Offshore Solutions for Hotel and Resort Investment - Ogier

Offshore Solutions for Hotel and Resort Investment
Establishing and administering efficient offshore and onshore holding vehicles used for Hotel and Resort:
- investment funds
- financing
- development
- investment syndicates/joint ventures
- corporate and real estate structures
- fractional ownership structures
- investment transactions (sales and acquisitions)
- employee benefits, incentivisation and retention schemes
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Bahrain • British Virgin Islands • Cayman Islands • Guernsey
Hong Kong • Ireland • Jersey • London • Shanghai • Tokyo

Ogier is one of the world’s leading providers of
offshore legal and fiduciary services employing over
850 professional and support staff.
The group has a presence in ten jurisdictions
around the world, namely Bahrain, the British Virgin
Islands (BVI), the Cayman Islands, Guernsey, Hong
Kong, Ireland, Jersey, London, Shanghai and Tokyo.
Ogier provides advice on all aspects of BVI,
Cayman, Guernsey and Jersey law and associated
administration services through a global network of
offices that covers all time zones and key financial
markets.
According to in-house data analysis, we are
instructed by all of the top 25 global law firms and
17 of the top 25 global banks

Hotels and Resorts Team
“legal and
administration
services in the
BVI, Cayman,
Guernsey and
Jersey”
“clients receive
advice on the
jurisdiction that
best suits their
needs”
Our Hotels and Resorts Team combines our
legal and fiduciary services expertise to provide
a one-stop solution to advise on, implement and
administer all manner of hotel and resort holding
structures.
Our expertise in the establishment and
administration of hotel and resort holding
structures covers a broad spectrum ranging
from listed hotel funds through to very private
structures established for one-off hotel and
resort transactions. The truly integrated legal and
fiduciary service we offer ensures clients receive
a coordinated and seamless service.
The growth in our team and the volume of
transactions undertaken in the hotel and resort
sector also means that our Hotels and Resorts
Team has an understanding of the practical
and commercial aspects of hotel and resort
structuring and investment, whether this be for
the development or acquisition of a single hotel
or a large hotel and resort investment portfolio.
We specialise in assisting our clients to
implement efficient holding vehicles for hotel and
resort developments and have worked on many
high profile hotel projects around the world.
The provision of a comprehensive compensation
scheme can greatly add to the incentivisation
of key individuals in hotel companies and the
management teams of portfolio companies.
Types of schemes can vary from deferred
remuneration and partnership retention to share,
pension, savings and investment plans.
Our global presence in nine jurisdictions across
the world’s time zones enables us to provide
real time offshore solutions for hotel and resort
utilisation prospects anywhere in the world.
Offshore Solutions for Hotel and Resort Investment 3

Hotel and Resort
Investment Services
“independent
specialist team
of lawyers and
administrators
across the globe”
“leading provider
of services to
corporate clients”
Offshore Legal and Fiduciary Services
Establishing and administering offshore and
onshore vehicles used for hotel and resort:
••
investment funds
••
financing
••
investment syndicates / joint ventures
••
corporate and real estate structures
••
development
••
fractional ownership structures
••
One-off hotel and resort transactions or
acquisitions and disposals of hotel and
resort portfolios
••
employee benefits, incentivisation and
retention shemes
Key Products Include:
••
Offshore Unit Trusts
••
Open and closed ended property funds
••
Operator services for unregulated structures
Key Benefits of Using Ogier’s offshore
Legal and Fiduciary Services
••
Tax neutrality
••
Privacy
••
Access to world capital markets
••
Well regulated platforms for global hotel and
resort investments
4 www.ogier.com

