Hotels and hospitality - Our global experience
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Financial institutions Energy Infrastructure, mining and commodities Transport Technology and innovation Life sciences and healthcare Hotels and hospitality Our global experience
Norton Rose Fulbright Norton Rose Fulbright is a global legal practice. We provide the world’s pre-eminent corporations and financial institutions with a full business law service. We have more than 3800 lawyers based in over 50 cities across Europe, the United States, Canada, Latin America, Asia, Australia, Africa, the Middle East and Central Asia. Recognized for our industry focus, we are strong across all the key industry sectors: financial institutions; energy; infrastructure, mining and commodities; transport; technology and innovation; and life sciences and healthcare. Wherever we are, we operate in accordance with our global business principles of quality, unity and integrity. We aim to provide the highest possible standard of legal service in each of our offices and to maintain that level of quality at every point of contact. Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz Inc) and Fulbright & Jaworski LLP, each of which is a separate legal entity, are members (‘the Norton Rose Fulbright members’) of Norton Rose Fulbright Verein, a Swiss Verein. Norton Rose Fulbright Verein helps coordinate the activities of the Norton Rose Fulbright members but does not itself provide legal services to clients. More than 50 locations, including Houston, London, Toronto, Hong Kong, Singapore, Sydney, Johannesburg, Dubai. Attorney advertising References to ‘Norton Rose Fulbright’, ‘the law firm’, and ‘legal practice’ are to one or more of the Norton Rose Fulbright members or to one of their respective affiliates (together ‘Norton Rose Fulbright entity/entities’). Save that exclusively for the purposes of compliance with US bar rules, where Robert Harrell will be responsible for the content of this publication, no individual who is a member, partner, shareholder, director, employee or consultant of, in or to any Norton Rose Fulbright entity (whether or not such individual is described as a ‘partner’) accepts or assumes responsibility, or has any liability, to any person in respect of this communication. Any reference to a partner or director is to a member, employee or consultant with equivalent standing and qualifications of the relevant Norton Rose Fulbright entity. The purpose of this communication is to provide information as to developments in the law. It does not contain a full analysis of the law nor does it constitute an opinion of any Norton Rose Fulbright entity on the points of law discussed. You must take specific legal advice on any particular matter which concerns you. If you require any advice or further information, please speak to your usual contact at Norton Rose Fulbright. © Norton Rose Fulbright LLP NR16634 09/13 (UK) Extracts may be copied provided their source is acknowledged.
Introduction
Our global legal practice is highly experienced in all aspects of
the hotel industry. We advise hotel owners, developers, private
financiers, banks and many of the world’s top hotel operators
on all aspects of their hotel projects.
Through our extensive global platform of lawyers we are able to provide a co-ordinated legal
service catering to all aspects of our clients’ legal needs – from a single project boutique hotel
development, to a multi-jurisdictional hotel portfolio acquisition.
Our previous track record in hotel work has not only given us insight into the often complex
legal requirements of the hotel industry, but has also enabled us to build an in-depth
understanding of the commercial and practical aspects of our clients’ business.
Internally, we continue to develop our hospitality sector know-how, legal training and market
knowledge dissemination for the commercial benefit of our clients. Our global offices can
offer you the skills and experience required by a growing and diversified business.
Contents
Hotel development 04
Owners and operators 06
Construction 08
Financing 10
Corporate and commercial 12
Mergers and acquisitions 14
Joint ventures 16
Dispute resolution 18
Intellectual property 20
Global resources 23Hotels and hospitality – Our global experience
Hotel development
We understand the importance of providing our clients with prompt,
clear and comprehensive legal advice which covers every aspect of their
proposed development. Our real estate teams work closely with our highly
regarded environmental, planning and construction teams to make sure
that every aspect of a proposed development is fully catered for.
We are able to offer our clients the choice of having one or two key
relationship partners to oversee and co-ordinate all aspects of a project to
assist on cost efficiency, consistency and deliver a quality assurance on
every element of legal advice provided.
We advised CapitaLand on the We advised the owner on the We advised Alliances Développement
development and sale of a US$750 development and management Immobilier, a local developer, on
million mixed-use district centre, contract of a five-star hotel on the renegotiating a development contract
Raffles City in the prestigious Bahrain Jeddah Corniche, Kingdom of Saudi entered into with Risma (a subsidiary
Bay This included the development Arabia. of Accord) to build the Sofitel hotel, in
of a condominium regime, serviced Casablanca, Morocco.
apartment agreements, licensing We advised the landowner on the
issues, land acquisition and financing. development and operation of a We advised a large regional developer
five-star hotel in Cairo, Egypt, with on a landmark mixed-use development
We advised a Dubai property developer associated leisure and serviced in Nairobi, Kenya, comprising
in relation to the appointment of apartments, including negotiation of all residential apartments, a hotel, retail
an internationally renowned hotel documentation with the hotel operator. and leisure facilities.
provider to operate approximately 260
luxury serviced residences in Nigeria, We advised the developer in connection We advised Brookfield Multiplex in
including advice on the sale and with the sale of an ownership interest relation to the liquor licensing regime
leaseback to the developer in order to in the former Four Seasons Hotel in at its Portside Wharf development,
protect the appointment of the hotel Montreal to Four Seasons and the part of the larger rejuvenation of the
operator. negotiation of a management contract Hamilton frontage to the Brisbane
with Four Seasons. River.
We advised the developer in relation
to a resort and mixed facilities project We assisted CDG Dev/CGI, a subsidiary We advised a local developer in the
on Curtis Island off the Queensland of the Moroccan institution Caisse des construction, management and
coast. This involves leasehold tenure Dépôts et de Gestion, in developing operation of a proposed five-star hotel
and structuring of owners associations, the 500 million MAD Casablanca and spa in Ulaanbaatar, Mongolia. We
leasing and services agreements, marina and hotel, which will be built provided detailed advice on the term
resort operator and infrastructure overlooking the Atlantic ocean. sheets, technical services agreement
agreements, and sales documents. and management agreement proposed
by the international hotel operator,
and we led negotiations with the hotel
operator on behalf of the developer.
