Offshore Solutions for Hotel and Resort Investment Establishing and administering efficient offshore and onshore holding vehicles used for Hotel and Resort: - investment funds - financing - development - investment syndicates/joint ventures - corporate and real estate structures - fractional ownership structures - investment transactions (sales and acquisitions) - employee benefits, incentivisation and retention schemes www.ogier.com Bahrain British Virgin Islands Cayman Islands Guernsey Hong Kong Ireland Jersey London Shanghai Tokyo
Ogier is one of the world s leading providers of offshore legal and fiduciary services employing over 850 professional and support staff. The group has a presence in ten jurisdictions around the world, namely Bahrain, the British Virgin Islands (BVI), the Cayman Islands, Guernsey, Hong Kong, Ireland, Jersey, London, Shanghai and Tokyo. Ogier provides advice on all aspects of BVI, Cayman, Guernsey and Jersey law and associated administration services through a global network of offices that covers all time zones and key financial markets. According to in-house data analysis, we are instructed by all of the top 25 global law firms and 17 of the top 25 global banks
Hotels and Resorts Team legal and administration services in the BVI, Cayman, Guernsey and Jersey clients receive advice on the jurisdiction that best suits their needs Our Hotels and Resorts Team combines our legal and fiduciary services expertise to provide a one-stop solution to advise on, implement and administer all manner of hotel and resort holding structures. Our expertise in the establishment and administration of hotel and resort holding structures covers a broad spectrum ranging from listed hotel funds through to very private structures established for one-off hotel and resort transactions. The truly integrated legal and fiduciary service we offer ensures clients receive a coordinated and seamless service. The growth in our team and the volume of transactions undertaken in the hotel and resort sector also means that our Hotels and Resorts Team has an understanding of the practical and commercial aspects of hotel and resort structuring and investment, whether this be for the development or acquisition of a single hotel or a large hotel and resort investment portfolio. We specialise in assisting our clients to implement efficient holding vehicles for hotel and resort developments and have worked on many high profile hotel projects around the world. The provision of a comprehensive compensation scheme can greatly add to the incentivisation of key individuals in hotel companies and the management teams of portfolio companies. Types of schemes can vary from deferred remuneration and partnership retention to share, pension, savings and investment plans. Our global presence in nine jurisdictions across the world s time zones enables us to provide real time offshore solutions for hotel and resort utilisation prospects anywhere in the world. Offshore Solutions for Hotel and Resort Investment 3
Hotel and Resort Investment Services independent specialist team of lawyers and administrators across the globe leading provider of services to corporate clients Offshore Legal and Fiduciary Services Establishing and administering offshore and onshore vehicles used for hotel and resort: investment funds financing investment syndicates / joint ventures corporate and real estate structures development fractional ownership structures One-off hotel and resort transactions or acquisitions and disposals of hotel and resort portfolios employee benefits, incentivisation and retention shemes Key Products Include: Offshore Unit Trusts Open and closed ended property funds Operator services for unregulated structures Key Benefits of Using Ogier s offshore Legal and Fiduciary Services Tax neutrality Privacy Access to world capital markets Well regulated platforms for global hotel and resort investments 4 www.ogier.com
Transactions extensive expertise The following transactions are just a few examples of our Hotels and Resorts Team s extensive expertise across the practice areas of hotel and resort offshore structuring, financing and investment funds. Each area is supported by our integrated fidcuiary administration services. Hotel and Resort Investment Funds supported by our integrated fidcuiary administration services US$112.8 million acquisition Advised a U.K. publicly traded company on a US$112.8 million acquisition of a Florida based corporation that operates hotels, marinas and yacht charter companies in the British Virgin Islands, St. Lucia, Mexico, the French Polynesia, Turkey, Netherlands Antilles, the Department of Guadeloupe, St. Vincent and The Grenadines, Belize, Croatia, Peru, Australia, New Zealand, France and Germany. Shariah compliant structure Currently acting as offshore legal advisers on an Unregulated Fund structured as a Protected Cell Company which will be a Shariah compliant structure to raise US$200 million from Middle East investors to develop hotel real estate assets. Bonita Hotels Acted as offshore legal adviser on the establishment of a closed ended hotel fund which raised approximately 20 million on AIM, with the intention of purchasing Bonita branded hotels in Japan, namely the Bonita Isawa, Bonita Komaki, Bonita Matsusaka, Bonita Yamagata and Bonita Sendai hotels to be operated by New Perspective following the acquisition. Offshore Solutions for Hotel and Resort Investment 5
Transactions - Hotel and Resort Financing global connections Acquisition of 46 Marriott-branded hotels Millennium and Copthorne Hotels Banyan Tree Resort, Seychelles genuine understanding of the hotel industry Acted as BVI adviser to the Royal Bank of Scotland in connection with its 951.4 million acquisition of 46 Marriott-branded hotels from a joint venture of leisure firm Whitbread Plc and Marriott International Plc. Advised the Royal Bank of Scotland regarding the on-sale and the financing involved in the 1 billion sale of the portfolio of 46 Marriott-branded four-star hotels to a subsidiary of Israel s Delek Belron Real Estate and a selection of partners, including Electra Real Estate and Quinlan Private. Acted as listing agent in connection with the listing on the Channel Islands Stock Exchange of a series of unsecured redeemable loan notes issued by Millenium and Copthorne Hotels plc pursuant to a 500 million Loan Note Issuance Programme. Acted as advisor to Banyan Tree Resort (Seychelles) Limited in negotiating a joint venture agreement to develop land owned by Banyan Tree adjacent to the resort into resort residences. 6 www.ogier.com
