Hospitality Industry Services

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1 Hospitality Industry Services

2 About Us Carlton Fields Jorden Burt has a national and international law practice, offering the services of more than 370 attorneys and government consultants based in 10 office locations in the Southeast and in New York, Washington, D.C., and Connecticut. For additional information, visit 2

3 Overview We provide legal counsel and focused client management to hospitality industry clients including developers, investors, lenders, owners, and operators. Firm attorneys and government consultants offer comprehensive representation regarding the acquisition, construction, development, financing, management, operation, and disposition of all types of commercial real estate. Our appreciation of the unique nature of hotels as assets enables us to help clients proactively tackle challenges and embrace opportunities. Hospitality team members include lawyers who focus on workouts and distressed asset acquisitions. As a full service firm with national and international reach, we are well-equipped to handle issues related to nearly every legal practice, including environmental and land use, intellectual property, licensure, labor and employment, litigation and arbitration, and tax. Additionally, the firm has lawyers and government consultants who effectively advocate on behalf of industry clients before the Legislature and state executive branch agencies, and local governments asserting positions that advance their interests, including seeking economic incentives for new or expanded development. 3

4 Acquisitions and Dispositions Hospitality industry clients are represented in the negotiation, documentation, and consummation of acquisitions and dispositions. We handle transactions of nearly every size and scope for clients that include major resorts, hotel companies, investors, and owners. Our efforts are supported and enhanced by our strong full service real estate and land use practices, which provide developers with planning, permitting, and development counsel. Condominiums Developers and lenders are provided experienced representation on all types of condominium projects (residential, commercial, mixed-use, condo-hotel, medical and other office, marina, and industrial). We counsel them on legal issues surrounding the creation and operation of timesharing, vacation club, fractional, and interval use programs, and advise on state and federal regulatory compliance issues, including those related to the Interstate Land Sales Full Disclosure Act. Additionally, we represent numerous lenders and bulk purchasers on distressed condominium and community assets, advising on structuring, liability protection, and regulatory compliance. Construction We represent owners and builders on public and private construction projects throughout the United States and abroad, with per project values ranging from $100 million to $500 million. Clients are advised on all aspects of project design and construction, with a special focus on contract preparation, review, negotiation, and administration. 4

5 Creditors Rights Clients, including lenders, landlords, property owners, and real estate developers, are represented in disputes with debtors in all forums, including state, federal, and bankruptcy court; and in arbitration proceedings. Development Our attorneys structure, negotiate, and document complex real estate and resort developments. From the concept phase of a project, to its financing, construction, marketing, sales, and management phases, we represent and work closely with developers, foreign and domestic sources of capital, architects, contractors, brokers, marketers, managers, and governmental authorities. They also seek state and local government approvals, including ecomonic incentives and special transportation concurrency or impact fee arrangements. 5

6 Environmental Clients are counseled on the full range of environmental issues that impact development. We represent owners, prospective buyers, developers, lenders, and local governments and redevelopment authorities that are seeking to improve property or reduce liability arising from its environmental condition. We counsel them on actual and potential liability, remediation, reuse, financing, sale, lease, and donation and strategic stockpiling of brownfield properties. In addition to assessing liability, we negotiate cleanup obligations, liability limitations between buyer and seller, and title acquisition. We also help clients acquire liability limitation insurance, and counsel on funding brownfield cleanups and development through loans, grants, bonds and tax increment financing. Additionally, we advise clients, including building owners and construction firms, on sustainable development matters including those related to the U.S. Green Building Council s Leadership in Energy and Environmental Design (LEED ) rating systems. We also counsel clients on integrating LEED or other green building rating systems into leases for green buildings. Other environmental work may include listed species, wetlands, and other special concerns based on locations or amenities such as golf courses. Finance and Refinance Hotel owners, management companies, lenders, and borrowers are assisted with the financing and refinancing of a wide range of projects. Our representation builds on our extensive experience as counsel to numerous institutional and private lenders and investors. We handle secured and unsecured financings, mezzanine financings, equity investments, construction loans, permanent loans, conduit loans, sale leasebacks, ground leases, equipment leases, contingent interest loans, and other financings. Franchise and Licensing We represent franchisors and franchisees in the licensing of newly developed hotels, as well as re-licensing of hotels that are sold from one hotel owner to another. Included in state and local licensing activities are licenses for hotels, restaurants, lounges, or even other amenities such as golf courses or spas. Intellectual Property The firm s intellectual property attorneys help our hospitality industry clients protect and advance their trademark, copyright, patent, and related rights that pertain to creations and innovations in the real estate arena, such as architectural designs and interior designs. Labor and Employment 6 Labor and employment lawyers represent employers in all types of employment disputes, including state and federal court actions, administrative charges and hearings, arbitrations, class and collective actions, and informal mediations. We also assist in all manner of personnel issues, including the creation of policy manuals, and advising on personnel actions.