04 Norton Rose Fulbright – September 2013Hotel development
We acted for the development We acted for Kerzner International We advised an independent German
syndicate for Metacap, Empire Square Limited on its proposals to develop and developer in relation to new hotel
– a 77-storey mixed-use building in operate a US$350 million casino and developments, acquisitions and
the Brisbane central business district, hotel resort at the Millennium Dome, financing of new hotel products. With
comprising branded apartments London. our assistance the client has succeeded
with a major hotel operator, a hotel in establishing the first Hampton by
component with the same operator We acted for One & Only on its Hilton hotel outside the USA. We are
and a commercial office space. We proposed UK developments. currently advising regarding new
developed the tenure structure for the developments in Dortmund and
site, all sales contract documentation We acted for the developer of a new Greifswald.
and handled the sales contract process Marriott Hotel, at Vilnius, Lithuania, on
using our contract management financing and construction. We advised Intrawest Inc. in connection
systems. with the acquisition, financing and
We advised Stone Creek Resorts Inc. development of the Station Mont
We advised the developer (SB in the set up of a vacation club and Tremblant four season destination
McLaughlin Group) in connection with related condo and zoning issues in resort in Mont-Tremblant Quebec.
the development of the Sheraton Centre Canada.
in Montreal.
We advised a Moroccan touristic
We advised Brisbane Airport investment fund with respect to the
Corporation on developing and leasing development and to the operation
the first “Airport City” hotel – the BAC (including the management
Novotel, Brisbane. We negotiated the agreements) of two hotels in Marrakech
development agreement and long- to be operated by Marriott and
term lease, which was unusual due Anantara.
to Brisbane Airport Corporation’s
leasehold tenure and the need to
involve the Federal Department of
Transport and Regional Services.
Norton Rose Fulbright – September 2013 05Hotels and hospitality – Our global experience
Owners and operators
We are experienced in acting for both hotel owners and hotel operators.
We can draft and provide advice on all aspects of hotel management
agreements, technical services agreements and centralised services
agreements, as well as structuring rental pooling and condominium
ownership agreements.
Having negotiated on both “sides of the table”, we are able to quickly
and efficiently focus on the issues that are of most importance to each
party, to cut through the noncritical information and focus on what
really matters.
We advised Mubadala Development We advised Dusit Thani Plc managing We advised Mandarin Oriental BV on
Company PJSC on hotel management and operating a proposed five-star negotiating, executing and performing
documentation, including technical Dusit Hotel on Hainan Island in the management agreement for the
services, trademark licensing, unit China. We provided detailed advice Mandarin Oriental Jnan Rahma Palace,
sales and association agreements, for on the term sheets, technical services currently under construction in
the Rosewood Hotel, Sowwah Island, agreement and management agreement Marrakech.
Abu Dhabi. proposed by the international hotel
operator, and we led negotiations on We advised The Indian Hotel Company
We advised on the precedent behalf of the hotel operator with the on their proposed new Taj Hotel
hotel apartment lease for the local developer. development in Dubai.
Intercontinental Residence Suites in
Dubai. We advised Golden Leaf Hotels and We advised Hotel Exploitatie
Residences in Frankfurt, Stuttgart and Maatschappij (The Dylan), in the
We advised a local sub-developer Munich on all aspects of its business Netherlands on several areas of its
on structuring the ownership and operation, including the sale and business operation, including the
management agreements for six hotel acquisition of real estate or shares in acquisition of an adjacent property,
apartment properties in Dubai. operation companies, negotiation of zoning and planning and employment
lease and management agreements, issues.
We advised Viceroy in relation to the and litigation in relation to leases and/
development and operation of a hotel or real issues such as construction We advised Amstel Hotel Maatschappij,
and hotel apartments on the Palm agreements or necessary permits. the operator of the Intercontinental
Jumeirah in Dubai. This included Amstel Amsterdam hotel in the
advice on the hotel management Netherlands, on the operation of
documentation, land ownership and its business, including advice on
how Viceroy may secure its interest construction law and administrative
in the continued management of the law issues.
development under Dubai’s strata title
regime.
06 Norton Rose Fulbright – September 2013Owners and operators
We advised Commerz Real on the £50 We are acting for Guoco Group Limited, We advised a property owner of a hotel
million development and forward an investment holding company with in Almaty, Kazakhstan in negotiation of
funding of two Accor Hotels on operations and investments throughout hotel management agreement with the
Blackfriars Bridge Road London SE1. Asia and in Europe. Hilton Group of Companies.
We advised Crocus Group on the We acted for Juniper, in providing We advised on the negotiation and
management contract for the world’s advice on its management rights conclusion of agreements with
biggest 1,000-bedroom Holiday Inn operations for Palm Cove and other Starwood for the establishment of both
hotel in Moscow with Intercontinental North Queensland resort properties a five-star Westin Hotel operation and
Hotels Group. This involved an (where it retains ownership of branded Westin Residences operation
investment of more than US$100 the assets) and providing advice in a Brisbane CBD project.
million from the Crocus Group. Work on operating agreements and
is due to start on building the hotel arrangements with the on site operator.
in 2011 in Crocus City in the rapidly
developing Krasnogorsk area of We advised Fairmont Resort Properties
Moscow. Ltd., the developer/ operator of Lake
Okanagan Resort in connection with
We advised a large regional real estate the purchase and management of the
company on its proposed portfolio of resort.
serviced apartment buildings in Sports
City, Dubai. This included negotiating We advised Sheraton in connection
all documentation with the serviced with its management contract for
apartments operator. the property following the sale of the
Sheraton Centre in Montreal.
