soccer) clubs in Spain and Germany, with the Spanish transactions involving the acquisition by the lender of the rights to future broadcast payments by forward funding the amounts at a discounted rate • Represent numerous Premier League clubs in connection with a large amount of receivables finance work • Represent numerous clients in connection with international football (soccer) club player transfer installment financings involving some of the largest transactions in international football (soccer) • Acted on acquisition financing and re -financing for two current Premier League clubs • Acted on the financing of the redevelopment of Wembley Stadium, investigating title and ensuring adequacy of rights for the stadium development and operation • Over a period of three years, advised on various legal aspects relating to the financing of the FA's National Football Centre at St. George's Park in the UK, including advising the St. George's Park board on the financing strategy for this strategic development, comprising leisure, medical and hotel facilities (CONTINUED NEXT PAGE) • Represented property owner in connection with a financing transaction with Goldman Sachs related to the property owner's rights to a nearly $150,000,000 naming rights and sponsorship fee payment stream • Represented Las Vegas Arena Owner (a joint venture of affiliates of MGM Resorts and Anschutz Entertainment Group) in connection with the $200,000,000 financing of the T -Mobile Arena in Las Vegas • Represented Anschutz Entertainment Group and its affiliates in connection with the $70,500,000 financing of BBVA Compass Stadium (senior secured loan facility, tax increment revenue zone financing, and new market tax credit financing) in Houston • Represented Anschutz Entertainment Group and its affiliates in connection with the E130,000,000 senior secured loan facilities from Eurohypo AG with respect to the 02 World Arena in Berlin, Germany • Represented Anschutz Entertainment Group and its affiliates in connection with the E55,000,000 senior secured loan facilities from Eurohypo AG with respect to the Color Line Arena in Hamburg, Germany • Represented Anschutz Entertainment Group and its affiliates in connection with the $281,000,000 and €105,000,000 senior secured term ban facilities with respect to The 02 Arena in London, England bclplaw com BRYAN CAVE LEIGHTON E�l•p PAISNER X311 Represented Anschutz Entertainment Group and its affiliates in connection with the $30,000,000 senior secured k>an facility from Wachovia Bank, National Association with respect to the Sprint Center in Kansas City, Missouri Advised a secured creditor on the consensual financial restructuring and sale of Reading Football Club to a Thai consortium and acted on the provision of additional bridge finance to ensure that the Club could meet various payment deadlines and to provide working capital • Represented a major St. Louis performing arts venue in connection with permanent financing ' in addition to site acquisition, construction contracts, construction and permanent leasing • Represented developer of The StubHub Center in Carson, California, handling all aspects of the project, including financing as well as the related restructuring • Represented developer of STAPLES Center in Los Angeles, California, handling all aspects of the project, including financing as well as the related restructuring OUR TEAM BRYAN CAVE LEIGHTON PAISNER LLP SPORTS AND EVENT FINANCING PRACTICE Submitted into the public record f r it m(s) IN E. %-- _ on City Clerk • Represented St. Louis Blues Hockey Club in connection with NHL credit facility • Represented the Los Angeles Angels of Anaheim in connection with their credit facility Representation of owner of sports arena in $160,000,000 senior secured syndicated revolving and term loan credit facilities • Representation of sports and entertainment company in $78,500,000 stadium co -financing • Representation of sports and entertainment company in $130,000,000 combined senior secured revolving and term credit facilities for sports arenas, secured by equity interests and other personal and real property • Acted for Rio Football Services Hungary KFT in bringing a mufti -million Euro claim in the High Court of London against Seville Football Club to enforce the terms of a financing agreement relating to a professional football (soccer) player Our Sports and Event Financing team consists of lawyers across the United States and in London, with significant experience in all aspects of financing projects in the sports and entertainment industry. For additional information, please contact our team leaders: Ryan Davis William Holland Graham Shear +1 314 259 2818 +1303866 0472 +44 (0) 20 3400 4191 rsdavis@bclplawcom wiliam.holand@bdplawcom graham shear@bclplawcom Steve Smith Marc Trottier +1719 3819457 +44 (0) 20 3400 4072 steuesmith@bclolaw.com marctrottier@bclplaw.com About Bryan Cave Leighton Paisner With 1,600 lawyers in 32 offices across North America, Europe, the Middle East and Asia, Bryan Cave Leighton Poisner LLP is a fully integrated global law firm that provides clients with connected legal advice, wherever and whenever they need it. The firm is known for its relationship -driven, collaborative culture, diverse legal experience and industry -shaping innovation and offers clients one of the most active M&A, real estate, financial services, litigation and corporate risk practices in the world. 18 -03 -00E -E bclplawr corn subcnitt 4lAt ine p recckd-r f ' em(s � ' '� 9 C- on BRYAN � E PAISNEF