H O T E L S & L E I S U R E

Transcription

1 HOTELS & LEISURE

2 WATSON FARLEY & WILLIAMS: KEY FACTS 145+ PARTNERS ESTABLISHED OFFICES OVER 450 LAWYERS 11 COUNTRIES OVER 20 LANGUAGES SPOKEN

3 HOTELS & LEISURE 3 HOTELS & LEISURE The hotel and leisure industry is an area of specific focus for the firm and encompasses both short stay and long stay products and services apartments. We advise clients from a variety of jurisdictions on the acquisition, development and sale of hotel and resort projects throughout the world. RECEIVES PRAISE FROM PEERS AND CLIENTS EXTENSIVE INDUSTRY KNOWLEDGE AND EXPERIENCE. CHAMBERS UK 2015 Industry understanding In addition to an in depth understanding of the hotel industry, our practice has extensive experience in relation to serviced apartments, resorts, airlines, cruise ships, restaurants, bars and nightclubs, health clubs, travel agents, tour operators, the supply of technology and systems to the industry and outsourcing/procurement arrangements. Our team is multi disciplinary and draws upon experience from our lawyers specialising in Corporate, Commercial, Real Estate, Construction, Information Technology and Finance matters and applies this across the relevant offices and jurisdictions to produce proactive advice. As the industry becomes increasingly more sophisticated, advisers with experience can assist their clients to find the right balance of risk and reward between lender, operator and owner/investor. Having worked for and against major brands, we understand the key legal and commercial concerns in the sector. We endeavour to work with our clients and their advisors to assist them in understanding what is market in any jurisdiction and the specific concerns facing the interested parties (whether the owner, operator, lender or simply the potential purchaser of a residential unit in a multi-use site).

4 4 Watson Farley & Williams Our clients The hotels & leisure practice advises investors, developers, brand and property owners, franchisees, funders (equity and debt) and consultants on matters ranging from acquisitions and investments to management agreements. Our clients range from an owner or investor in a provincial hotel project in the United Kingdom to developers of five star hotels in EMEA and from Asian funds to UK developers. We support clients with national and international interests, and have particularly strong regional experience in UK, Germany, Spain, France, Africa and Asia. To assist clients with international interests, we have a broad geographic reach, with offices in multiple jurisdictions across three continents. We also help clients with projects in jurisdictions in which we do not have offices but work with local counsel to ensure that our client s commercial and legal interests are addressed. Technical knowledge Having acted for funders and/or lenders and owners and operators, our team has the knowledge and ability to understand the various vested interests when finding a solution. Our experience encompasses all aspects of a hotel and/or leisure project, whether that project is a city centre, airport or provincial hotel, a European portfolio or a resort including funding, acquisition of the hotel, leisure facility or site (or the owning company); development of scheme documentation for any multi-use aspects of the site; negotiation of management and/or franchise, technical, central services reservations and licence agreements; structuring and documenting the requirements relating to any residential/rental pool elements; and tender, construction and refurbishment documentation. In addition to the specific funding and development matters, we understand the key operational issues whether they arise as a result of a transfer or simply out of day to day operations (e.g. insurance, employment, group purchasing or leasing contracts and database rights). The hotels & leisure experience section gives some examples of our lawyersʹ hotels and leisure experience. Corporate We have recently advised owners, investors and operators on: acquisitions and disposals of shares and assets (frequently dealing with assets and/or employees leaving a group and addressing issues which arise for the purchaser or the seller in relation to the on-going business) joint ventures for individual investors and consortium investors alternative investment structures management contracts, technical service, reservations, loyalty programmes, trade mark licenses and ancillary agreements for both owners and operators of hotels and serviced apartments franchise agreements (and the relative merits of franchise and management contracts) development agreements the resolution of disputes between owner and operator.

5 HOTELS & LEISURE 5 Financing We have advised owners, investors and lenders in relation to the following for their hotels, resorts and leisure facilities: private equity public issues bank funding capital allowances other tax considerations non-disturbance and duty of care agreements future requirements whether refinancing, restructuring or other funding arrangements security the duties of directors in difficult trading conditions. Real estate and construction Our advice in the sector will see the project through from beginning to end including: the purchase of sites and existing hotels development and/or operation of leisure facilities and resorts (including planning and environmental issues) the construction and renovation of the properties the property aspects of sale and lease back or management-back arrangements developing scheme arrangements and arranging off-plan sales of residential and/or commercial units advising in relation to issues such as occupiers repairing obligations compliance with regulatory requirements (e.g. Disability Discrimination Act, rating carbon emissions and the licensing regimes). Commercial/IT and regulatory matters We are experienced in the following: licensing aspects of hotel and leisure facility operating and franchise agreements outsourcing procurement IT and supply agreements licensing of database rights trademark licenses reservation systems agreements loyalty programme schemes customer data protection and security issues regulations relating to betting, lotteries, gaming, casinos and hotel operations advising owners of and investors in tour operators and ticketing agencies in the UK on their regulation group hire and booking arrangements.