We acted for Rezidor in the setting up
of the two Radisson Hotels in South
Africa.
Norton Rose Fulbright – September 2013 07Hotels and hospitality – Our global experience
Construction
Our construction team provides full support throughout the lifecycle of
a project from initial inception and planning, through tendering, tender
evaluation, contract award, construction and operation. If a project so
demands, our construction lawyers can act as the fulcrum connecting
each and every aspect of the design, planning and construction elements
and can be the key link between each professional adviser.
We are able to advise on both bespoke and industry standard forms of
contract including FIDIC and NEC.
We advised Saudi Oger on the EPC We advised the contractor of We advised Multiplex GCC Holdings on
contract for phase one of the Abu Palm Canal Towers, Dubai on the the design and construction of the Four
Dhabi Financial Centre, which construction contract for two multi- Season Hotel in Bahrain Bay, which
covered the construction of a stock storey buildings, which form part of the will be the area’s tallest building.
exchange building, four office towers Dubai Waterfront Development.
and a business hotel, including land We advised a Middle East joint venture
reclamation, dredging and a new We advised the developer of Durrat on a four-tower development of
bridge. Khaleej Al Bahrain on all aspects of residential, hotel and office space on
this 20 square kilometre mixed-use two plots of land adjacent to Bahrain’s
We advised Mubadala Development real estate development in Bahrain, mega mall known as “City Centre
Company PJSC on the AED 800 million including the concession agreements Mall”. The value of the development is
contract for the Rosewood Hotel, to for desalinated water and ICT services, US$340 million.
be developed on Al Maryah Island in golf course design and management
Abu Dhabi. The development covers contracts as well as construction We advised a local developer on Wadi
a five-star hotel with 189 rooms and contracts and consultancy agreements. Al Buhair, a 180-hectare master-
139 serviced apartments, shops and a planned residential development
health club and spa. We advised First Kuwait Al Seef Real comprising 2000 ultra-luxury villas on
Estate Development on a five-tower a unique greenfield site in Bahrain. The
We acted for the claimant contractor development in the Seef district value of the development is in excess of
in an £8 million claim for extensions consisting of hotel, residential and US$500 million.
of time and loss and expense on the office accommodation.
construction of the Blackfriars House We advised a privately held
Hotel in central London. We acted for Hudson Advisors GmbH international company holding
on a dispute over construction defects significant hotel, restaurant and travel
in Bayernpost, a new five-star hotel in interests in relation to the review of
Munich. its construction contracts for various
remodelling projects in Canada.
We acted for Oriel Leisure Limited on
its acquisition/construction of new
Travelodge hotels.
08 Norton Rose Fulbright – September 2013Construction
We advised Dalkia Bahrain on the We acted for a Queensland based We acted for the developer in relation to
design, construction and operation of development company and constructor the financing and construction of a new
district cooling facility at the Al Areen in undertaking development of a Marriott Hotel at Vilnius, Lithuania.
Desert & Spa Resort development, serviced apartment complex in Japan
which included drafting and (Alpen Ridge at Niseko) including We advised Hilton, Queensland, the
negotiating a 25-year private utility complete structuring of Management development manager of Brookfield
concession agreement. Association for the Project and Multiplex, on the development and
apartment management operation construction of the AU$700 million
We advised CapitaLand on building under a management rights operation. Hilton Hotel complex at Surfers
and selling various components of the Paradise in Queensland.
district centre in Bahrain Bay. We advised a planning and
construction services company in
We advised a contractor in Jabal negotiations for the purchase of
Omar, Kingdom of Saudi Arabia on promissory notes relating to the Drake
an engineering, procurement and Hotel.
construction contract based on the
FIDIC Red Book, to build six hotels and We advised on the construction and
a number of residential towers plus lease for hotels in the Disneyland
associated infrastructure for a large Paris resort site. We represented the
mixed- use development in Mecca. developer of a 500-bed Gilligan’s
Resort & Hotel facility in Cairns,
We advised Farglory on the Australia from concept and design
construction documentation in relation through to the construction stage and
to the development of four plots on Al now its operation and subsequent
Maryah Island in Abu Dhabi, including lease to a resort operator. We provided
the construction of a hotel. property, planning, liquor and gaming
advice, securing relevant development
approvals, and general commercial
advice regarding ongoing operations of
the hotel and resort.
Norton Rose Fulbright – September 2013 09Hotels and hospitality – Our global experience
Financing
In emerging markets it is likely that a hotel will be purpose built or, in
established markets, that substantial refurbishment will be required. In an
uncertain financial climate, alternative financing and capital raising may
be needed to cover the costs of construction/refurbishment. Flexibility for
alternative methods of financing needs to be assured when the project/
management documentation is prepared.
Our finance teams can advise on all aspects of raising finance, from
conventional debt financing to Shariah-compliant sale and leaseback
structures.
We advised Emaar Properties in We advised Attijariwafa Bank in the We advised Bank of Ayudha on the Thai
relation to a US$500 million syndicated context of the conclusion of a 248 Baht 1,500 million term loan facilities
loan facility for the financing of the million MAD credit facility agreement and Thai Baht 50 million working
construction of Emaar Square - a with Risma (subsidiary of Accord) for capital facilities granted to The Evason
US$2 billion mixed use residential the financing of the development and Phuket Limited for the purposes of
and commercial development in the the operation of the Accord brand refinancing, renovation and operation
Űskűdar district in Istanbul, including hotels in Morocco. of the Evason Phuket Resort & Six
a hotel to be operated under Emaar’s Senses Spa.