Transactions - Private Offshore Hotel and Resort Holding Structures innovative, practical and commercial advice We offer clients the strength in depth to handle the largest, most demanding and complex offshore transactions wealth of international knowledge Shangri-La, Shard of Glass, London Acted as legal adviser to Qatar Islamic Bank and other investors in the Shard of Glass development project (including the Shangri-La Hotel - Europe s tallest hotel) in the London Bridge Quarter, London. Marrakech Resort Residences - Fractional Ownership Structure Advised on the offshore holding structure for a Marrakech resort development including integrated real estate unit trusts for a high end fractional ownership residence complex Moorfield hotel fund Provide administration services to a special purpose vehicle which owns and advised on the acquisition of 24 regional hotels in the United Kingdom from Macdonald Hotels Limited with an investment value in excess of 440 million on behalf of Moorfield Real Estate Fund. Chelsea Harbour Hotel, London Acted as legal adviser on the structuring of the purchase of a long lease of the Chelsea Harbour Hotel by a Jersey property unit trust which acquired the long leasehold interest in the hotel. Also provided administration services to the trustees of the Jersey property unit trust and provide directors for the trustees. aaim Acting in connection with the establishment of a complex holding structure on behalf of aaim to acquire a portfolio of hotels with a value of approximately 270 million. Hotel Unit Trust funds Acted as legal advisers in connection with the acquisition by a property unit trust fund structure of a limited partnership which then acquired hotel investments. Also advised on the establishment of the limited partnership and general partner entity as well as financing of the hotel investments. Prestigious central London hotel Acted on the establishment of a company to effect the structured acquisition of a prestigious central London hotel on behalf of a private investor for a value in excess of 100 million. Moorfield Hotel Fund The establishment and administration of unit trusts in order to facilitate the acquisition by the Moorfield Real Estate Fund of a portfolio of hotels worth approximately 110 million. Luxury resort in the Turks and Caicos Provide ongoing private client and trust related advice to a high net worth family in connection with the ownership of a luxury resort in the Turks and Caicos. Shearings Holidays Provide set up and administration services to offshore property unit trusts which own 43 hotels throughout the United Kingdom which are leased to Shearings Holidays. Mitchells and Butlers Provide set up and administration services to offshore companies and limited partnership which own a number of hotels in the United Kingdom operated by the Swallow Group and leased to Shearings Holidays and Mitchells and Butlers. Special purpose vehicles Provide administration services to a number of special purpose vehicles which own the legal title to various hotel, resort and leisure property assets held under offshore structure. Morethan Hotels Provided company secretarial and registered office services to an offshore company in connection with the ownership of the entire issued share capital of Morethan Hotels Limited worth 21 million. Morethan Hotels own a portfolio of 12 boutique hotels. Portfolio of luxury hotels Provide administration services on behalf of a Middle East investor for a number of onshore and offshore companies through which a portfolio of luxury hotels held. Offshore Solutions for Hotel and Resort Investment 7
consistently highly rated by clients and market commentators recommended in the leading legal directories We have an established, substantive presence in the key offshore jurisdictions of BVI, Cayman, Guernsey and Jersey Ogier Expertise Many of the firm s lawyers and administrators joined from the world s leading law firms, accountancy firms and financial institutions and bring a wealth of international knowledge and experience in their respective areas. Ogier is consistently highly rated by clients and market commentators in independent research studies and regularly leads offshore league tables. A number of the firm s partners and lawyers are recommended in the leading legal directories for their particular areas of expertise. Our People Ogier invests significantly in recruiting, training and developing its people to ensure that we have the very best legal skills and experience in the business. In 2008 we launched a new career development programme called MyCareer@Ogier which is a holistic and tailored development programme for every Ogier employee. Ogier also contributes to its local communities, has a corporate and social responsibility policy in place, a policy on diversity and is an equal opportunity employer. Differentiation We have an established, substantive presence in the key offshore jurisdictions of BVI, Cayman, Guernsey and Jersey. As such we are ideally placed to advise clients on the appropriate jurisdiction to best suit their needs. Clients tell us that our people, client relationship development approach and highly responsive client service sets us apart from other offshore law firms as we command a very good commercial understanding of their business needs. We recognise the importance to clients of the consistent delivery of a highly responsive, commercial client service and attention to detail. Through a combination of our legal teams and Ogier Fiduciary Services we are able to provide both the initial legal advice and structuring and also the on-going administration for funds, trusts, SPVs and other structures. 8 www.ogier.com
Award-winning legal teams Why use Ogier? Below are a few of the key benefits of working with Ogier: Seamless, integrated offshore legal and offshore and onshore administration services Highly responsive and consistent client service Fast access to a range of offshore structuring options through Ogier s international network Award-winning legal teams Track record and experience: we act for all of the top 25 global law firms and 17 of the top 25 global banks Dedicated client relationship partners in each jurisdiction Accessible, flexible and commercial approach Tried and tested to deliver bespoke solutions based on clients needs. Contact Details For further information concerning Ogier s global Hotels and Resorts Team please contact: Jonathan Hughes +44 (0) 1534 504336 jonathan.hughes@ogier.com Nicholas Ward +44 (0) 1534 504244 nicholas.ward@ogier.com Offshore Solutions for Hotel and Resort Investment 9
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