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  • Lynn K. Cadwalader
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Lynn K. Cadwalader

Partner

Hospitality and Leisure
Contact
  • lcadwalader@manatt.com
  • Phone: 415.291.7464
  • Download vCard
  • San Francisco
Bar Admissions
  • California

    Colorado
Education
  • University of California, Hastings College of the Law, J.D.

    University of California, Los Angeles, B.A.

Services
  • Corporate and Finance
Industries
  • Hospitality and Leisure
  • Manatt Real Estate
  • Real Estate Transactions and Finance

Show Full Bio

  • Profile
  • Experience
  • Speaking Engagements
  • Honors & Awards
  • Memberships
  • Publications
Profile

Profile

Lynn Cadwalader leads the Firm’s Hospitality and Leisure practice. Her work involves representing developers, owners, operators and investors in complex hospitality and mixed-use projects within the United States and around the world. Lynn is a seasoned hospitality lawyer, providing creative and business-focused counsel to her clients. She has been a key player in many high-profile hospitality transactions, where her ability to creatively structure solutions that work for all participants has been invaluable.

Lynn’s areas of practice include:

  • Acquisitions and dispositions of hotels and resorts in single-asset and multi-asset portfolio transactions
  • Hotel management agreements, franchise agreements, technical services and preopening agreements, marketing license agreements, subordination, non-disturbance and attornment (SNDA) agreements, and comfort letters
  • Structuring and creating mixed-use urban and resort communities
  • Covenants, conditions and restrictions (CC&Rs), reciprocal easement agreements (REAs), shared facilities agreements, condominiums, private membership agreements
  • Restaurant, celebrity chef and nightclub management agreements
  • Offer and sale of residential real estate and condo hotels in mixed-use projects
  • Condo hotels, rental programs and fractional ownership
  • Joint ventures
  • Forming and advising companies in the alternative lodging sector
  • Advising companies in the short-term online rental platform area
  • Resort and mixed-use development and master-planned community documents
  • Development agreements and related entitlements

Lynn brings more than two decades of experience to the table, advising on a multitude of complex, high-profile hospitality transactions in the United States and internationally, including Latin America, the Caribbean and the Middle East. Her deep industry knowledge of hospitality, extensive network of relationships with key players in the industry and legal acumen make her a highly sought-after legal counsel to clients in all sectors of the hospitality industry.

Experience

Experience

United States

Representing Salamander Hotels & Resorts 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.

Representing Salamander Hotels & Resorts in providing advice on additional mixed-use resorts in various locations.

Representing Bald Mountain Development, LLC, in the development of the Four Seasons Napa Valley Hotel & Residences in Calistoga, California, creation of the mixed-use community, drafting of CC&Rs and shared-use agreements, negotiation of hotel agreements, assisting in sale of the hotel.

Representing 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.

Representing The Robert Green Company in the development of a mixed-use 525-acre, master-planned community in La Quinta, California, with master community and first-phase branded community of two luxury hotels and three branded residential communities, including a module condominium, golf course and clubhouse, and shared amenities and master facilities.

Representing 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 Alchemy Ventures, LLC, 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.

Representing 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.

Representing 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.

Representing 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.

Representing 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.

Representing 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.

Representing 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.

Representing 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.

Representing 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.

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

Representing 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.

Representing 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.

Representing 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.

Representing 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

Representing 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.

Representing 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 EMM Group for the operation and branding of Catch Playa, a high-end nightclub and restaurant.

Representing Obrascon Huarte Lain, S.A. (OHL), 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.

Representing Mota-Engil Turismo, S.A. de CV, 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.

Representing 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.

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

Representing AJ Capital Partners, through 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.

Representing 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.

Representing 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.
Speaking Engagements

Speaking Engagements

Presenter, “CC&Rs and Easements for Mixed-Use Projects: Best Practices for Developers,” Strafford, November 10, 2022

Speaker, “The Challenges and Opportunities of Developing in Napa Valley,” Urban Land Institute Recreational Development Council, Spring Meeting 2019

Speaker, “Negotiating Management Contracts,” ALIS Conference, January 29, 2019

Panel Chair, “Current Challenges in Negotiation of Hotel Management Agreements and Franchise Agreements,” Georgetown, Law Hotel & Lodging Legal Summit, October 2016

Panel Chair,  “Mixed-Use Developments—Weaving the Pieces Together,” Hotel Opportunities Latin America Conference, Miami, May 11–13, 2016

Speaker, “Hotel Management Agreement Terminations,” Urban Land Institute Recreational Development Council, Spring Meeting 2013

Speaker, “EB-5 Financing of Hospitality Projects,” Urban Land Institute Recreational Development Council, Fall Meeting 2012

Speaker, “Prime Time Q&A: Ask Your Final Questions to the Experts,” Ragatz Associates Fractional Interest Conference, March 2011

Speaker, Fractional Summit USA, The Ultimate Fractional Legal Q&A, August 31, 2010

Speaker, The San Francisco Chapter Breakfast Meeting of The Counselors of Real Estate, Distressed Hotels & Workouts, April 2010

Speaker, Ragatz Fractional Interest Symposium, Current Legal Issues, 2009

Speaker, “Restructuring Your Branded Mixed-Use Hotel Project”—Assessing Issues and Liability Under Management and Related Agreements with the Hotel Operator, CLE International Real Estate Restructuring, 2009