‘The Address’ brand. We advised HSBC Bank plc on a
secured term loan to Samosir Limited We advised Brisbane-based finance and
We advised Al Waab City WLL on its to finance Samosir’s purchase of the banking corporation Suncorp Metway
US$1.3 billion fund-raising to build Howard Hotel at Temple Place in Limited on a number of major hotel
and operate a mixed-use development London. and resort financing transactions in
in Qatar, including a luxury hotel, Australia.
known as “Al Waab City”. We advised Thistle Hotels (Guoman
Hotels) on the £185 million sale and We advised Investec on the $10 million
We advised Mubadala Development leaseback of six Thistle hotels located financing for the development of
Company PJSC on a US$31 million in London and Scotland. Mildura Marina Hotel and marina, the
loan facility to Vagaru Holding PvT largest inland waterway development
Ltd to develop and operate the Viceroy We advised Hanover International in Australia.
Maldives Resort, Vagaru Island, a plc on the acquisition and financing
luxury hotel resort. of its extensive portfolio of hotels and We advised the Royal Bank of Scotland
residential conference centres in Europe. with respect to restructuring and
We advised BMCE Bank with respect refinancing of a hotels portfolio
to the negotiation and signature of the We advised Bank of Ayudhya on the operated by Radisson SAS formerly
financing documentation relating to Thai Baht 1,350 million term loan owned by the Group Partouche (major
the Royal Ranch Marrakech project. facilities and Thai Baht 50 million Casino operator in France) for an
working capital facilities granted to amount of approximately €75 million.
Soneva Kiri Resort Company Limited
for the construction of the Soneva Kiri
Resort in Thailand.
10 Norton Rose Fulbright – September 2013Financing
We advised for Eliades Leisure Limited concept and financing provided to We advised IFA Hotels & Resorts FZE
for the purpose of financing the licensees of the Holiday Inn Express as borrower in relation to the US$115
construction costs of a golf resort and brand in relation to the construction of million term loan facility provided
360 villas and luxury apartments in Holiday Inn Express hotels throughout by Standard Chartered Bank for the
Paphos, Cyprus. Ontario. development and operation of the
Fairmont Palm Jumeirah Hotel and
We advised the Cyprus arm of long- We advised on and negotiated the Resort in Dubai (the first development
standing client Alpha Bank A.E., as loan documents in connection with a financing to be completed in Dubai
lender in relation to a €3.6 million mezzanine loan, the proceeds of which following the global financial crisis).
facility to Rasna Limited and a €5.4 will be used for the development and
million facility to Greenville Bulgaria construction of a 47-story, 1,036 room We advised CDPQ Mortgage Investment
EOOD for the acquisition of land in four-Star hotel and convention center Corporation in connection with a
Sofia and a hotel complex managed by in downtown Austin, Texas. number of different hotel related
Park Inn Sofia. facilities, including a credit facility to
We advised on a proposed loan finance the renovations of the Hôtel Le
We advised an international lender agreement transaction for the Germain in Montréal, a credit facility
on the proposed financing for a new expansion of casino operations granted to Balmain Hotel Group LP to
Kempinski hotel in Accra, Ghana. and other entertainment venues refinance the debt of Hôtel Germain
in Mexico and related transfer of in Toronto and a credit facility to
We advised Chase Manhattan Bank on property matters; and the expansion of allow the construction of a multiple-
the proposed financing of the Radisson restaurant and entertainment business use building in Calgary, comprised of
Hotel in Moscow. interests into the United States. luxury condominium units, an hotel
and offices.
We advised the Business Development We acted as local counsel for the
Bank of Canada in respect of its owner of Atlantis The Palm Resort in We advised an international bank on
financing of various hotel construction Dubai in relation to its AED 3.5 billion the financing of and taking security
financing transactions throughout refinancing. over a luxury hotel being developed by
Canada, including financing provided a large regional developer and a high
to Le Group Germain in its development profile luxury goods brand.
and construction of the Alt Hotel
Norton Rose Fulbright – September 2013 11Hotels and hospitality – Our global experience
Corporate and commercial
Key players in the hotel industry require their lawyers to have a detailed
understanding of the corporate landscape in which they intend to operate
and to be able to advise on advertising and marketing agreements,
outsourcing, data protection, information technology and franchising.
This is particularly important in a large number of jurisdictions where
issues such as commercial licensing regimes, ownership restrictions,
local business customs, fees and taxation will all need to be thoroughly
explored. In many jurisdictions there is a gap between the “black letter
law” and what is applied in practice. We have the experience to identify
and deal with such issues.
We advised Starwood European Real We advised Lion Nathan on the We advised Park Plaza Hotels Limited,
Estate Finance Limited on its £228.5 restructuring and share sale of a owner, operator and franchisor of
million initial public offering on the 50-strong Victorian hotel portfolio. hotels in Europe and the Middle East,
London Stock Exchange, the largest on its migration from AIM to the
investment company initial public We advised a European airline on standard listing segment of the Official
offering of 2012. its loyalty scheme. This included List and to trading on the London Stock
negotiation and agreements with Exchange plc’s main market for listed
We advised a significant MENA private a number of product and service securities.
equity company on establishing a fund suppliers, including hotel operators,
which will focus on Shariah-compliant car hire companies, luxury goods We advised CDG in relation to the
hospitality investments in the MENASA providers and a financial services negotiation with Club Med of operating
region. company. contracts concerning the development
of new vacation villages in Marrakech
We advised Maroc Hotels & Villages We advised on the acquisition and (and the development of a programme
in commercialising the resort funding of The Gloucester Hotel, of “luxury” villages), and the creation
development area of “Aguedal” located London by C2L Hotels Limited from of a common investment fund focusing
in Marrakech, Morocco. Rank Hotels Limited. in real property investments to be used
for the purpose of tourism in Morocco.
