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ホスピタリティ＆レジャー

Capital Formation, Joint Ventures, Equity & Debt Financing

We structure complex capital solutions that fund the acquisition, development, and repositioning of hospitality assets. From private equity joint ventures to institutional financing, our attorneys deliver the legal framework for successful project execution.

Key Capabilities:

  • Joint Venture Structuring – We form and negotiate joint ventures between developers, operators, investors, and brands, with tailored governance, capital contribution, and exit terms.
  • Equity & Mezzanine Financing – We advise on raising preferred equity, common equity, and mezzanine debt, helping clients layer capital for optimal flexibility and return.
  • Senior Loan & Construction Financing – Our team drafts and negotiates senior debt and construction loan agreements, working closely with lenders and borrowers to align terms with project milestones.
  • Fund Formation & Private Offerings – We assist in launching hospitality-focused real estate funds and private placement offerings, ensuring compliance with securities laws and investor protections.
  • Capital Stack Optimization – We advise on how to structure capital stacks to support asset acquisition or development, incorporating intercreditor agreements and risk mitigation.
  • Refinancing & Recapitalization Strategy – We guide clients through refinancing, restructuring, and recapitalizing hospitality assets to improve cash flow and reposition properties for market competitiveness.

代表的なクライアント

  • Advised a highly regulated third-party proposition player services business in the gambling industry as to redemption of unitholders, issuance of warrants, S corporation election and qualified small business stock considerations.
  • Assisted in multiple joint ventures between sponsors and institutional capital partners in connection with the development of mixed-use luxury hotel anchored projects over $100 million each; including multiple Ritz-Carlton anchored projects in Florida, Colorado, California, the Bahamas, and Turks and Caicos.
  • Assisted national non-bank lender with regulatory compliance and state licensing requirements.
  • Foley attorneys converted existing documentation relating to a failed master plan community to create a fractional regime as an exit strategy. Representation also included negotiation with lenders for end loan financing.
  • Foley represented Hall Equities Group in its $225 million acquisition of 29 hotels and the corporate assets of ZMC Hotels, a nationwide operator of boutique and major‑brand properties. The firm also advised on multiple asset sales and financings—totaling over $130 million in additional transactions—to assemble the equity needed for the deal, while HEG retained ongoing management and development roles across several key properties. 
  • Represented Magic Companies Group in connection with construction loan, construction contract, and project development management agreement.  Client entered into multiple agreements with multiple parties–lender, project manager, and contractor for the construction of 3 phases of its mixed-use master planned community.
  • Represented a public company in providing local counsel and electronic documentation opinions on a $430 million securitization of vacation ownership loans.
  • Represented an entrepreneur in formation of company to operate an art fair in Aspen, Colorado and related equity raise.
  • Represented Arcis Equity Partners, an investment advice company, in connection with preparation of new membership program and membership documents.
  • Represented client in a private note financing, negotiating and drafting the note purchase agreement, ancillary documents, and guarantor joinders while ensuring alignment with existing debt obligations. Coordinated all closing deliverables, corporate approvals, and compliance requirements to complete the note issuance and related transactions smoothly.
  • Represented client in providing local counsel opinions related to project documents and consumer financing documents in connection with the successful issuance of a $400 million Senior Secured Term Loan A, maturing January 2028, with pricing of SOFR plus 175 basis points. The funds will be used to partially pre-pay the $1.3 billion Term Loan B, maturing August 2028.
  • アイダホ州のゴルフコースを核としたマスタープランコミュニティの会員権に関する私募目論見書の作成および交渉において、クライアントを代理した。
  • Represented client with all aspects of refinance of construction loan including plane, boat, condominium, and residence as collateral.
  • Represented NEXUS in its acquisition of an equity interest in Manhattan Woods Golf Club in Rockland, County, New York
  • Represented non-traditional lender in making construction loans to timeshare developer for two separate California timeshare resorts.
