United States

Represented a hotel company in structuring a branded residential community in Middleburg, Virginia, drafting CC&Rs, membership club agreements, negotiating brand license and management agreements and preparing residential offering documents, in addition to providing advice with respect to additional mixed-use resorts in various locations.

Represented the developer of the Four Seasons Napa Valley Hotel & Residences in Calistoga, California in creation of the mixed-use community, drafting of CC&Rs and shared-use agreements, negotiation of hotel agreements, and assisting in sale of the hotel.

Represented the original developer and successor owners of the Auberge Calistoga Ranch Resort, a mixed-use hotel and private club project in Napa Valley, California, based on unique entitlements, in the structuring, development, investment, financing and sale of the hotel and club memberships.

Represented the master developer of a mixed-use 525-acre, master-planned community in La Quinta, California, including creation of a master community and first-phase branded community of two luxury hotels and three branded residential communities, including residences, a module condominium, golf course and clubhouse, and shared amenities and master facilities. Work included drafting CC&Rs for the master and sub-projects, shared facilities agreement, REA, purchase documents, and registration of the branded residential offerings with the California Department of Real Estate, as well as negotiation of the hotel and residential management and license agreements.

Represented a hospitality and investment fund in the acquisition, development and conversion of a hotel in Nashville, Tennessee to a timeshare project, including the development and sale of timeshare units in tranches to a public timeshare company.

Represented a global investment company in the acquisition and conversion of an office building in Nashville, Tennessee to a mixed-use hotel and timeshare resort, including the development and sale of the timeshare component to a public timeshare company.

Represented a national real estate development and investment firm in connection with a high-rise, mixed-use branded hotel and residential condominium project located in Nashville, Tennessee, in negotiating the hotel and residential management license and related agreements, and in structuring the mixed-use condominium regime.

Represented resort owner in $3.4 billion portfolio sale to private equity investor as part of a corporate restructuring transaction. Work involved providing real estate advice on sale, purchase and sale agreement, and related structuring issues.

Represented a real estate investment firm, in the acquisition of Aetna Springs Resorts, a 3,100-acre historic hotel and resort located in Napa Valley, including extensive diligence on entitlements, environmental issues and water rights, negotiation of joint venture agreement, and advice on alternative property uses.

Represented the developer of a high-rise, mixed-use branded hotel and residential condominium project located in Houston, Texas, in negotiating the hotel and residential management license and related agreements, and in structuring the mixed-use condominium regime.

Represented an experiential hotel company in the alternative lodging space in drafting its template hotel management agreement and related agreements.

Represented a luxury hotel company in drafting template hotel and residential agreements for use in the hotel and branded residential context, as well as in drafting rental program agreements and providing advice.

Represented the developer of a mixed-use condominium and sub-condominium tower being constructed above the South Station Transportation Center in Boston, Massachusetts, in the negotiation of residential license and management agreements with the hotel brand.

Represented the developer of a mixed-use, multitower residential, apartment and commercial complex in Boston, including two residential condominium towers branded under the Regent Hotel flag, in connection with the negotiation of the license, technical services and related brand agreements.

Represented the lender of credit facilities providing approximately $1 billion in syndicated debt and mezzanine financing to the developer of The Edition Times Square, a mixed-use hotel and commercial/retail facility in New York. Work involved diligence and advice in connection with the hotel management, technical services and other agreements, as well as negotiation of the SNDA with the hotel brand.

Represented a hotel company in connection with a mixed-use condo-hotel project in the Luxury Row Kalakaua Avenue of Waikiki, including two towers of residences, retail and restaurants. Work involved negotiating the condominium, shared facilities and management agreements.

Represented a hotel company in negotiation of the hotel management agreement and related agreements for The Hotel and Residences at LA LIVE in downtown Los Angeles, including negotiation of a complex REA, master CC&Rs, condominium, and marketing license agreement.

