Hotel Purchase and Sale Agreements: Due Diligence, Management Contracts, and Regulatory Compliance

Guy Maisnik | Jeffer Mangels Butler & Mitchell LLP

Guy Maisnik has over four decades of commercial real estate transactions with a strong expertise in hotels and finance.

A partner and Vice Chair of the JMBM Global Hospitality Group®, Guy is a senior member of the JMBM Chinese Investment Group, and a partner in the JMBM Real Estate Department.

Guy advises clients on hospitality transactions, with both a practical business and legal focus, representing buyers, sellers, lenders, opportunity funds, special servicers, REITs and developers in hotel transactions, joint ventures, hotel management agreements and franchise agreements, buying, selling and ground leasing of hotels, hotel management companies, and complex mixed used development, fractional and timeshare structuring. Guy assists lenders and mezzanine lenders with the structuring of their hotel lending programs and the workout of their problem loans and portfolios.

Guy’s practice is equally national and foreign, where Guy advises on matters throughout the United States, Mexico, Canada, South America, Caribbean, Eastern and Western Europe, Australia, Middle East and Asia.

He also has significant experience in structuring capital raises through Asian investment funds, EB-5 and other foreign investment vehicles, and structuring workable condo hotel and resort trust solutions for domestic and foreign buyers and investors.

Jonathan Falik| JF Capital Advisors

Jonathan Falik is the Founder and Chief Executive Officer of JF Capital Advisors. Mr. Falik leads the firm’s hospitality business, which includes equity and debt placement, asset acquisitions and dispositions, portfolio transactions, JV structuring, asset management, management company and brand evaluation, and strategic and capital markets advisory services.

Mr. Falik was a Senior Managing Director and the Head of Hospitality Capital Markets at BGC Real Estate Capital Markets. Simultaneously, Mr. Falik was the Head of Hotel Investment Sales for Newmark Grubb Knight Frank. Previously, Mr. Falik was a Managing Director and Head of the Lodging and Leisure Investment Banking group at Cantor Fitzgerald & Co.

Prior to joining Cantor Fitzgerald, Mr. Falik was the founder and CEO of JF Capital Advisors, a lodging advisory and principal investment firm. While at JF Capital, Mr. Falik led the acquisition or development of 25 hotels with over 5,500 keys and an aggregate cost of approximately $1 billion. Additionally, Mr. Falik Prior to joining Cantor Fitzgerald, Mr. Falik was the founder and CEO of JF Capital Advisors, a lodging advisory and principal investment firm. While at JF Capital, Mr. Falik led the acquisition or development of 25 hotels with over 5,500 keys and an aggregate cost of approximately $1 billion. Additionally, Mr. Falik

Mr. Falik has over 25 years of experience in the real estate and lodging sector. He has worked on numerous M&A and financing transactions involving well over 2,000 hotels and over $30 billion of transaction value. Of the $30 billion, $29 billion was completed as an advisor and $1 billion was completed as a principal. He has been actively involved with mergers and acquisitions of public and private companies, portfolio sales and single asset sales, equity financings, high yield financings and mortgage financings. Mr. Falik has extensive hospitality experience as an agent, advisor, principal, owner, borrower, guarantor, franchisee, lender and asset manager.

Tara K. Gorman | Womble Bond Dickinson

Tara Gorman approaches the practice of law like great chefs approach cooking. Anything her clients can conceive, Tara can combine all the ingredients and ideas and create a masterpiece agreement that meets the needs of all the parties and gets the deal done. She focuses her practice on hospitality law, advising clients domestically and internationally on a broad spectrum of matters, including hotel acquisitions, licensing, branding, financings, operation, and development. She has extensive experience in management, licensing, and branding agreements for hotels, restaurants, water parks, and casinos. A trusted advisor, Tara is known for her practical, business-focused counsel, her creative solutions, and her ability to see beyond legal and business issues to create consensus quickly.

Tara maintains a diverse real estate practice, concentrating on commercial real estate acquisitions and sales; office, retail, and data center leasing; and telecommunication license agreements. She has represented a range of institutional investors in connection with their real estate investments, as well as governmental and quasi-governmental agencies with respect to their real estate holdings.

In addition to her practice, Tara is the Chair of the Timesharing and Interval Use Committee of the Hospitality Group of the Real Property and Probate Section of the American Bar Association; Professor in Residence (Adjunct) at the Washington College of Law of American University in Washington, D.C., as part of the Hospitality and Tourism Law Program; and on the Board of Advisors of the Georgetown University Law Center’s Hotel & Lodging Legal Summit. She regularly speaks at conferences and seminars on real estate and hospitality topics and is the author of The Law Goddess Blueprint and a contributing writer to the textbook Hotel Law – Transactions, Management and Franchising.

I. Due diligence and property evaluation | 1:00pm – 1:20pm

II. Seller representations and warranties in hotel purchase and sale agreements | 1:20pm – 1:35pm

III. Evaluating hotel management and franchise agreements| 1:35pm – 1:50pm

IV. Retaining or terminating the hotel management/franchise affiliation | 1:50pm – 2:00pm

Break | 2:00pm – 2:10pm

V. Closing contingencies and key provisions in the purchase and sale agreement | 2:10pm – 2:25pm

VI. Litigation and dispute resolution in tribal energy matters | 2:25pm – 3:10pm

• Letter of intent, financing, and structural issues
• Key issues with employee retention and transitions, intellectual property and hidden lines and taxes