We advised MFS Group on the We advised a Qatari real estate
acquisition of the Sheraton Mirage investment fund on the creation of a We advised Warwick International
Hotel Resort, Port Douglas and all fund to hold hospitality assets. Hotels on their worldwide insurance
associated facilities and the Sheraton programme. We have pursued coverage
Mirage Resort Gold Coast in Australia. We advised the International claims and advised on claims against
We advised on all aspects of the hotel, Professional Services Organisation on insurers and Warwick’s brokers.
including intellectual property rights, the outsourcing of its global voice and
licensing and management agreements. data communications network covering
200 sites across more than 80 countries
We advised Grand Hotel Group in to a virtual network operator.
Australia on a US$100 million portfolio
sale of nine hotels.
12 Norton Rose Fulbright – September 2013Corporate and commercial
We advised The First Group on its We advised the Seigniory Club in We advised a hotel chain in setting up a
acquisition of the Metro Grand Central connection with its long term contract scheme for the purposes of combating
Hotel building in Dubai. This took with Canadian Pacific Hotels (now weekend vacancy rates at their facilities
place during the construction phase Fairmont Hotels) for the club members in South Africa.
with the seller taking responsibility for to have access and the right to use
completing the works. the resort facilities of the Chateau We advised a major multinational
Montebello four season resort in organisation on four separate
We assisted private investors on their Montebello QC. outsourcings of its data centre and
acquisition of a Castel (Chateau Bel Air) networks, business critical application
for €2.8 million to be renovated as a We advised Rimrock Resort Hotel hosting, offshore application
boutique hotel and golf resort. and Banff Springs Hotel in Alberta on maintenance and development and
numerous hotel matters. payroll services to different suppliers
We advised the Landmark Hotel Group over a three year period and all related
on its acquisition of the Royal Lancaster We advised a top hotel group on the intragroup arrangements.
Hotel, London and, separately, its implications related to refurbishment
acquisition and financing of The and disposal of a Parisian hotel
Landmark, London and K-West, London classified as an historic monument.
(formerly the Kensington Hotel).
We advised InterContinental Hotels and
We advised an international hotel its predecessors Six Continents Hotels,
chain on a competition law dispute Bass Hotels and Southern Pacific Hotels
with arrival hotel operator and the in relation to licensing requirements
airport operator where the hotels are and obtaining approvals from licensing
based. This was over an alleged anti- authorities of management agreements
competitive agreement between the including court proceedings
rival hotel operator and the airport regarding the validity of management
operator and the alleged abuse of agreements.
dominant position by the airport
operator in discriminating in favour of
our client’s rival hotel operator.
Norton Rose Fulbright – September 2013 13Hotels and hospitality – Our global experience
Mergers and acquisitions
Our corporate teams offer a full service covering all legal aspects of
M&A transactions. In recent years we have also developed a suite of
M&A-related products which address clients’ key concerns in relation
to the M&A process, in particular in the areas of risk identification and
management in due diligence, cost management and certainty in the
wider M&A process.
Our real estate teams take the lead on the acquisition and disposal of
properties and involve corporate, construction, employment, tax and
other skilled teams to support this process. We offer a number of means
of reporting, from full certificates of title, to overview reports on key real
estate issues where portfolio acquisitions are contemplated.
We advised the controlling shareholder We acted on ITT Sheraton’s acquisition We advised the Bank of Scotland and
(Issy Sharp) in the sale/privatization of of hotels from Marriott UK Holdings Hanover International Plc for their
Four Seasons Inc. Limited. acquisition and funding of Park Royal
International Hotel, Warrington.
We advised a group of Bahraini We advised Al Faisal Holding Company,
investors on the acquisition of a hotel one of Qatar’s largest private groups, on We advised Swire Hotels, Europe on
building in Dubai containing 126 its purchase of the W Hotel in London the acquisition of three boutique hotels
serviced apartments. from Northern Irish developer McAleer from the Alias Group.
& Rushe for just under £200 million
We advised Mubadala Development with financing provided by Qatar We advised Mandarin Oriental
Company PJSC on buying a stake in National Bank. International Ltd (Hong Kong) when it
a company developing a resort on bought the Hyde Park Hotel, London
Vagaru Island, located in the Shaviyani We advised Hanover International Plc from Granada Group Plc.
Atoll, Republic of Maldives. We also on the US$33 million acquisition of
advised on related hotel management Andrew Weir Hotels Limited. We advised Chelsfield Properties Plc
arrangements. when it bought Westbury Hotels,
We advised Thistle Hotels Plc when it London and New York, from Granada
We advised GKI Resort (Tower bought central London’s largest hotel, Group Plc.
Holdings) on the acquisition of the the Cumberland Hotel, from the Royal
resort facilities on Great Keppel Bank of Scotland Plc under a complex We advised Comcrest Limited when it
Island including 181 room three- lease structure. bought The Regency Hotel.We advised
star accommodation facilities, bars, Park Plaza, Croatia when it bought 20
restaurants, gymnasium, golf course We advised the Imperial Hotel, Cork per cent stake in a portfolio of hotels
and other retail outlets. when it bought and subsequently and apartments. The majority interest
sold the Imperial Hotel from Bridgend was owned by a fund managed by
We advised the Great Eagle Hotel Group Group Plc. Goldman Sachs. We advised on related
on its acquisition of The Langham long-term management agreements.
Hilton. We advised on the acquisition and
funding of the Kensington Hotel,
London by The Landmark Group.
14 Norton Rose Fulbright – September 2013Mergers and acquisitions
We advised MFS in the $175 million We advised Starwood Hotels and We advised the Intercontinental Hotels
acquisition of the Sheraton Mirage Resorts Worldwide in its acquisition Group in the Netherlands on the sale
Hotel Resort, Port Douglas, and its of a significant interest in the W Hotel of its Holiday Inn hotel business in
associated facilities, and the Sheraton in Montreal through a partnership Eindhoven.