Represented a private investment firm in the acquisition of a city block in historic downtown Charleston, South Carolina—two branded hotels, a celebrity restaurant, and office and retail; work included negotiating the purchase and sale agreement, hotel and restaurant management agreements, and celebrity chef license and service agreement.

Represented a Florida-based developer and hotel owner in negotiating hotel management agreements for several hotels, including a Radisson Red hotel developed near the Miami Airport in Miami, Florida, and two additional hotels.

Represented a luxury retail brand in creating a hospitality brand and negotiating a master license and development agreement and forms of site license agreement, management agreement, technical services agreement, and branded residential agreements; providing franchise advice.

Represented the master developer in obtaining the entitlements for, and structuring and implementing, a master-planned resort community within the Kirkwood Ski Resort. Work included entitlements, master CC&Rs, and implementing a transfer assessment and a civic assessment within the resort as a source of community revenue, a case of first impression in California.

Represented the master resort developer in creating the Kirkwood Residences and the Kirkwood Mountain Club, residential and fractional projects within the resort, and with respect to numerous operational matters and resort financing facilities.

Represented the developer of the Franz Klammer Lodge and The River Club, fractional projects located in Telluride, Colorado, in the formation of the projects, drafting CC&Rs and related fractional documents, and registering the project for offer and sale as a timeshare in various jurisdictions.

Represented the owner of a winery in the Napa Valley in creating a private residence club on agricultural land, to include a wine club with use of residences. Work included creation of and drafting of all documents for the club offering, structured as a private placement.

International

Represented a sovereign wealth fund in negotiating the hotel management agreements for a prestigious London-based international private club and hotel brand for two hotels and related amenities located in Doha, Qatar, including a beach club and multiple food and beverage venues.

Represented a Canadian-based hotel company in drafting its template hotel management agreement, technical services agreement and preopening agreement in expanding its operations in Latin America and the Caribbean to management of third-party–owned hotels.

Represented the developer of a branded mixed-use hotel, retail and commercial complex in Playa del Carmen, Mexico, branded as a Thompson hotel. Work involved negotiation of the hotel and a celebrity license agreement with an F&B and entertainment celebrity group for the operation and branding of Catch Playa, a high-end nightclub and restaurant.

Represented the master developer of the Mayakoba Resort in Mexico, in connection with the creation of several branded hotel and residential projects within the resort, including Banyan Tree and Rosewood Mayakoba hotel and residences.

Represented the developer of a master-planned resort community in Riviera Nayarit, Mexico, in negotiating a hotel management agreement and ancillary agreements for a hotel and branded residences to be operated under the Fairmont brand.

Represented a hotel company in providing advice and structuring, drafting, and negotiating all documents necessary to create and manage a multiphase resort condominium and fractional project in Punta Mita, Mexico, and registration of the project in the U.S.

Represented a major shareholder and creditor in the bid to acquire the Cap Juluca Hotel & Resort out of complex bankruptcy liquidation proceedings.

Represented a U.S.-based investment fund, in its acquisition of the Mallihouana Hotel & Resort in Anguilla. Work involved the negotiation of a memorandum of understanding (MOU) with the government of Anguilla, purchase and sale agreement, and shareholder buyout.

Represented Grupo Istmo de Papagayo, S.A., the master developer of the 2,200-acre Peninsula Papagayo Resort Community in the creation of a mixed-use resort community on concession land located in the Guanacaste Region of Costa Rica, including hotels, golf course, beach club, marina, luxury residences, condominiums, commercial, and fractional and timeshare.

Represented Ecodesarrollo Papagayo S.A. in connection with the first-phase Four Seasons project in Peninsula Papagayo, consisting of a hotel, condominiums, private residences and private residence club. Work involved community documents and negotiation of Four Seasons agreements.

Hudson and Roeser Named as Finalists for WIPL Mentor & Mentee Collaboration Award

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Esra A. Hudson

Stephanie Roeser

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Hudson and Roeser Named as Finalists for WIPL Mentor & Mentee Collaboration Award