Transactions
“extensive
expertise”
The following transactions are just a few examples of our Hotels and Resorts Team’s extensive
expertise across the practice areas of hotel and resort offshore structuring, financing and investment
funds. Each area is supported by our integrated fidcuiary administration services.
Hotel and Resort Investment Funds
“supported
by our integrated
fidcuiary
administration
services”
US$112.8 million
acquisition
Advised a U.K. publicly traded
company on a US$112.8
million acquisition of a Florida
based corporation that
operates hotels, marinas and
yacht charter companies in the
British Virgin Islands, St. Lucia,
Mexico, the French Polynesia,
Turkey, Netherlands Antilles,
the Department of Guadeloupe,
St. Vincent and The
Grenadines, Belize, Croatia,
Peru, Australia, New Zealand,
France and Germany.
Shariah compliant
structure
Currently acting as offshore
legal advisers on an
Unregulated Fund structured
as a Protected Cell Company
which will be a Shariah
compliant structure to raise
US$200 million from Middle
East investors to develop hotel
real estate assets.
Bonita Hotels
Acted as offshore legal
adviser on the establishment
of a closed ended hotel fund
which raised approximately
£20 million on AIM, with
the intention of purchasing
Bonita branded hotels in
Japan, namely the Bonita
Isawa, Bonita Komaki, Bonita
Matsusaka, Bonita Yamagata
and Bonita Sendai hotels to be
operated by ‘New Perspective’
following the acquisition.
Offshore Solutions for Hotel and Resort Investment 5

Transactions - Hotel and Resort Financing
“global
connections”
Acquisition of 46
Marriott-branded hotels
Millennium and
Copthorne Hotels
Banyan Tree Resort,
Seychelles
“genuine
understanding of
the hotel industry”
Acted as BVI adviser to the
Royal Bank of Scotland in
connection with its £951.4
million acquisition of 46
Marriott-branded hotels from
a joint venture of leisure firm
Whitbread Plc and Marriott
International Plc. Advised
the Royal Bank of Scotland
regarding the on-sale and the
financing involved in the £1
billion sale of the portfolio of
46 Marriott-branded four-star
hotels to a subsidiary of Israel’s
Delek Belron Real Estate and a
selection of partners, including
Electra Real Estate and Quinlan
Private.
Acted as listing agent in
connection with the listing on
the Channel Islands Stock
Exchange of a series of
unsecured redeemable loan
notes issued by Millenium and
Copthorne Hotels plc pursuant
to a £500 million Loan Note
Issuance Programme.
Acted as advisor to Banyan
Tree Resort (Seychelles)
Limited in negotiating a joint
venture agreement to develop
land owned by Banyan Tree
adjacent to the resort into
resort residences.
6 www.ogier.com

Transactions - Private Offshore Hotel and Resort Holding Structures
“innovative,
practical and
commercial
advice”
“We offer clients
the strength in
depth to handle
the largest, most
demanding and
complex offshore
transactions”
“wealth of
international
knowledge”
Shangri-La, ‘Shard of
Glass’, London
Acted as legal adviser to
Qatar Islamic Bank and other
investors in the ‘Shard of Glass’
development project (including
the Shangri-La Hotel - Europe’s
tallest hotel) in the London
Bridge Quarter, London.
Marrakech Resort
Residences - Fractional
Ownership Structure
Advised on the offshore holding
structure for a Marrakech
resort development including
integrated real estate unit
trusts for a high end fractional
ownership residence complex
Moorfield hotel fund
Provide administration services
to a special purpose vehicle
which owns and advised on the
acquisition of 24 regional hotels
in the United Kingdom from
Macdonald Hotels Limited with
an investment value in excess
of £440 million on behalf of
Moorfield Real Estate Fund.
Chelsea Harbour Hotel,
London
Acted as legal adviser on the
structuring of the purchase of
a long lease of the Chelsea
Harbour Hotel by a Jersey
property unit trust which
acquired the long leasehold
interest in the hotel. Also
provided administration
services to the trustees of
the Jersey property unit trust
and provide directors for the
trustees.
aAIM
Acting in connection with the
establishment of a complex
holding structure on behalf
of aAIM to acquire a portfolio
of hotels with a value of
approximately £270 million.
Hotel Unit Trust funds
Acted as legal advisers
in connection with the
acquisition by a property
unit trust fund structure
of a limited partnership
which then acquired hotel
investments. Also advised on
the establishment of the limited
partnership and general partner
entity as well as financing of
the hotel investments.
Prestigious central
London hotel
Acted on the establishment
of a company to effect the
structured acquisition of a
prestigious central London
hotel on behalf of a private
investor for a value in excess of
£100 million.
Moorfield Hotel Fund
The establishment and
administration of unit trusts
in order to facilitate the
acquisition by the Moorfield
Real Estate Fund of a portfolio
of hotels worth approximately
£110 million.
Luxury resort in the
Turks and Caicos
Provide ongoing private client
and trust related advice to
a high net worth family in
connection with the ownership
of a luxury resort in the Turks
and Caicos.
Shearings Holidays
Provide set up and
administration services
to offshore property unit
trusts which own 43 hotels
throughout the United Kingdom
which are leased to Shearings
Holidays.
Mitchells and Butlers
Provide set up and
administration services to
offshore companies and
limited partnership which
own a number of hotels in the
United Kingdom operated by
the Swallow Group and leased
to Shearings Holidays and
Mitchells and Butlers.
Special purpose vehicles
Provide administration services
to a number of special purpose
vehicles which own the legal
title to various hotel, resort and
leisure property assets held
under offshore structure.
Morethan Hotels
Provided company secretarial
and registered office services
to an offshore company in
connection with the ownership
of the entire issued share
capital of Morethan Hotels
Limited worth £21 million.
Morethan Hotels own a
portfolio of 12 boutique hotels.
Portfolio of luxury hotels
Provide administration
services on behalf of a Middle
East investor for a number
of onshore and offshore
companies through which
a portfolio of luxury hotels
held.
Offshore Solutions for Hotel and Resort Investment 7

