Hospitality & Gaming

We represent a diverse group of clients in the global hospitality and gaming industry. We advise leading hospitality and gaming operating companies and principal investors, lenders, hedge funds and bondholders.  Our lawyers have played key roles in transactions involving some of the world’s most well-known names in this sector – Fairmont Hotels & Resorts, Raffles Hotels & Resorts, Station Casinos, The Palms Casino, Trump Entertainment Resorts, Resorts International Hotel, Penn National Gaming, Kerzner International, Harrah’s Entertainment and Diamond Rock.

We represent a diverse group of clients in the global hospitality and gaming industry. We advise leading hospitality and gaming operating companies and principal investors, lenders, hedge funds and bondholders.  Our lawyers have played key roles in transactions involving some of the world’s most well-known names in this sector – Fairmont Hotels & Resorts, Raffles Hotels & Resorts, Station Casinos, The Palms Casino, Trump Entertainment Resorts, Resorts International Hotel, Penn National Gaming, Kerzner International, Harrah’s Entertainment and Diamond Rock.

Asset-Related Sales and Acquisitions

  • ACH Casino Hotel: Represented ACH Casino hotel in Atlantic City, New Jersey in connection with a potential sale transaction.

    Atlantic Club: Represented the Atlantic Club hotel and casino in connection with its bankruptcy filing and subsequent sale.

    BMO Capital Markets/Ashford/Remington: BMO Capital Markets, financial advisor to the Special Committee of Ashford’s board of directors, in connection with Ashford’s combination with Remington.

    Chelsea 23rd St. Corp: Represented Chelsea 23rd St. Corp. in the sale of the storied Hotel Chelsea to Chelsea Dynasty LLC, an affiliate of The Chetrit Group LLC.

    Colony Capital LLC: Represented Colony Capital in its acquisition (and related financings) of six casino hotels in multiple transactions from Harrah's Entertainment, Inc., Caesars Entertainment, Inc. and Kerzner International Ltd.

    DiamondRock Hospitality Company: Advised DiamondRock Hospitality Company, a lodging industry REIT with premium hotels throughout the U.S. on its sales and acquisition-related transactions with the following hotels:

    • $143 million sale of the Hilton Minneapolis Hotel
    • $65 million sale of the Hilton Garden Inn Chelsea/New York City
    • Acquisition of a four-hotel portfolio – the Hilton Boston, the Westin Washington D.C., the Westin San Diego and the Hilton Burlington – for $495 million from affiliates of Blackstone Real Estate Partners.
    • Acquisition of the Radisson Lexington Hotel, located in New York City, for $335 million.
    • Acquisition of a hotel property on West 42nd Street in Times Square, New York City, that is expected to contain approximately 250 to 300 guest rooms.
    • Acquisition of a $69 million senior note secured by the Allerton Hotel, located on the Magnificent Mile in Chicago, IL.

    Ekkio Capital/BO’Resort:  Represented Ekkio Capital in the sale of BO’Resort, a tourist complex located in the Bagnoles de l’Orme thermal resort in Normandy.

    Inspired Gaming Group/Hydra Industries Acquisition Corp.: Represented Inspired Gaming Group (as U.S. counsel) in its acquisition by Hydra Industries Acquisition Corp. from funds managed by Vitruvian Partners LLP and co-investors, a transaction reflecting a £200 million valuation of Inspired.

    Lantern Asset Management/Expansion of Luxury Hotel Collection: Represented Lantern Asset Management and the ownership group in Montage Hotels & Resorts’ addition of Montage Kapalua Bay to its luxury hotel collection.

    Lehman Brothers Holdings Inc.: Represented Lehman Brothers Holdings Inc. in connection with its sale of the Embassy Suites Anaheim-Orange located in Orange, California.

    Mashpee Wampanoag: Represented the Mashpee Wampanoag tribe in connection with the potential establishment of a casino hotel.

    Palms Casino/Station Casinos/Red Rock Resorts: Represented Palms Casino in its announced sale to Station Casinos, which is owned by Red Rock Resorts, Inc.

    Scout Real Estate Capital: Represented Scout Real Estate Capital and its affiliates in connection with the following transactions:

    • Acquisition of The Westmoor Club located in Nantucket, MA.
    • Acquisition of Plantation Inn located in Crystal River, FL.
    • Acquisition of approximately 6,000 acres of developable land on the “Big Island” of Hawaii.
    • Acquisition of Sea Crest Resort and Conference Center located in Cape Cod, Massachusetts.
    • Acquisition, debt and equity financing and development of Wyndham Bermuda Resort & Spa, 6000 acres of waterfront land in Hawaii, and two Martha’s Vineyard hotels.

    State of Rhode Island: Represented various divisions of the Executive Branch of the State of Rhode Island in connection with its oversight of the Twin River Casino.