7 Land Use When labor and employment issues arise for our hospitality clients, we provide a team that understands the intricacies of the law, as well as their industry. Our diverse land use clients include private developers and governmental bodies. Comprehensive representation provided by our firm includes helping clients locate viable sites for development or redevelopment, and identifying any relevant land use issues, including the need for land use or zoning changes. We also help them prepare and negotiate the necessary property purchase contracts and documents. This process includes negotiating the critical inspection period, and conducting the necessary land use due diligence. Our representation continues through the successful completion of a development project and can include litigation or appeals, when necessary. Litigation and Arbitration The firm s litigators are adept at cost-effective, strategic dispute resolution, whether the matter demands settlement, trial, arbitration, or mediation. We represent hospitality clients throughout every phase of a matter, including, if necessary, appeal. Management and Operations Hospitality industry clients are advised on the full range of operational issues they face daily. Our services include negotiating leases; concession agreements; service, construction, and renovation contracts; and management, franchise, and technical service agreements for owners and operators. 7

8 8

9 Public Access (Title III of the ADA) Our lawyers have extensive experience under Title III of the Americans With Disabilities Act. This is the law that requires facilities to accommodate disabled customers through accessible design, for example, providing ramps of a certain width and slope. We have defended businesses in many lawsuits brought under these requirements, and have counseled clients on what they might do to prevent being sued under this Act. Restructuring, Workouts, and Foreclosures Owners, lenders, and hotel operators are provided with the assistance needed to restructure loans in bankruptcy and other workout proceedings. Additionally, we assist with the full range of operational matters and negotiations that arise from overleveraged or mismanaged properties. Securities Our securities lawyers possess extensive knowledge of SEC regulations, blue sky laws, stock exchange requirements, and FINRA rules. The firm offers the experience and skill required to handle initial and secondary public offerings for issuers and underwriters. Following the public offering of securities, we help public company clients comply with continuing reporting and disclosure obligations under applicable securities and corporate governance laws and the rules of the New York Stock Exchange and Nasdaq. Our attorneys regularly review and prepare quarterly and annual financial reports, current reports on Form 8-K, and proxy statements and annual meeting materials. We draft and review all forms of corporate governance documents and policies for clients. Tax The firm s tax clients include Fortune 100 companies; publicly held corporations; national investment companies and funds; nonprofit and tax-exempt organizations; start-up ventures; hotel, motel, hospitality, and time share companies; and individuals. Our comprehensive representation includes international, federal, state, and local tax planning, counseling, and advocacy; as well as legislative and regulatory advocacy and estate planning. We handle a wide range of tax controversies before administrative agencies and courts, including state trial and appellate courts, federal district and appellate courts, the U.S. Court of Federal Claims, and the U.S. Tax Court. 9

10 Representative Matters Hotel Development Negotiation of a long-term hotel management agreement; master declaration of covenants, conditions and easements; residential sales, marketing and licensing agreement for vertical mixed-use development that integrated aspects of hotel, branded residential condos, office and retail uses. Representation in site acquisition, entitlement process and project development activities for the new hotel brand. The work included negotiation of complex easement and restriction agreements to address issues involved with shared amenities and mixed-use restrictions. Negotiation of a long-term management agreement, technical services agreement and related development/easement agreements for an upscale hotel in a mixed-use project in the historic district of Charleston, South Carolina. Counsel in connection with the creation and implementation of a national program for the corporate acquisition and development of the initial 20 hotels in the launch of the hotel brand. Negotiation of the development, easement and maintenance agreements for two pedestrian bridges (approximately $10 million each) connecting three downtown Atlanta hotels. Negotiations with homeowner association and analysis of zoning and land use matters to ensure optimum repositioning of an Atlanta vertical mixed-use luxury hotel and condominium complex. Purchases and Sales of Hotel Properties $450 million portfolio sale of 13 hotel properties in the United States, Canada and the Caribbean to monetize strategic hotel assets in a tax-efficient manner while retaining non-terminable management rights to the properties. $300 million sale of a majority partnership interest to hotel properties with the retention of long-term management rights for luxury hotels in Chicago and Miami. $50 million sale of a full service hotel encumbered by a long-term management agreement in Kansas City, Kansas. Complex tri-party portfolio sale of 11 hotel properties with contemporaneous negotiations to terminate existing management agreements and negotiate new management agreements. Management and Operating Agreements Representation of a hotel company in structuring its $1 billion multi-property/multi-portfolio/multi-country hotel disposition designed to monetize strategic hotel assets in a tax-efficient manner while retaining non-terminable management rights to the properties. Negotiation of a long-term management agreement and related technical services agreement to redevelop and re-flag a large metropolitan-area hotel with a luxury hotel brand. Negotiation of a long-term management agreement for mixed use hotel, office, retail and parking complexes in Baltimore, Maryland. Lead counsel to a Canadian boutique hotel company in the negotiation of its management and acquisition documents for a U.S. property acquisition to address critical issues in U.S. agency and ownership laws. 10

11 For more information, contact: Daniel R. Weede

12 Atlanta One Atlantic Center 1201 W. Peachtree Street Suite 3000 Atlanta, Georgia fax Hartford One State Street Suite 1800 Hartford, Connecticut fax Los Angeles* 2000 Avenue of the Stars Suite 530 North Tower Los Angeles, California fax New York Chrysler Building 405 Lexington Avenue 29th Floor New York, New York fax Orlando CNL Center at City Commons 450 S. Orange Avenue Suite 500 Orlando, Florida fax Tallahassee 215 S. Monroe Street Suite 500 Tallahassee, Florida fax Washington, DC 1025 Thomas Jefferson Street, NW Suite 400 East Washington, DC fax West Palm Beach CityPlace Tower 525 Okeechobee Boulevard Suite 1200 West Palm Beach, Florida fax *Carlton Fields Jorden Burt practices law in California through Carlton Fields Jorden Burt, LLP. Miami Miami Tower 100 S.E. Second Street Suite 4200 Miami, Florida fax Tampa Corporate Center Three at International Plaza 4221 W. Boy Scout Boulevard Suite 1000 Tampa, Florida fax

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