Part One
1. Basic information
(a) Name of the firm
Faegre & Benson LLP
(b) Practice or industry sector (e.g. Banking or Leisure) and state to which this submission applies (e.g. California or National)
Native American Law—National
(c) Department name (where relevant)
Indian Law and Finance
Indian Tribes (industry)
(d) Head of department or practice contact (i.e. the one person you suggest we speak to regarding the department)
Richard A. Duncan
(612) 766-8612
Kent E. Richey
(612) 766-6910
(e) Size of the team in this department; a brief departmental overview, including its structure and any recent developments (such as lawyer appointments/departures); and details of any lawyers who split their time between practice groups.
Faegre & Benson has one of the largest teams in the nation dedicated to the legal needs of Indian tribes and those who conduct business with Indian tribes. Eight attorneys form the core of that team, with regular support from a dozen additional attorneys in the firm representing an array of practice areas, including the areas of labor and employment, tax, construction and litigation.
We have worked on tribal financing deals totaling more than $6 billion and involving almost 100 tribes across the country. Over the past year alone, we advised tribes, banks and investment banks on more than $1 billion in tribal financing transactions, and represented an investors committee to negotiate a restructuring for a $200 million defaulted tribal bond issue. In addition to other tribal debt restructure efforts this year, our attorneys also worked on tribal casino development projects, tax and regulatory issues and litigation to protect tribal sovereignty.
(f) Details of other attorneys we should consider for ranking (including those already ranked).
Michael K. Coddington
(612) 766-7328
Aaron J. Harkins
(612) 766-7442
2. Representative work highlights from past year
Between 3-10 of the most significant deals or case highlights in the last year, up to submission time. If you wish to inform us of confidential work or a confidential client, please mark as “confidential” where appropriate. For each deal or case highlight, please provide the following:
(a) Name of client
(b) Description of the matter in no more than a paragraph, including details of its interest (e.g. value, seminal nature, complexity, other parties involved)
(c) Key attorneys who handled the matter, including cross-over with other departments
(d) Time period and current status of the work (it need not be completed)
Deal/Case Highlight #1
Name of Client:
Ad Hoc Committee of Bondholders of the Inn of the Mountain Gods Resort & Casino Senior Notes
Description of Matter:
Faegre & Benson serving as restructuring counsel to the ad hoc committee of the holders of $200 million Inn of the Mountain Gods Resort & Casino (Mescalero Apache) defaulted debt—the first tribal high yield bond deal in the nation to default. After more than a year and a half of negotiations, agreement was reached between the issuer and the committee resulting in an exchange offer, permitting holders of the existing defaulted debt to exchange that debt for two series of new debt instruments.
Key attorneys who handled the matter:
Kent Richey, Michael Fisco (Finance and Restructuring Group), Jerry Miranowski (Finance and Restructuring Group), Aaron Harkins, Michael Coddington
Time period and current status of the work:
May 2009 to January 2011; Exchange offer still open
Deal/Case Highlight #2
Name of Client:
Goldman Sachs
Description of Matter:
Provided Indian law advice and related opinions for nationally syndicated $150 million credit facility for the Gun Lake Tribe, which was first “green field” (i.e. start-up) tribal financing for at least two years, following the financial market collapse.
Key attorneys who handled the matter:
Kent Richey, Rick Duncan, Renee Dotson, Marlon Cush
Time period and current status of the work:
December 2009 to July 2010; Transaction completed
Deal/Case Highlight #3
Name of Client:
Bank of America and Merrill Lynch
Description of Matter:
Provided Indian law advice and related opinions and document drafting in a refinancing of debt of the Seneca Nation Tribal Gaming Corporation (New York). Involved tender offer for $500 million of existing bonds, which together with a $50 million existing bank credit facility, were repaid by proceeds from a $325 million high yield note offering and a $225 million bank credit facility.
Key attorneys who handled the matter:
Kent Richey, Aaron Harkins, Miko Hernandez, Leah Sixkiller, Renee Dotson
Time period and current status of the work:
June 2010 to October 2010; Transactions completed
Deal/Case Highlight #4 (Confidential Submission)
Name of Client:
Mohegan Tribe of Connecticut
Description of Matter:
Represented Tribe as borrower for $94 million in loan and bonds for tribal government center, involving borrowing and guarantees from the United States.
Key attorneys who handled the matter:
Kent Richey, Aaron Harkins
Time period and current status of the work:
June 2010 to October 2010; Transactions completed
Deal/Case Highlight #5 (Confidential Submission)
Name of Client:
Buena Vista Development Company, LLC
Description of Matter:
We represent the developer and manager and are responsible for preparing offering memorandum and negotiating financing documents in connection with an approximate $350 million proposed high yield bond offering for a new casino development in California. Subject to favorable market conditions, offering expected to close in first quarter of 2011.
Key attorneys who handled the matter:
Kent Richey, Michael Coddington, Aaron Harkins, Marlon Cush, Leah Sixkiller
Time period and current status of the work:
Throughout 2009 to present
Deal/Case Highlight #6 (Confidential Submission)
Name of Client:
Bank of America
Description of Matter:
Represented bank to negotiate and document $50 million loan to instrumentality of the Suquamish Tribe in Washington
Key attorneys who handled the matter:
Kent Richey, Aaron Harkins
Time period and current status of the work:
April 2010 to December 2010; Transaction completed
Deal/Case Highlight #7
Name of Client:
Shakopee Mdewakanton Sioux (Dakota) Community
Description of Matter:
Wolfchild, et al v. United States
A group of individuals claiming to be descendents of Mdewakanton Indians loyal to the United States government during the Dakota Conflict of 1862 filed a lawsuit in 2004 against the United States government. These supposed descendants of the "loyal Mdewakanton," as they call themselves in litigation proceedings, claim the federal government breached its responsibility to manage certain lands and annuities on their behalf. Ultimately over 20,000 individuals claiming such descent joined the suit. In March 2009, the Court of Appeals for the Federal Circuit ruled that no trust in favor of the “loyal Mdewakanton” existed, 559 F.3d 1228 (Fed. Cir. 2009). The plaintiffs have filed a petition for writ of certiorari with the U.S. Supreme Court which is currently pending.
Faegre & Benson represents the Shakopee Mdewakanton Sioux Community, a non-party to this lawsuit, which the plaintiffs have unsuccessfully attempted to bring into the case, in the hope of gaining a share of the community’s gaming revenues.
Key attorneys who handled the matter:
Richard Duncan, Brian O’Neill, Leah Sixkiller
Time period and current status of the work:
2004 to present
Deal/Case Highlight #8
Name of Client:
Shakopee Mdewakanton Sioux (Dakota) Community
Description of Matter:
Faegre & Benson is pursuing trademark infringement action against a Las Vegas casino company operating under the name “Mystic Lodge,” because it is similar to the “Mystic Lake Hotel and Casino” operated by the Tribe. The case has proceeded through discovery and is anticipated to go to trial in the latter half of 2011.
Key attorneys:
Richard Duncan, Jonathan Dettmann, Tim Cruz
Time period and current status of the work:
2009 to present
3. Active clients whose names could be published (up to ten):
Mohegan Tribe of Indians of Connecticut
Muscogee (Creek) Nation
Nottawaseppi Huron Band of the Potawatomi
Shakopee Mdewakanton Sioux (Dakota) Community
Shingle Springs Band of Miwok Indians
Tunica-Biloxi Tribe of Louisiana
Bank of America
Merrill Lynch
Wells Fargo Bank
KeyBank
4. Active confidential clients:
Wilmorite
Cyan Partners LLC
Mashpee Wampanoag Tribe
Elm Tree Partners, LLC