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2 Wall Street
New York, New York 10005
D/212-238-8794

As a corporate finance lawyer for over 30 years, I have represented financial institutions and borrowers in financing all manner of projects and acquisitions. In addition, as one of the country’s leading experts on Native American Law, I have spent over 30 years in bringing Wall Street to Indian Country.

Steve McSloy counsels companies and organizations on corporate finance issues and advises Native American tribes on complex funding and capitalization for large projects. He draws on his expansive knowledge base when serving clients, describing himself as “a corporate finance lawyer with a wealth of experience in the Native American space.”

On the corporate side, Steve represents institutions in commercial lending, debt securities issuance, tax-exempt lending, workouts, joint ventures, and general business matters. Throughout three decades, he has financed billions of dollars in mergers and acquisitions, project finance, real estate assets, ships, planes, casinos, and steel plants. Steve’s work has included securitizations, DIP financings, warehouse lending, indenture trustee representation, 144A offerings, and large-scale syndicated lending.

Widely recognized as one of the country’s leading authorities on Indian law, Steve chairs the firm’s Native American practice group. He has been involved in many of the largest and most complex financings conducted by and for Native American tribes for casinos, hotels, energy projects, and public works and infrastructure, and also counsels financial institutions such as investment banks and hedge funds that are doing business with Indian interests. Steve teaches Native American law as an adjunct professor at Columbia Law School.

Previously, Steve served as the Deputy Chief Liquidating Officer of Lehman Brothers Inc. at the height of the financial crisis, as the general counsel of the Oneida Indian Nation of New York and its Turning Stone Casino Resort, and as a professor of corporate law at St. John’s University School of Law. Steve has twice won “Deal of the Year” awards from the Native American Finance Officers Association (NAFOA) and is listed in Chambers USA as a leading practitioner of this legal area. He often writes and appears on panels discussing Native Amercian law and for several years taught pro bono for the California Tribal College. Before joining Carter Ledyard, Steve spent 10 years practicing law at Cravath, Swaine & Moore.