6 ... PARTICULARLY EFFICIENT AND CLIENT FOCUSED'... LEGAL 500 UK 2014

7 HOTELS & LEISURE 7 SELECTED EXPERIENCE HOTEL GROUP ACQUISITION, UK Advising Frasers Hospitality UK Holdings Limited on the acquisition of Malmaison Hotel du Vin hotel group from private equity firm KSL Capital Partners LLC for a consideration of 363.4m. FEDERAL LAND DEVELOPMENT AUTHORITY, UK Acting for Federal Land Development Authority, a Malaysian government fund, in the acquisition of substantial serviced apartments real estate and business in central London. LEONARDO HOTELS, UK Advising Leonardo Hotels, the European brand of Israeli group Fattal Hotels, on its launch into the UK market through the lease of the former Holiday Inn at London Heathrow Airport. MUSE DEVELOPMENTS LTD, UK Advising Muse Developments Ltd in the main negotiations with Marriott on the management contract and ancillary agreement for a Marriott Residence Inn. KASARIS AUTOGRAPH MARRIOTT, GREECE Advising Kasaris Autograph Marriott on franchise and management agreement for a resort in West Peloponnese, Greece. HYATT REGENCY, TANZANIA Acting for the owner on the change of operator to Hyatt and the negotiation of a 25-year management contract and ancillary agreements for the Hyatt Regency Dar es Salaam. ARCOTEL CAMINO, GERMANY Advising on lease amendments, regulatory issues and the sale of the ARCOTEL Camino Stuttgart, a four-starplus hotel with 168 rooms, to an institutional investor. LEEDS DEVELOPMENT, UK Acting for the developer in relation to the financing (sale and leaseback, senior and junior debt), franchise and management agreements of a new 172 bed Hilton hotel development in Leeds, UK. HOTEL PORTA MARINA, SPAIN Advising Frasers Hospitality Group on the acquisition of 100% of the issued share capital of Teycotel BCN SL, the owner of Hotel Porta Marina in Barcelona, Spain. OPERATING AGREEMENT, GERMANY Advising owners and funders in relation to the negotiation of hotel operating agreements and neighbour agreements and advice regarding the development of condominiums. PARK HYATT AND HYATT REGENCY, TANZANIA Advising on the management contracts, technical services and ancillary agreements for new developments in Stone Town and Arusha for a Park Hyatt Zanzibar and Hyatt Regency Arusha respectively. FRASERS HOSPITALITY, SINGAPORE/UK Advising Frasers Hospitality, an international serviced apartments operator based in Singapore, on the expansion of its portfolio of managed properties in the United Kingdom. NEW HOTELS, SAUDI ARABIA AND ABU DHABI Advising in relation to the negotiation of hotel management and ancillary agreements with international operators for new hotels in Saudi Arabia and Abu Dhabi.

8 8 Watson Farley & Williams HOTEL ACQUISITION, GREECE Acting as legal advisors to a Luxembourg-based bank regarding the acquisition of a luxury resort in Crete through a bond loan issued by the hotel s buyer. PRIVATE EQUITY HOTEL INVESTMENT, GERMANY Advising on tax structuring and the establishment of a closed end fund issued by FHH Fonhshaus GmbH for the acquisition of a hotel based in Cologne, Germany. TOURISM AUTHORITY, CUBA Advising Société Générale on amending the loan and security documentation for a secured facility to Fintur, the Cuban state owned tourism authority. COLUMBUS HOTEL, MONACO Advising the majority shareholder on the disposal of their interest in the Columbus Hotel, Monaco. HOTEL DEBT RESTRUCTURING, GREECE Advising a Greek hotelier on the restructuring of its corporate finance obligations on potential enforcement and insolvency issues. HOTEL ACQUISITION, ETHIOPIA The acquisition of a partly built hotel development in Addis Ababa and subsequently negotiating operating agreements with Hyatt. SNOOZEBOX PLC, UK Advising on a contract with G4S to provide temporary accommodation at Hainault for 3,500 security staff during London 2012 and advising on the supply of a temporary hotel facility to Merlin Attractions at Thorpe Park. LUXURY APARTMENT BOOKINGS, FRANCE Advising Lifealike Limited (Onefinestay) in relation to the establishment of a booking platform for luxury apartments in Paris. This follows the group s successful operations in London and New York. HOTEL CONSTRUCTION, GERMANY Advising a development fund on the construction permit and warranty issues in relation to for a four-star hotel as well as related reporting agreements, tender processes and tax matters. CHI/CORINTHIA, UK Advising CHI/Corinthia on its standard form management agreements, technical services and non-disturbance agreements. FRASERS HOSPITALITY, GERMANY Advising Frasers Hospitality Group on the acquisition of a 145 unit serviced apartments project development in Berlin from HOCHTIEF Projektentwicklung GmbH. PARK INN GATEWAY GARDENS, GERMANY Advising FHH Fondshaus Hamburg regarding the acquisition of Park Inn Gateway Gardens in Frankfurt/Main. The client intends to market the project through a closed end fund to the German private investors market. DEBT RESTRUCTURING, USA Advising developers in connection with the restructuring of debt on a US based luxury hotel-condominium and a large Manhattan hotel.