Mirage Hotel Resort Gold Coast in with Caisse de dépôt et placement du
Australia. Québec. We advised one of the owners on the
share purchase agreement for the
We advised Park Plaza Hotels on its We advised Fattal Group on the hotel Crowne Plaza City Centre in
central London portfolio, including the purchase of a German GmbH & Co. KG Amsterdam.
acquisition of Marlbray Limited, the under the condition precedent that
owner of the Park Plaza Westminster specific properties, including a listed We advised Queenco Leisure
Bridge. We also advised on its financing building purchased by the KG and a International Ltd on the offer it made
from Bank Hapoalim of the Crowne 350-room four-star hotel (Leonardo with certain other shareholders of
Plaza City Centre hotel. Royal Hotel, Berlin, Germany), are 7,932,698 shares in the form of GDRs.
reconstructed and a 427-room four-star We also advised on the admission of
We advised the Goodwood Park Hotel hotel (Leonardo Royal Hotel, Munich, the GDRs to trading on the London
Company on its acquisition of the Royal Germany) is constructed. Stock Exchange.
Garden Hotel.
We advised Park Plaza Ltd. on all their We advised Cypriot investment
We advised Sunflower Management hotel operation and management company Yianis Group on its due
GmbH & Co. KG on a hotel lease activities in Germany including diligence and acquisition of a major
agreement and an option to purchase extension of the brand by opening new hotel located on the beachfront in
all shares in the hotel property owner hotels at several locations in Germany, Cannes.
(Hotel Zenettiplatz, Munich, Germany). as well as new franchise agreements.
We advised Intercontinental Hotels We advised one of the key hotel and
Group in connection with its leisure companies in the world on an
acquisition of a 50% interest in the acquisition of the Westin La Cantera
Intercontinental Hotel property in Resort & Hotel, San Antonio.
Montreal.
Norton Rose Fulbright – September 2013 15Hotels and hospitality – Our global experience
Joint ventures
We recognise the importance of strategic joint ventures in doing business
whether in new markets, new product areas, or with strategic partners to
deliver new projects. We advise on all the legal issues during the lifetime
of a joint venture: its formation, evolution and break-up (amicable or
contested) and we understand the drivers which may affect an acquisition
by a joint venture vehicle.
We advised Mubadala Development We advised the German hotel group, We advised Nakheel on its joint venture
Company PJSC on its joint venture with Wellness Hotels, on a joint venture and with Busch Entertainment Corporation
Kor Hotel group to develop and operate long-term lease. to create the ‘Worlds of Discovery’ on
ultra-luxury hotels in the MENA region. The Palm Jebel Ali. This is designed to
Our advice included the negotiation We advised an international investor include four theme parks, SeaWorld,
of standard form hotel management on a joint venture, a development Busch Gardens, Discovery Cove and,
documentation. agreement and acquisition agreements the BEC’s newest theme park brand,
to buy a site to develop a mixed-use Aquatica, SeaWorld’s water park.
We advised TFG Real Estate LLC on hotel and leisure facility on The Palm We also advised on the intellectual
an unincorporated development joint Jumeirah, Dubai. property, operating leases and
venture for a luxury five-star hotel in associated property elements.
Nairobi, Kenya. We advised Lion Nathan on a joint
venture to establish “Mustang Bar” We advised a developer on setting up
We advised Mubadala Development themed hotels in Queensland, a property development joint venture
Company PJSC on its joint venture with Australia. in Oman for two separate sites, one of
Majid Al Futtaim Investments LLC of which was classed as an integrated
Dubai to develop and operate a mixed- We advised an investor on a US$800 tourist complex, which benefited from
use development including hotels. million joint venture with an a different land ownership regime.
established Las Vegas casino to build
We established and advised on a joint and operate a flagship casino in Macau, We advised a lender on creating
venture between Blackstone Real Estate S.A.R., China. and securing the financial structure
Acquisitions, Colony Capital and Accor relating to a joint venture hotel in close
for the £320 million acquisition and proximity to the largest airport in South
financing of the Vivendi hotel portfolio Africa.
in France.
16 Norton Rose Fulbright – September 2013Joint ventures
We advised Ms Pansy Ho, daughter of We advised Intrawest Inc. in connection
Asia gaming mogul Dr Stanley Ho, on with the joint venture development
her joint venture with MGM Mirage to and financing agreements for the
build and operate a hotel and casino Fairmont Chateau Mont Tremblant
development in Macau, S.A.R., China and negotiation of the management
and on the negotiation of applicable agreement with Canadian Pacific
hotel management arrangements. Hotels (now Fairmont Hotels).
We advised private equity providers, We advised client on a proposed equity
Orion Capital, on their joint venture investment in a joint venture to develop
with the Marriott Vacation Club a hotel in Harlem, New York City.
International and the related
acquisition of 47 Park Street in We advised on setting up a joint
London’s West End for use as a Marriott venture in the Netherlands and indirect
Grand Residence Club. acquisition of almost 50 per cent in
two Russian companies owning and
We advised Le Groupe Germain in operating a hotel of international brand
joint venture projects relating to the and a business center.
construction, financing and operation
of certain multi-use developments in
the Provinces of Ontario and Alberta,
including the Hotel Le Germain Calgary.
Norton Rose Fulbright – September 2013 17Hotels and hospitality – Our global experience
Dispute resolution
Our team is experienced in all areas of international dispute resolution –
litigation, arbitration and means of alternative dispute resolution, such as
mediation. Where we do not have rights of audience, we work with highly
regarded local advocates to check that the dispute resolution process is
managed efficiently.