    TPG Capital and Leonard Green & Partners/Palms Casino Resort: Represented TPG Capital and Leonard Green & Partners in connection with their acquisition of the iconic Palms Casino Resort in Las Vegas.

    Warburg Pincus/Racebrook Capital: Represented Racebrook Capital, a real estate opportunity fund created by Warburg Pincus in connection with its acquisition of the Wyndham Wilmington Hotel (Wilmington, DE).

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Business Reorganization and Restructuring

  • Willkie is recognized internationally as having one of the world’s preeminent business reorganization and restructuring advisory practices, with established expertise in all aspects of business and financial restructurings. Representative real estate restructurings include the following:

    Creditor/Lender/Investor Representation:

    Bank of America: Represented Bank of America and Merrill Lynch in the successful chapter 11 cases of Extended Stay Hotels and its affiliated debtors.

    Centerbridge Partners, TPG Opportunities Partners and Fidelity Investments: Represented Centerbridge Partners, TPG Opportunities Partners and Fidelity Investments in a year-long multinational restructuring of resort operator Kerzner International Limited.

    Citigroup

    • Represented Citigroup in connection with the review and analysis of various troubled commercial real estate loans, and advised on potential restructuring options and workout possibilities with numerous borrowers, including with respect to its position in the $6.5 billion CMBS and mezzanine loan to Caesar’s (formerly known as Harrah’s).
    • Represented Citigroup in the Extended Stay portfolio auction in connection with its publicly announced mortgage loan commitment to the consortium led by Starwood Capital.

    CMBS Lenders/Harrah’s Entertainment: Represented certain CMBS lenders in connection with their respective holdings of Harrah’s Entertainment notes.

    Two Secured Lender Groups: Represented two secured lender groups in connection with potential loan modifications and restructuring negotiations with two unaffiliated gaming operators.

    Debtor/Borrower Representation:

    Affinia Hotel: Represented sellers in the restructuring and sale of the Affinia Hotel portfolio.

    Colony Capital LLC: Represented Colony in the restructuring of certain of its gaming investments, and in connection with a deed-in-lieu of foreclosure transaction with respect to an Atlantic City property.

    Colony Capital LLC: Represented Colony Capital in connection with the Station Casinos bankruptcy proceedings.

    Days Inn of America: Represented Days Inn of America, Inc. in its chapter 11 case.

    Groupe Partouche: Advised Groupe Partouche, Europe’s second largest casino operator with gaming and related resort operations in France, Belgium, Spain, Switzerland, and Tunisia, as well as online and interactive operations, on the restructuring of its €430 million of indebtedness and the entry of Butler Capital into its share capital.

    Resort Finance America: Representing Resort Finance America, a portfolio company of a major private equity investment firm client, as lender to various distressed time share developers in such developers’ judicial and non-judicial restructurings of several timeshare resorts, including Tempus Resorts America.

    Resorts Atlantic City: Represented Resorts Atlantic City in connection with its Deed-in-Lieu transaction.

    Resorts International Holdings, LLC: Represented Resorts International Holdings, LLC in connection with its loan modifications

    State of Rhode Island/UTGR, Inc.: Represented the Governor and the Executive Branch of the State of Rhode Island in connection with the chapter 11 reorganization of UTGR, Inc. d/b/a Twin River, a gaming and racing facility in Lincoln, Rhode Island.

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Financings

  • Bank of America/Host Hotels & Resorts: Advised Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as Joint Lender Arranger, in closing a $1.5 billion amended and restated credit facility to Host Hotels & Resorts, L.P. Willkie previously advised Bank of America in connection with the original $1 billion multi-borrower, multi-currency revolving credit facility to Host.

    Centerbridge Partners, TPG Opportunities Partners and Fidelity Investments/Kerzner International: Represented Centerbridge, TPG and Fidelity in connection with the restructuring and refinancing of resort operator Kerzner International Limited.

    Citigroup/Bid for Extended Stay Hotels: Represented a partnership of Citigroup and Goldman Sachs in furnishing $2.2 billion in aggregate financing commitments for the bid to acquire Extended Stay Hotels by affiliates of Starwood, TPG and Five Mile Capital Partners.

    Deutsche Bank AG, New York Branch/Host Hotels: Represented Deutsche Bank AG, New York Branch, as Administrative Agent, in connection with the revolving credit facility for Host Hotels & Resorts, L.P.

    Deutsche Bank Americas, Wells Fargo Bank/Refinancing of Property Portfolio: Represented Deutsche Bank Americas and Wells Fargo Bank in connection with its $325 million refinancing of Castle & Cooke, Inc.’s property portfolio located in Hawaii, Arizona and California.

    Eurazeo/Glion Institute of Higher Education/Les Roches International School of Hotel Management: Represented Eurazeo on the financing aspects of its CHF 380 million acquisition of Glion Institute of Higher Education and Les Roches International School of Hotel Management.

