Representative Matters
United States Hotel Acquisitions, Dispositions, Joint Ventures, Financing, Management and Franchise Agreements
Represented Pyramid Hotel Group in connection with Hotel acquisitions, dispositions, joint ventures and financings, as well as management and franchise agreements, throughout the United States and abroad, including, for example, with respect to the Temple Bar Hotel in Dublin, Ireland; the Westin Grand Cayman and the Sunshine Suites on Grand Cayman Island; the Sheraton Fisherman’s Wharf in San Francisco, California; and a condominium project in Berkeley, California that will be comprised of a 16-story, 329-key Marriott Residence Inn hotel and a Bank of America retail banking facility. The Berkeley representation includes negotiation of a purchase and sale agreement, condominium documents, joint venture agreement, mortgage and mezzanine loan documents, a Marriott Franchise Agreement, private offering documents, and off-site parking license and space lease arrangements.
Leveraged Investments Transaction for Acquisition of Majority Interest
Represented Pyramid Hotel Group in connection with a leveraged investment transaction in which an affiliate of TZP Group acquired a majority interest in Pyramid. Representation included the negotiation of the purchase agreement and related disclosure schedules; executive employment agreements and Phantom Unit Grant Agreements for senior employees; obtaining the consent of multiple third parties and amendments to the loan documents of CMBS mortgage and/or mezzanine loans involving four hotel properties; and the spin-off of various Pyramid assets not being acquired by TZP. Additional services included liquor license filings incident to the change of control of Pyramid as well as the senior secured credit facility and various organizational documents.
Acquisition of Winegardner & Hammons Hotel Management Agreement Portfolio
Represented Pyramid in connection with the acquisition of the Winegardner & Hammons hotel management agreement portfolio with respect to seventeen hotels, five pipeline projects, and related assets. Handled the negotiation of the asset purchase agreement, executive employment agreements, assignments and amendments of hotel management agreements, an agreement for hotel financial services, and various organizational documents.
Negotiation of Hotel Management Agreement and Related Documents
Represented Dart Enterprises in the negotiation of a hotel management agreement and related documents with Kimpton for the Seafire Resort and Spa and Residences located on Grand Cayman Island; represented ownership in connection with hotel management and related financing arrangements for The Westin Boston, Waterfront, the headquarters hotel for the Boston Convention & Exhibition Center; represented ownership in connection with restructuring the management agreement for the Four Seasons Hotel, Boston; represented the developer of the Mandarin Oriental, Boston with respect to hotel and property management agreements, and branding arrangements, for the Mandarin Oriental Hotel, Residences and Apartments; and represented Fairmont Hotels in connection with the sale of the Fairmont Copley Plaza to Felcor Lodging Trust and the related hotel management agreement.
Represented Pyramid Hotel Group with MS Resorts Eight-Hotel Resort Portfolio
Represented Pyramid Hotel Group, as asset manager and then liquidating bankruptcy trustee, in connection with the MS Resorts eight-hotel resort portfolio. Also represented the client as liquidating trustee in the MSR Hotels & Resorts bankruptcy and the sale of assets out of bankruptcy, and related litigation involving intellectual property held by MSR Hotels & Resorts.
Syndication to Third-Party Investors of Interests in Hotels
Represented Pyramid Hotel Group in the syndication to third-party investors of interests in hotels in California, Massachusetts, and Arizona. Representation included preparation of offering materials and related SEC and Blue Sky filings.
Massachusetts Convention Center Authority Issuance of RFP for Development of Two Hotels
Representation of the Massachusetts Convention Center Authority in the issuance of an RFP for two upper mid-scale hotels to be developed on public land as part of the Boston Convention & Exhibition Center in Boston’s Seaport District; negotiation of a Development Agreement, Ground Lease, and Room Block Agreements with the designated developer, who ultimately built an Aloft and an Element on the site.