We regularly advise on dispute avoidance and risk management, the
choice of the appropriate dispute resolution procedure and conducting or
supporting commercial settlement negotiations.
We work as an integrated team with our transactional lawyers so that
contracts are drafted so as to minimise the risk of disputes and, if disputes
do arise, they contain robust dispute resolution mechanisms that avoid
escalation of disputes to full-blown court or arbitral proceedings.
We advised an international We advised a plot owner, one of the We advised a top international hotel
project management company on a largest local construction companies, chain on a competition law dispute
multimillion dollar dispute concerning on a potential dispute with the master with a rival hotel operator and the
an infrastructure and hotel project in community developer in respect of airport operator where the hotels are
Bahrain. The dispute involves Bahraini the ownership of the plot and its based. This was over an alleged anti-
proceedings and an ICC arbitration. development as a five-star hotel. competitive agreement between the
rival hotel operator and the airport
We advised a major Dubai based We advised Landmark Group on operator, and the alleged abuse of
developer as respondent in a DIAC several disputes with a major dominant position by the airport
arbitration with a contractor. The Chinese developer before the China operator.
dispute was over amounts allegedly International Economic and Trade
due under a contract relating to a Arbitration Commission. We advised Choice Hotels in managing
high-profile project in Dubai. The all disputes arising from the Choice
approximate value of the dispute is We advised a Bahraini joint venture Hotels franchisee network in France.
AED23 million. company on disputes with two Our work included advice on contracts,
developers after it terminated royalty collection, compliance of
We advised in relation to all liability construction agreements for projects hotel fittings, leases and capital lease,
issues in relation to the JLT Hotel (including a hotel) in Bahrain with a network disruption, breach of franchisor
Insurance scheme. This has involved combined value of over US$45 million. obligations and post-disposal disputes.
acting for over 100 hotels in the
scheme. We advised on an internal investigation We advised a global hotel operator on
into financial irregularities and potential claims arising out of a large
We advised the receiver on the related systemic issues for a major project located in Hong Kong.
realization of a hotel property in international hotel group. This resulted
Edmonton, Alberta. in individuals being sanctioned, We advised KLC Real Estate
a restatement of accounts and the Holding, Serbia, in a dispute over a
tightening of systems and controls. shareholder’s agreement to develop
and manage a luxury five-star Serbian
hotel, which involved a major luxury
hotel company.
18 Norton Rose Fulbright – September 2013Dispute resolution
We advised one of the largest local We advised a listed real estate We advised the Novotel Group on
construction companies on the real company on a dispute about our the imposition of blanket regulation
estate aspects of the restructuring client’s termination of a US$20 million restrictions by the Queensland
of US$9 billion liabilities under consultancy service agreement with an government on the resort’s trading
syndicated and bilateral loan facilities engineering company to work on a high operations, curtailing its ability to host
and derivative transactions, including profile hotel construction in Bahrain. corporate functions, conferences and
the group’s extensive hospitality assets seminars.
in the UAE. We advised the owner and developer of
the new Brighton Leisure Complex. Our We advised a contractor, bringing an
We advised Westbridge Europe, a work included bringing an adjudication adjudication claim for extension of
hospitality industry investment fund claim for defective design and build time and non-payment of an interim
and owner of Holiday Inn’s Hotel De against the architect and contractor. payment relating to a JCT 81 design
Boelelaan and Crowne Plaza Hotel This was a tri-partite adjudication and build contract for a hotel. The
Amsterdam, on a dispute over the conducted under the TeCSA rules adjudication was conducted under the
ownership of co-generators installed on (amended by contract). JCT Rules.
the hotels’ rooftops.
We advised Eikon Real Estate LP on
We advised KLC Real Estate Holding Inc a dispute which has arisen under a
on a potential ICC case over a dispute Share-Purchase Agreement (the SPA)
over a shareholders’ agreement. between the parties who created a joint
This related to the development of venture to build a hotel complex on
a luxury hotel in Croatia. We also a Greek island. One of the investors
advised on what steps can be taken to failed to provide all the necessary
obtain security for our client’s claim contributions agreed. We advised on
in Croatia. After commencing ICC the rights and remedies of the company
arbitration proceedings, we managed to under the SPA or otherwise, and have
secure a settlement agreement on very been instructed to take any steps
favourable terms for our client. necessary to enforce any claim arising
under the SPA or otherwise. This
dispute may involve both High Court
litigation as well as LCIA Arbitration.
Norton Rose Fulbright – September 2013 19Hotels and hospitality – Our global experience
Intellectual property
We understand that the cornerstone to the protection of hotel operators’
business interests is the protection of their intellectual property (IP).
IP will be a key value driver for many of the projects with which hotel
operators are involved. Beyond hotel operations this may include hotel
resort partnerships and other franchising. Our experience helps hotel
operators protect their valuable interests when licensing their rights.
Our IP lawyers can also advise and support hotel operators in procuring
appropriate licences to use the valuable know-how developed by major
brand operators.
We advised Fairmont Hotels in relation We advised Nakheel, the real estate We advised Bavarian Bier Café,
with their trade-mark related matters, development arm of Dubai World, International, a group of bars and
including trade-mark litigation, the on a range of intellectual property restaurants, on global IP protection,
protection of the FAIRMONT brand in matters: trade mark issues relating to brand licensing, distribution,
Canada and the management of their The World island construction project; restaurant acquisitions, hospitality
trade-mark portfolio in Canada. licensing arrangements with Busch and events management, concession
Entertainment Corporation to develop arrangements, premises leasing and
We advised Mubadala Development the Seaworld Dubai, Aquatica, Busch liquor licensing.