Experience

  • Represented the Shingle Springs Tribal Gaming Authority in its $190 million refinancing of its existing bank loan for its Red Hawk Casino located in Northern California. The refinancing significantly reduced the Authority’s interest costs and allowed for future expansion of its very successful casino. Previously represented the Authority in its combined $505 million Rule 144A bond offering and bank credit agreement in 2013.
  • Represented a syndicate of lending banks as well as a group of investment banks on issues of tribal law regarding the Mohegan Tribal Gaming Authority’s $1.9 billion refinancing consisting of a $500 million private placement bond offering and a $1.4 billion senior secured credit facility. The proceeds were used in part to fund $785 million in tender offers for and a $100 million prepayment of certain other debt of the Authority, which owns and operates the Mohegan Sun gaming and entertainment complex in Uncasville, Connecticut and the Mohegan Sun Pocono casino and resort in Pennsylvania.
  • Represented a syndicate of lenders in a $115 million Senior Secured Credit Facility for the Navajo Transitional Energy Company, operator of the Navajo coal mine on the Navajo Nation reservation. The funds were used to pay off the company’s acquisition loan for the mine, which had allowed the Navajo Nation to take control of its natural resources on an unprecedented scale for an Indian tribe.
  • Represented KIRA Incorporated, an award-winning federal government contracting company, in its acquisition by the Tlingit Haida Tribal Business Corporation, an economic development arm of the Central Council of the Tlingit Haida Indian Tribes of Alaska. The acquisition will allow KIRA to grow by virtue of government contract set asides for Native American Tribes, and will provide significant revenues to the 30,000 member Tlingit Haida tribe.
  • Represented KeyBanc Capital Markets in bringing the Navajo Nation’s $52.9 million investment-grade rated tax-exempt general obligation bonds to market. This private placement was rated BBB+ by Standard & Poor’s and, as an unsecured full faith and credit issuance by the Nation and not tied to gaming, was unique among tribal financing transactions. The funds were used to refinance an existing bank loan that had been used to build courthouses and other public facilities on the Nation’ reservation. The Native American Finance Officers Association (NAFOA) awarded its Deal of the Year Award to this groundbreaking general obligation bond issuance.
  • Acted as Native American Law counsel to the financial institutions involved in Mohegan Sun’s 2015 $85 million offering of Senior Notes, $95 million amendment to its Senior Secured Credit Facility and partial redemption of $175 million of its 11% Senior Subordinated Notes.
  • Represented KeyBank, N.A. and KeyBank Government Finance in several loans to the Navajo Nation, including a $60 million term loan refinancing, a $2.3 million emergency loan financing for water infrastructure and a $6.8 million term loan financing for MIS equipment, all of which were governed by Navajo Nation Law and called for dispute resolution in the Navajo Nation courts.
  • Represented a Tribe in a $505 million combined high-yield bond offering and syndicated bank loan, a $58 million management contract termination and amendments to the Tribe’s compact with the state of California.
  • Represented Credit Suisse and other investment banks in multiple refinancings of a Tribe’s $1.7 billion in debt.
  • Represented a Tribe in a $160 million high-yield bond offering for casino expansion.
  • Represented JP Morgan in a $230 million offering of investment grade notes used to construct a new hotel and other resort amenities.
  • Represented Merrill Lynch in a $160 million syndicated bank loan to build a destination resort casino complex in Alabama.
  • Represented a Tribe in a $310 million high yield, tax-exempt and secured bank loan facility to finance a major expansion of its resort.
  • Represented JP Morgan Securities in connection with a $60 million letter-of-credit-backed variable rate debt offering used for equipment and capital expenditures.
  • Represented KeyBank in a $60 million Build America Bond transaction, the first large-scale loan to be governed solely by tribal law and tribal courts. This transaction was awarded the “Deal of the Year” award in 2010 by the Native American Finance Officers Association (NAFOA).
  • Represented the investment bank in a $170 million follow-on issuance of investment grade bonds, including a consent solicitation of holders of previously issued tax-exempt bonds.
  • Represented Merrill Lynch in a $58.5 million series of tax-exempt and taxable issuances of debt for expansion and infrastructure improvements.
  • Represented a real estate developer of a planned $700 million phased gaming and entertainment destination in an environmentally sensitive area, in partnership with an Indian nation, and negotiation of development and management agreements.
  • Represented LiveNation in negotiating a long-term lease with Mohegan Sun Hotel/Casino for a House of Blues night club and a Foundation Room private club to anchor a new hotel tower.
  • Represented the developer of a planned $500 million project to convert a San Francisco Bay naval base into an urban Indian gaming facility and resort complex.
  • Represented a bond insurer in connection with a $140 million high-yield bond offering.
  • Represented CIBC World Markets in connection with a $200 million term loan and $20 million revolving loan for the acquisition of the Reno Hilton Hotel and Casino by Grand Sierra Resorts.
  • Represented the investment bank in a proposed $350 million high-yield bond offering to construct a casino and resort facility in Northern California.
  • Represented a Tribe in efforts to refinance more than $300 million in senior notes approaching maturity.
  • Represented a syndicate lender in its participations in a $230 million senior secured credit facility for the Tulalip Tribes of Washington, a $1.2 billion revolving credit facility for the Mohegan Tribal Gaming Authority, a $700 million senior secured term loan to the Seminole Tribe of Florida and a $900 million senior secured revolving loan to Wynn Las Vegas LLC.
  • Represented a mining company in the negotiation of a minerals lease of Indian lands and related federal permits.
  • Represented an insurance company in researching and developing captive insurance companies on Indian reservations.
  • Represented a Tribe in connection with $20 million and $25.5 million issuances of tax-exempt, variable rate demand bonds to finance eligible resort expansion projects.
  • Represented insurance company lenders in a $35 million refinancing of casino construction debt.
  • Represented a Tribe in $50 million increase to its existing bank loan agreements.
  • Represented a utility in considering a wind power project on Indian land in the Southwest.
  • Represented a natural resources company in considering issues related to damages to Indian lands.
  • Represented a Tribe in the workout of casino financing.
  • Represented a Tribe in a $45 million hotel financing.
  • Represented the lender in connection with a $17 million bank credit facility for a Northeast Indian nation.
  • Represented a Tribe in connection with a $40 million secured credit facility to provide liquidity for a tribe facing challenges from the state and federal governments.
  • Represented a bank providing an additional credit facility to a Northwestern Tribe.
  • Represented a retailer in development of retail space at the Viejas Outlet Center on the Viejas Indian reservation in Southern California, including negotiations with the BIA.
  • Represented three lessees of space in the Tulalip Tribe’s Seattle Premium Outlets in Washington state.
  • Represented a lender in amendments an existing credit facility for a Tribe’s casino.
  • Represented a Las Vegas gaming company in negotiations of a proposed management contract with an Indian nation.
  • Represented a real estate investor regarding the transfer of interests in a resort lodge on Indian land.
  • Represented a developer in an innovative proposal for off-balance sheet financing to expand a tribal casino and build a hotel.
  • Represented a developer considering a tribal casino project in a heavily populated urban area.
  • Represented a lender in providing emergency funding to an Indian nation facing a drinking water crisis.
  • Represented an Indian Nation in strategizing gaming expansion across state borders.
  • Represented an investment bank in the transfer of a BIA-guaranteed loan made to an Indian Tribe.
  • Represented a developer in considering fee-to-trust land acquisition for gaming.
  • Represented a Tribe's government in planning its first venture into gaming, including multiple planned casinos in different states.
  • Represented a tribal entity formed to pursue off-reservation gaming opportunities.
  • Conducted research and analysis for the development of a hedge fund to be owned and operated by an Indian nation.
  • Represented an Indian nation in a gaming technology joint venture.
  • Represented a casino in a $16 million purchase of video gaming terminals and related licensed intellectual property.
  • Represented a Native American entrepreneur in negotiations with financial sources and Indian nations in pursuit of a leveraged buyout, wind power project and other opportunities for Indian nations.