9 HOTELS & LEISURE 9 MARRIOTT HOTEL, BENIN Acting for Société dʹhotellerie, de Restauration et de Loisirs in connection with a management agreement for the construction and operation of a full service Marriott Hotel in Contonou, Benin. HEALTHCITY FITNESS CENTRES, FRANCE, SPAIN & ITALY Advising the lenders, ABN Amro Bank B.V. and Rabo Bank, on the financing of the cross border acquisition by HealthCity of all 45 fitness centres in France, Spain and Italy belonging to the Fitness First Group. LUXURY HOTEL, THAILAND Advising owners of a luxury hotel in Thailand regarding disputes under a design and build contract subject to Singapore law and Singapore arbitration, including advice on Thai court proceedings arising out of the enforcement of a performance bond. FIVE STAR HOTEL, USA Negotiating loan documents, management agreements and licensing documents on behalf of the developers in relation to a mixed use skyscraper in Chicago, including a luxury five-star hotel with more than 300 units. HOTEL ACQUISITIONS, UK Advising a Danish Limited Partnership on the acquisition of hotels in Cardiff and Northampton and related financing. TOURIST ACCOMMODATION, GREECE Advising a web based accommodation platform on its obligations (and those of its customers) under Greek legislation concerning tourist accommodation. RESORT DEVELOPMENTS, GREECE Advising a five-star resort in Chalkidiki on the sale of one of its hotels to an international private equity fund as well as on several management agreements concerning hotel operation, know-how transfer and technical services to the buyer. BULLE DE FLEURY DʹAUDE, FRANCE Advising Departement de lʹaude (French local Government) in a 2,142,857 case against Commune de Fleury dʹaude (French municipality) regarding the construction and the operation of public leisure equipment. MIXED USE HOTEL-TOWER, GERMANY Advising a project developer on the drafting and negotiation of an operating agreement with a hotel chain, including advice in relation to the separation of the hotel and residential parts of the building. JUMEIRAH PRIVATE ISLAND, THAILAND Advising a high net worth individual on claims arising out of the development of the Jumeirah Private Island off Phuket. The claims arise from breaches of contract and construction and development delays. HILTON GARDEN INN, HAMPTON AND DOUBLETREE BRANDS, UK Negotiating management agreements and franchise agreements on behalf of owners in the UK for the Hilton Garden Inn, Hampton and Doubletree brands in respect of city centre, airport and provincial sites. RESORT DEVELOPMENTS, USA Negotiating management agreements relating to resort developments including aspects of US general operator funding.

10 10 Watson Farley & Williams REPUTATION... BUSINESS-ORIENTED' ADVICE... CHAMBERS UK PARTICULARLY PRAISE... EXPERTISE IN MANAGEMENT CONTRACT WORK. CHAMBERS UK HAS STRENGTH IN... THE HOTELS AND LEISURE MARKET. LEGAL 500 UK RECEIVES PRAISE FROM PEERS AND CLIENTS... CHAMBERS UK EXTENSIVE INDUSTRY KNOWLEDGE AND EXPERIENCE. CHAMBERS UK 2015 A WIDE RANGE OF EXPERIENCE IN PORTFOLIO SALES, SALE AND LEASEBACKS, MANAGEMENT AGREEMENTS, FRANCHISE AGREEMENTS AND FINANCING. CHAMBERS UK 2014 TEAM IS RESPONSIVE, EFFICIENT, AND STRAIGHTFORWARD, WITH GREAT ATTENTION TO DETAIL'. LEGAL 500 UK PROVIDES SUCCINCT AND TIMELY ADVICE... LEGAL 500 ASIA PACIFIC 2013

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12 ATHENS BANGKOK DUBAI FRANKFURT HAMBURG HONG KONG LONDON MADRID MILAN MUNICH NEW YORK PARIS ROME SINGAPORE Publication code number: v1 Watson Farley & Williams 2015 All references to Watson Farley & Williams, WFW and the firm in this document mean Watson Farley & Williams LLP and/or its Affiliated Entities. Any reference to a partner means a member of Watson Farley & Williams LLP, or a member or partner in an Affiliated Entity, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this document represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have questions or comments on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising. wfw.com