Company PJSC on trade mark and Gardens and Discovery Cove theme
branding issues in developing a parks on The Palm Jebel Ali; and the We helped Gloria Jean’s Coffees
number of resorts with international proposed acquisition of the Oakley, Rip International with various issues on
hotel operators, including MGM Grand Curl and Tommy Bahamas distribution its network of cafés in 35 countries,
Abu Dhabi and Viceroy Abu Dhabi. and franchising rights for the UAE. including intellectual property creation
and protection strategies, international
We advised real estate and luxury resort We advised Dubai government-owned master franchising arrangements, trade
development business Saraya Holdings, property developer Brand Protection mark licensing, international terms
MENA on branding and licensing International to prevent misuse of its of trade, merchandising, distribution
agreements and its trade mark portfolio brand on the internet and in foreign and logistic agreements, privacy and
as part of a due diligence exercise. jurisdictions. data protection advice, compliance
with global regulation and laws, and
We advised Carnival Plc’s Cunard We advised a restaurant chain with international dispute resolution.
operation, the former owner of the over 300 locations on trademark
QE2 ocean liner, on trade mark and clearance and enforcement matters,
licensing in its US$100 million disposal including several lawsuits to enforce
of the QE2 ocean liner vessel to Dubai trademark and trade dress rights.
World.
20 Norton Rose Fulbright – September 2013Intellectual property
We advised Marriott International Inc.
on its Australian franchises, covering
negotiating and drafting agreements
for local operations as well as hotel gift
cards.
We advised The Swatch Group on
a range of commercial intellectual
property matters, including advice
on brand management, commercial
agreements and also contentious
intellectual property issues.
We advised on international trade
mark portfolio management services,
including clearance searches,
registrations, renewals, watching
services, oppositions and prosecutions,
for a range of international
corporations. These include Salvatore
Ferragamo, Toshiba, Australia Post and
Boost Juice.
Norton Rose Fulbright – September 2013 21Hotels and hospitality – Our global experience
Global resources
Norton Rose Fulbright is a global legal practice. We provide the world’s pre-eminent
corporations and financial institutions with a full business law service. We have more
than 3800 lawyers based in over 50 cities across Europe, the United States, Canada,
Latin America, Asia, Australia, Africa, the Middle East and Central Asia.
Our office locations
People worldwide Europe Canada Australia
7500
Amsterdam Moscow Calgary Brisbane
Athens Munich Montréal Canberra
Brussels Paris Ottawa Melbourne
Frankfurt Piraeus Québec Perth
Legal staff worldwide
3800
Hamburg Prague Toronto Sydney
London Rome
Milan Warsaw Latin America Africa
Bogotá Cape Town
Offices United States Caracas Casablanca
50+ Austin
Dallas
Denver
New York
Pittsburgh-
Southpointe
Asia
Bangkok
Dar es Salaam
Durban
Johannesburg
Key industry strengths Houston San Antonio Beijing
Financial institutions Los Angeles St Louis Hong Kong Middle East
Energy Minneapolis Washington DC Jakarta* Abu Dhabi
Infrastructure, mining and Shanghai Bahrain
commodities Singapore Dubai
Transport Tokyo Riyadh**
Technology and innovation
*Susandarini & Partners in Association with
Life sciences and healthcare Norton Rose Fulbright Australia **Mohammed Central Asia
Al-Ghamdi Law Firm in Association with
Fulbright & Jaworski LLP Almaty
22 Norton Rose Fulbright – September 2013Global resources
Contacts
We have experienced lawyers in the hospitality industry throughout our global practice.
If you have any queries please contact your usual Norton Rose Fulbright contact or any
of the partners below.
Asia Simon Sackman
Natalie Breen Partner
Senior Foreign Counsel Norton Rose Fulbright LLP
Norton Rose Fulbright (Asia) LLP Tel +44 207 444 3520
Tel +65 6224 5758 simon.sackman@nortonrosefulbright.com
natalie.breen@nortonrosefulbright.com
Latin America
Phillip John Glenn Faass
Partner Partner
Norton Rose Fulbright Hong Kong Norton Rose Fulbright Colombia S.A.S.
Tel +852 3405 2300 Tel +57 1 746 4608
phillip.john@nortonrosefulbright.com glenn.faass@nortonrosefulbright.com
Australia MENA region
Cameron Thomson Nick Clayson
Partner Partner
Norton Rose Fulbright Australia Norton Rose Fulbright (Middle East) LLP
Tel +61 2 9330 8186 Tel +971 50 553 3097
cameron.thomson@nortonrosefulbright.com nick.clayson@nortonrosefulbright.com
Tom Young South Africa
Partner Pieter Niehaus
Norton Rose Fulbright Australia Director
Tel +61 7 3414 2845 Norton Rose Fulbright South Africa
tom.young@nortonrosefulbright.com (incorporated as Deneys Reitz Inc)
Tel +27 11 685 8619
Canada pieter.niehaus@nortonrosefulbright.com
Patrick E. Kierans
Partner United States
Norton Rose Fulbright Canada LLP Douglas J. Danzig
Tel +1 416 216 3904 Partner
patrick.kierans@nortonrosefulbright.com Fulbright & Jaworski LLP
Tel +1 212 318 3136
Miguel Manzano douglas.danzig@nortonrosefulbright.com
Partner
Norton Rose Fulbright Canada LLP Jane Snoddy Smith
Tel +1 514 847 4813 Partner
miguel.manzano@nortonrosefulbright.com Fulbright & Jaworski LLP
Tel +1 512 536 5238
Europe jane.smith@nortonrosefulbright.com
Alan Bainbridge
Partner
Norton Rose Fulbright LLP
Tel +44 207 444 3279
alan.bainbridge.@nortonrosefulbright.com
Neil Biswas
Partner
Norton Rose Fulbright LLP
Tel +44 207 444 2199
neil.biswas@nortonrosefulbright.com
Norton Rose Fulbright – September 2013 23Law around the world nortonrosefulbright.com
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