    Faena Group/Access Industries: Represented Faena Group and Access Industries in connection with their development of the Faena District, a new Miami Beach neighborhood intended to include a five-star luxury hotel, world-class residences and cultural components.

    Goldman, Sachs & Co.: Represented Goldman, Sachs & Co. and its affiliates in connection with the following transactions:

    • Refinancing by Goldman Sachs Mortgage Company funded by $1.85 billion of first mortgage and mezzanine loans secured by a portfolio of hotels located in Hawaii and San Francisco owned by Kyo-ya Hotels & Resorts, LP and Kokusai Kogyo Holdings K.K.
    • Acquisition, restructuring and partial syndication of a $180 million mortgage loan secured by the YOTEL New York hotel, a newly constructed luxury hotel west of Times Square.
    • Sale of mortgage loan participation interests in the mortgage loan secured by the YOTEL New York hotel, as well as the sale of senior and junior mezzanine loans secured by the equity interests of the indirect owners of the YOTEL New York Hotel.

    Lowell Hotel Associates: Represented Lowell Hotel Associates in its $105 million mortgage financing of the Lowell Hotel in New York City.

    National Westminster Bank: Represented National Westminster Bank in its bridge financing in connection with the development of a Hyatt hotel/resort casino in Black Hawk, Colorado.

    Tishman Hotel & Realty: Represented Tishman in various securitized financings and refinancings, including:

    • Hilton at Disney World
    • Dolphin and Swan Hotels at Disney World
    • Westin Chicago River North Hotel
    • Chicago Sheraton Hotel & Towers
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Financing and Development

  • Baron Funds: Represented Baron Funds in connection with its investment in Kerzner International.

    Donald J. Trump/Trump Entertainment Resorts: Represented Donald J. Trump in connection with the reorganization of Trump Entertainment Resorts.

    GFI Development/Acquisition and Development of First GFI ‘NoMad’ Brand Hotel in NYC: Represented GFI Development in its joint venture with Square Mile Capital Management for the acquisition and development of an Ace-managed hotel in Palm Springs, California. In a separate but related transaction, we also represented GFI in connection with Square Mile providing first mortgage financing for GFI's first 'NoMad' brand hotel development in New York City.

    Hotel Portfolio: Advised on the proposed origination of more than $1 billion through mortgage and mezzanine financings secured by a portfolio of resort hotels on the Pacific rim.

    Prime Hotel and Marriott/Sale of Rihga Royal Hotel/Leasebacks: Assisted in the sale of the Rihga Royal Hotel (now The London) in Manhattan, and several sale leaseback transactions for Prime Hotel and Marriott.

    Resort Finance America/GrandPacific Resorts: Advised Resort Finance America, which is managed by Lantern Asset Management, on the expansion of its existing relationship with Grand Pacific (GP) Resorts through an increased financial commitment in GP’s MarBrisa Resort.

    Starwood Hotels/Acquisition and Financing of Tuscany and Boston Sheraton: Represented Starwood Hotels in the acquisition and financing of the Tuscany and the Boston Sheraton hotels.

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Securities Offerings

  • Underwriter Representation:

    Goldman Sachs & Co./REIT Transactions: Represented Goldman Sachs, as underwriter, in several REIT securities transactions, including:

    • Initial public offerings by Strategic Hotel Capital, Inc. and Entertainment Properties Trust.

    Lehman Brothers/Boykin Hotel Properties: Represented Lehman Brothers, as underwriter, in an initial public offering and follow-on offering by Boykin Hotel Properties.

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Other Significant Matters

  • Colony Capital, LLC: Represented Colony Capital in connection with the following transactions:

    • Acquisition of Fairmont Hotels & Resorts, Inc. in a joint venture with Kingdom Hotels, Inc. for approximately $3.9 billion.
    • $8.8 billion acquisition of Station Casinos, Inc. by Fertitta Colony Partners LLC, a joint venture between Colony Capital Acquisitions, LLC, an affiliate of Colony Capital, LLC and certain Station Casinos executives. Represented FCP in related bank and CMBS financing.

    Colony Financial, Inc.: Represented Colony Financial, Inc. in a joint venture to acquire a majority interest in an approximately $250 million recourse multi-property mortgage loan to Exclusive Resorts.

    Insight Venture Partners/Fourth: Represented Insight Venture Partners in its deal to acquire UK-based Fourth, the world’s leading provider of cloud-based cost control solutions to the hospitality industry, from ECI Partners.

    Insight Venture Partners/Priceline Group/Hotel Urbano: Advised Insight Venture Partners, Hotel Urbano’s major institutional shareholder, in connection with Hotel Urbano’s strategic relationship with and investment from The Priceline Group.  Hotel Urbano is one of Brazil's largest and fastest growing online travel companies. The Priceline Group is the world leader in online travel and related services.  In connection with the partnership agreement, The Priceline Group made a $60 million investment in exchange for a minority interest in Hotel Urbano.

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