“consistently
highly rated by
clients and market
commentators”
“recommended in
the leading legal
directories”
“We have an
established,
substantive
presence in the
key offshore
jurisdictions of BVI,
Cayman, Guernsey
and Jersey”
Ogier Expertise
Many of the firm’s lawyers and administrators
joined from the world’s leading law firms,
accountancy firms and financial institutions and
bring a wealth of international knowledge and
experience in their respective areas.
Ogier is consistently highly rated by clients and
market commentators in independent research
studies and regularly leads offshore league
tables.
A number of the firm’s partners and lawyers are
recommended in the leading legal directories for
their particular areas of expertise.
Our People
Ogier invests significantly in recruiting, training
and developing its people to ensure that we have
the very best legal skills and experience in the
business.
In 2008 we launched a new career development
programme called ‘MyCareer@Ogier’ which is a
holistic and tailored development programme for
every Ogier employee.
Ogier also contributes to its local communities,
has a corporate and social responsibility policy
in place, a policy on diversity and is an equal
opportunity employer.
Differentiation
We have an established, substantive presence
in the key offshore jurisdictions of BVI, Cayman,
Guernsey and Jersey. As such we are ideally
placed to advise clients on the appropriate
jurisdiction to best suit their needs.
Clients tell us that our people, client relationship
development approach and highly responsive
client service sets us apart from other offshore
law firms as we command a very good
commercial understanding of their business
needs.
We recognise the importance to clients of the
consistent delivery of a highly responsive,
commercial client service and attention to detail.
Through a combination of our legal teams and
Ogier Fiduciary Services we are able to provide
both the initial legal advice and structuring and
also the on-going administration for funds, trusts,
SPVs and other structures.
8 www.ogier.com

“Award-winning
legal teams”
Why use Ogier?
Below are a few of the key benefits of working
with Ogier:
••
Seamless, integrated offshore legal and
offshore and onshore administration services
••
Highly responsive and consistent client
service
••
Fast access to a range of offshore
structuring options through Ogier’s
international network
••
Award-winning legal teams
••
Track record and experience: we act for all
of the top 25 global law firms and 17 of the
top 25 global banks
••
Dedicated client relationship partners in
each jurisdiction
••
Accessible, flexible and commercial
approach
••
Tried and tested to deliver bespoke solutions
based on clients’ needs.
Contact Details
For further information concerning Ogier’s global
Hotels and Resorts Team please contact:
Jonathan Hughes
+44 (0) 1534 504336
jonathan.hughes@ogier.com
Nicholas Ward
+44 (0) 1534 504244
nicholas.ward@ogier.com
Offshore Solutions for Hotel and Resort Investment 9

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