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

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

    Bim/AMAC/Vacalians: Represented Bim on the sale of the AMAC Group to the Vacalians Group, a leader in the European outdoor accommodation market, controlled by the Permira funds.

    Choice Hotels/WoodSpring Suites: Represented Choice Hotels International in its acquisition of the brand and franchise business of extended-stay hotel brand WoodSpring Suites.

    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

    Fourth/HotSchedules/Insight Partners/Marlin Equity Partners: Represented Fourth and Insight Partners in the hospitality technology merger of HotSchedules and Fourth, backed by Marlin Equity Partners and Insight Partners.

    Freshstream/Away Resorts: Represented Freshstream on the sale of leading UK holiday resort business Away Resorts to CVC Capital Partners.

    Jagex Limited/Shanghai Hongtou Network Technology Co., Ltd.: Represented Jagex Limited in its acquisition by Shanghai Hongtou Network Technology Co., Ltd.

    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.

    Minor International/Corbin & King: Represented Minor International pcl, a global hotel and restaurant group based in Thailand, in its acquisition of the Corbin & King group of high-end London restaurants (including The Wolseley and The Delaunay) and The Beaumont 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, debt and equity financing and development of Wyndham Bermuda Resort & Spa, 6000 acres of waterfront land in Hawaii, and two Martha’s Vineyard hotels.

    Take-Two Interactive Software, Inc./Social Point S.L.: Represented Take-Two Interactive Software, Inc. in its acquisition of mobile game developer Social Point S.L. for $250 million, with a potential earn-out of up to $25.9 million

    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:

    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.

    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.

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Financings

  • 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.

    Colony NorthStar, Inc.: Represented Colony NorthStar, Inc. and Chatham Lodging Trust in connection with an $850 million CMBS mortgage loan financing secured by interests in 47 hotels located in 16 states. The transaction represents the first major portfolio deal since Colony Capital merged with NorthStar.

    Colony NorthStar, Inc. and Chatham Lodging Trust: Represented Colony NorthStar, Inc. and Chatham Lodging Trust (CLDT) in connection with a $780 million refinancing secured by interests in 48 select service, extended stay and limited service hotels located in 21 states.

    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.

    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.

    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.

    Ownership Group of Montage Kapula Bay: Represented the ownership group of Montage Kapula Bay in the financing of luxury hotel and residences in Maui, Hawaii.

    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.

    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 the 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

  • Bregal Freshstream/Away Resorts/LDC: Represented Bregal Freshstream in its acquisition of UK holiday park operator Away Resorts from LDC.

    The Generation Companies: Represented The Generation Companies in its $215 million recapitalization and roll-up of four portfolios comprising 23 hotels, consolidating them into one portfolio with its new joint venture partner, a fund controlled by StepStone Real Estate Group.

    Investment Firm/Hotel Investment and Management Company: Represented a preeminent investment firm in a joint venture with a leading hotel investment and management company to acquire a six-property portfolio of hotels located across the United States. The acquisition was financed by a $100 million loan.

    Kasada Capital Management: Represented Kasada Capital Management on the structuring and raising of its first hotel fund, Kasada Hospitality Fund LP.

    Waterland Private Equity/A-ROSA River Cruise Group: Represented Waterland Private Equity in the sale of its interest in A-ROSA River Cruise Group to British private equity group Duke Street.  

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