  • Represented Ryman Hospitality Properties, Inc., a lodging and hospitality real estate investment trust, in the $275 million acquisition from Stratus Properties Inc. of Block 21 in Austin, Texas. The transaction includes the assumption of approximately $141 million of existing indebtedness.
  • Represented the receiver in connection with the receivership of a 48 hotel CMBS portfolio with hotels located throughout the United States.
  • Represented Aimbridge Hospitality in connection with investment in an equity venture formed with a private equity firm to acquire a portfolio of over 100 hotels out of bankruptcy, and the negotiation of a master management agreement for the portfolio effective both pre- and post-plan confirmation.
  • Represented Gencom Group in the sale of a multistate portfolio of hospitality assets to a NYSE REIT for in excess of $250 million in cash, stock and partnership units.
  • Served as lead counsel for Hilton Grand Vacations in several significant deals, including its acquisition of The Crane Resort in Saint Philip, Barbados, which is valued at more than $282 million; the $175 million acquisition of a 208-room New York City Hotel to be converted into 212 “urban vacation” units; and the $41 million deposit to purchase 87 of the 375 hotel rooms within the Hilton Los Cabos Beach and Golf Resort in Los Cabos, Mexico, from a joint venture of partners, totaling approximately $50 million.
  • Served as local counsel for a $240 million securitization of legacy Bluegreen Vacations timeshare loans through Hilton Grand Vacations Trust 2024-1B (“the Trust”). Four classes of Notes were issued by the Trust, including approximately $101 million of Class A Notes, approximately $58 million of Class B Notes, approximately $46 million of Class C Notes, and approximately $35 million of Class D Notes.
  • Served as local counsel on a $450 million securitization of vacation‑ownership loans, reviewing and preparing all required legal opinions. Coordinated with multiple parties to resolve outstanding issues and delivered finalized, executed opinions in escrow.
  • Structured two coordinated loans for a non‑traditional lender—one replacing a construction loan and the other providing acquisition financing—under an extremely tight timeline and with heightened transactional risk. The loans, secured by improved properties in Napa and San Diego, supported the lender’s strategic effort to convert a client from a competitor, requiring careful navigation of deal sensitivities and collateral considerations.
  • Advised and represented a hotel management company as a court-appointed receiver in connection with the sale of a nationwide six hotel portfolio.
  • Local counsel for a $400 million securitization of timeshare loans through Hilton Grand Vacations Trust 2025-2.
  • Prepared offering documents and advised client in connection with private placement.
  • Represented an opportunistic private investor in the conversion of a junior mezzanine loan to 100% equity ownership and the restructure of the management and branding arrangements and senior debt facilities for a luxury boutique hotel in Dallas, Texas.
  • Represented client as local counsel on a $470 million securitization of vacation ownership loans, providing comprehensive review and preparation of legal opinions. Coordinated with multiple parties to resolve open issues and deliver finalized, executed opinions in escrow.
  • Represented NEXUS, an international hospitality real estate and asset management company, in its new partnership to develop and manage The Wellington, a new 600-acre luxury equestrian themed residential club in Wellington, FL, designed to celebrate the best of South Florida.
  • Represented the largest independent hotel manager in the United States on management contracts, sliver equity investments and portfolio transactions.
  • Represented Capella Hotel Group (f/k/a West Paces Hotel Group) in connection with numerous domestic and international hotel management, technical services and license arrangements in the U.S., Mexico, Europe, the Caribbean and Asia, as well as sliver equity investments for their SOLIS and Capella luxury and ultra-luxury brands, numerous independent properties, and its strategic alliance with the Hotel and Restaurant Management Program at Auburn University.
  • Represented Cacique Hotel La Penca in negotiating the branding, management, and residential licensing agreements for the first Waldorf Astoria property in Costa Rica, part of a major mixed‑use resort development in Guanacaste. The project—which will include 190 guest rooms and 25 branded residences—required comprehensive negotiations with Hilton and a separate real estate marketing agreement to support this cross‑border joint venture.
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