Speaker, “Resort Mixed-Use Development, Including Trends in Branded Mixed-Use,” CLE International Mixed-Use Development Conference, 2008

Speaker, “Timeshare, Fractional and Destination Club Products,” CA State Bar Real Property Law Section Annual Retreat, 2008

Speaker, “Update & Outlook for Hybrid Hospitality Concepts,” ULI Spring Meeting, 2008

Speaker, “What’s New in Branded Mixed-Use Development & Branded Residences? Talk to the Brands,” IMN Symposium on Financing, Developing & Operating Condo Hotels & Branded Residences, 2008

Speaker, Third Annual Symposium on Financing, Developing & Operating Condo Hotels & Branded Residences, December 3, 2007

Speaker, The Lodging Conference 2007, September 25, 2007

Speaker, “Developing Branded Mixed-Use Projects in Latin America and the Caribbean,” Star Latin American Development Conference, 2007

Speaker, “Fractional/Destination Club Legal Issues,” Ragatz Fractional Interest Symposium, 2007

Speaker, “Condo Hotel Development,” The Lodging Conference, 2006

Speaker, “Destination Clubs: A Regulatory Conundrum,” Ragatz Fractional Interest Symposium, 2006

Speaker, “Mixed-Use Resort Communities,” CLE International Golf, Mountain & Resort Development Conference, 2006

Speaker, “Unit Rental Management Programs & Agreements; Common Areas & Uncommon Issues; and Fractionally Owned Condo Hotels,” IMN Symposium on Financing, Developing & Operating Condo Hotels, 2006

Speaker, “Destination Membership Clubs—The New Generation of Private Clubs,” Ragatz Fractional Interest Symposium, 2005

Speaker, “Destination Membership Clubs—The New Generation of Private Clubs,” American Resort Development Association (ARDA), 2005

Speaker, “Forming and Operating Condominium Hotels—Practical and Legal Aspects,” CLE International Golf, Mountain & Resort Development Conference, 2005

Speaker, “Understanding Condo Hotels and Rental Management Agreements,” IMN Symposium on Financing, Developing & Operating Condo Hotels, 2005

Speaker, “Membership Products: The Luxury Resort Membership Club,” Ragatz Fractional Interest Symposium, March 2004

Honors & Awards

Honors & Awards

GlobeSt, Woman of Influence, 2022

Women in Real Estate Award in the “National” category from Connect Commercial Real Estate, 2021; the award honors women “with achievements and inspirational stories who have reached respected positions of leadership and play key mentorship roles for others in commercial real estate”

Law360’s 2019 Hospitality MVP, 2019

Chambers USA, Leisure & Hospitality, 2011–2022 (Band 2, individually)

Northern California Super Lawyers, 2013–2021

Los Angeles Daily Journal, Top Dealmaker, 2011

Memberships

Memberships

Admitted to practice in the state of California and Colorado.
Publications

Publications

Featured, “DLA Piper Hospitality Partner Joins Manatt's Growing Real Estate Platform,” The Recorder, May 24, 2022.

Real Estate Gazette—Innovation in Hotels and Hospitality, November 2019

Real Estate Gazette—Hotel Management Agreements (US), April 20, 2018

“Creatively Adapting to Innovations in the Lodging Industry,” Hotel Executive, December 17, 2017

“8 factors that have changed the way we travel,” Hotel Management, November 10, 2017

“The EB-5 Visa Program: The Outlook for 2017,” Hotel Executive, January 2017

“Yearning for Yuan­—Chinese Investment in the US Hospitality Sector,” Hotel Executive, February 27, 2011

“Union Negotiations Shake Up Hotels in San Francisco,” San Francisco Daily Journal, November 13, 2009

“Hotels Struggle in Recession: Loan Defaults Rise,” San Francisco Daily Journal, October 23, 2009

“Recent Trends in Mixed-Use Resort Development,” Developments Magazine, October 2006

Lynn in the News

  • 07.26.22

    Cadwalader Named to Women of Influence List by GlobeSt

    Leader of Manatt’s Hospitality and Leisure Practice and Partner Lynn Cadwalader was named to GlobeSt ’s 2022 Women of Influence ...

  • 06.01.22

    Manatt Receives Top Band Rankings in Chambers USA 2022

    Manatt has once again been ranked among the nation’s leading law firms in Chambers’ 2022 USA Guide. The Firm and its professionals were ...

  • 05.24.22

    Cadwalader’s Move to Manatt Featured in Multiple Publications

    Leader of Manatt’s Hospitality and Leisure practice Lynn Cadwalader ’s move to Manatt was featured in The Recorder, where she said ...

  • 05.24.22

    Manatt Enhances Real Estate and Hospitality Capabilities, Adding ...

    Lynn Cadwalader brings unparalleled experience representing real estate developers, owners, operators and investors in all facets of hospitality and ...

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Lynn 's Events and Webinars

  • 11.10.22

    Cadwalader to Speak at Upcoming Strafford Webinar

    Manatt Hospitality and Leisure Leader and Partner Lynn Cadwalader will present on a panel session titled “CC&Rs and Easements for ...

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