Hospitality & Leisure

We believe that the modern hospitality industry is a global business, and clients demand an internationally commercial perspective. We recognize that the hospitality and leisure sector is a rapidly expanding industry that raises a multitude of complex and diverse legal issues.

Squire Sanders provides extensive services to the hospitality and leisure industry worldwide. Our clients include:

Closely held businesses Entrepreneurs Franchisors and franchisees Financial institutions

Individual and institutional investors Multinational corporations Public bodies Real estate investment trusts (REITs)

We advise clients on the entire range of hospitality and leisure projects including:

Hotels, resorts and spas Condo hotels Convention centers and conference facilities Snow-skiing facilities Golf courses

Private clubs Timeshares or fractional ownerships Restaurants and pubs Casinos including gaming licenses (both remote and terrestrial)

Areas of Expertise

Acquisition and Development

With experience in all facets of the acquisition and development of hospital and leisure properties, we assist clients with:

Antitrust and regulatory compliance Environmental issues Real estate and construction matters Service mark and trademark protection Tax matters

Franchise and management company issues Liquor and business licensing Collective bargaining, employee training, retirement and other labor and employment considerations Procurement

Structuring and Financing

We identify and help clients implement optimal ownership and financing structures for their projects and portfolios and the most advantageous domestic and international tax strategies for each structure including:

Antitrust and regulatory Equity investments Ground leases Joint ventures Construction financing

Securitized financing Syndication financing Mezzanine financing Governmental financing

Operations

We counsel hospitality and leisure clients on the critical issues of property management and operation such as franchising, marketing, centralized services, outsourcing, booking and facility access arrangements, rental and employment agreements, and hotel consolidation matters.

Cross-Border Deals

By drawing on our global expertise and offices, we help clients structure and close the most complex international transactions. Clients turn to us for advice on:

International and domestic tax issues Corporate law Environmental and energy law International negotiations

Working with regulators Structuring payment of management, incentive, license and centralized services fees to legitimately minimize local taxation

REIT Transactions

We have advised REITs since their inception and now help clients structure them around the world. We have assisted with everything from selling and acquiring assets to establishing operating entities, structuring single- and multi-secured financing, and elucidating the day-to-day tax issues that distinguish REITs from other public companies. Our team includes former in-house counsel to major real estate companies who provide pragmatic advice on the special issues REITs confront.

Public and Private Partnerships

We assist hospitality and leisure clients with the often highly charged issues specific to public finance such as structuring project financing involving governmental funds, obtaining and maximizing the impact of public funds, procurement regulations, leveraging private investment and reducing borrowing costs. Our clients have sought and used public financing for a variety of projects including:

Convention centers Resorts Museums Hotels Sports arenas

Theaters Mixed-use projects Redevelopment or regeneration projects

Hotels With Condominium/Residential Structures and Components

We help developers and operators with all aspects of the complex transactions associated with hotel condominiums and hybrid condo hotels. Our services include structuring and documenting:

Management contracts Condominium marketing and rental and license agreements Financing documents Covenants, conditions and restrictions

Rental eligibility applications Rental agreements Securities issues associated with sales and marketing programs

Workouts

We represent hospitality and leisure clients as debtors’ counsel, creditors’ counsel, creditors’ committee counsel and acquirers’ counsel. We guide clients through bankruptcy, insolvency and reorganizations while protecting their interests, maintaining their control over the process and assets, and maximizing their realization from the asset. In addition, we have assisted clients with the acquisition and restructuring of casinos and resorts in distress or bankruptcy.

Practice Expertise

• Medical Tourism
• Real Estate Restructuring & Workouts

Representative Experience

• Serving as Dominican counsel to Bear Stearns in connection with the issuance by Cap Cana Resort of US$250 million of senior secured notes. The seven-year amortizing bonds will bear interest at a fixed annual rate of 9.625 percent, and proceeds will be used to accelerate construction of the first phase of development of the resort project. Covering an area twice the size of Manhattan, Cap Cana is a multi-use luxury resort located next to the Punta Cana International Airport on the easternmost tip of the Dominican Republic. When completed, it will offer five championship golf courses, three of which will carry the Jack Nicklaus imprimatur. It will also boast one of the Caribbean’s largest inland marinas, with 250 slips to accommodate yachts up to 250 feet. Projected total investment is US$1.5 billion. The deal was named a LatinLawyer Deal of the Year 2006.
• Advising Amtel Properties Development, a Russia-based property development group, in its joint venture with a major international hotel developer to introduce a new hotel brand to Russia in a project involving an investment of US$125 million.
• Representing one of the world's largest hotel and leisure companies in connection with a seven-year, multimillion-dollar technology outsourcing agreement between our client and a worldwide technology solutions provider to build a new global reservation system. The system was expected to greatly improve functionality and to save our client millions of dollars annually on its technology operating costs.
• Representing a global company with a network of luxury and business hotels around the world in the formation of an operational and investment joint venture with a European hotels group for properties to be operated under our client's brand name.