Prior Experience

  • Partner, Corporate Department, Dentons
  • Co-chair, Native American Practice Group, Hughes Hubbard & Reed
  • Senior Associate, Cravath, Swaine & Moore
  • Teaching Fellow, Harvard Law School Program on Negotiation

Presentations

  • Steve gave a presentation in October 2016 entitled “Anatomy of a Deal” to the Economic Development and Entrepreneurship Committee of the United South and Eastern Tribes (USET) at its meeting on the lands of the Eastern Band of Cherokee Indians in North Carolina. Steve had previously presented to the committee at its meeting at the Poarch Band of Creek Indians’ resort in Alabama earlier in the year.
  • Steve spoke on October 19, 2016 at Columbia Law School’s symposium “Environmental Justice: What’s Race Got To Do With It?” Steve spoke on the issue of tribal water rights and the many challenges Native American nations have faced over the centuries to maintain their rights to adequate and clean water. The symposium, sponsored by the Columbia Journal of Environmental Law and the Columbia Journal of Race and Law, also featured speakers from the Natural Resources Defense Council, EarthJustice and the New York Lawyers for the Public Interest.
  • Steve participated in the Albany Government Law Review’s Native American Law in the Modern Era program on March 10, 2016 at Albany Law School. The panelists, including tribal leaders and judges, addressed the most pressing legal issues, changes and challenges in modern Native American law.
  • Steve spoke at the 17th Annual D.C. Indian Law Conference sponsored by the Federal Bar Association on November 10, 2015. Steve made a presentation on the ethical issues involved in tribal economic development on a panel shared with the Chairman of the National Indian Gaming Commission.
  • Panelist, Cornell Law School, Tribal Economic Development Action Summit, February 27-28, 2015.
  • Participant, Harvard Kennedy School of Government, Harvard Forum on Major Development Projects On and Near Indian Lands: Best Practices in Tribal-Corporate Relations, May 16-17, 2013.
  • Steve has lectured on American Indian Law at numerous conferences and bar association meetings, as well as at Yale, Harvard, University of Pennsylvania and Columbia law schools.
  • Steve has three times in 2015 and 2016 spent two days on a pro bono basis teaching Federal Indian Law for the California Tribal College’s Certificate Program in Tribal Leadership and Governance. The California Tribal College is a cooperative effort of more than 50 leading California tribes and native organizations, and its sessions have been held on the lands of the Yocha Dehe Wintun Nation, the Redding Rancheria and the Morongo Band of Mission Indians.

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