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Hotels and leisure Our global experience

November 2015

Contents Development 4 Owners and operators

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Construction 8 Financing 10 Corporate and commercial

12

Mergers and acquisitions

14

Joint ventures

16

Dispute resolution

18

Intellectual property

20

More than 50 locations, including Houston, New York, London, Toronto, Hong Kong, Singapore, Sydney, Johannesburg, Dubai.

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Hotels and leisure

Introduction Our global legal practice is highly experienced in all aspects of the hotel and leisure industry. We advise hotel owners, developers, private financiers, banks and many of the world’s top hotel and leisure operators on all aspects of their operations. Through our extensive global platform of lawyers we are able to provide a co-ordinated legal service catering to all aspects of our clients’ legal needs – from a single project boutique hotel development, to a multi-jurisdictional hotel portfolio acquisition. Our previous track record in the hotel and leisure sector has not only given us insight into the often complex legal requirements of the industry, but has also enabled us to build an in-depth understanding of the commercial and practical aspects of our clients’ business. Internally, we continue to develop our hotel and leisure sector know-how, legal training and market knowledge dissemination for the commercial benefit of our clients. Our global offices can offer you the skills and experience required by a growing and diversified business.

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Hotels and leisure

Development We understand the importance of providing our clients with prompt, clear and comprehensive legal advice which covers every aspect of their proposed development. Our real estate teams work closely with our highly regarded environmental, planning and construction teams to make sure that every aspect of a proposed development is fully catered for. We are able to offer our clients the choice of having one or two key relationship partners to oversee and co-ordinate all aspects of a project to assist on cost efficiency, consistency and deliver a quality assurance on every element of legal advice provided.

Track record

We advised Israeli hotel group Fattal Hotels Ltd. on the acquisition and development of a three-star-hotel of the Fattal brand Leonardo in Munich. We advised Nakheel on the development, structuring and operation of the 52 storey The Palm Tower Hotel & Residences located on the Palm Jumeirah in Dubai which will be operated under the St.Regis brand. We advised a Saudi family group on the acquisition, development and subsequent management of four affordable hotels in Malaysia under a newly created affordable accommodation brand. We advised a San Antonio development authority on the guaranteed maximum price construction contract, development agreement, hotel management agreement, and franchise agreement for the development and construction of a new mid-rise hotel on a former military base in Texas.

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We advised a Dubai property developer in relation to the appointment of an internationally renowned hotel provider to operate approximately 260 luxury serviced residences in Nigeria, including advice on the sale and leaseback to the developer in order to protect the appointment of the hotel operator. We advised the developer in relation to a resort and mixed facilities project on Curtis Island off the Queensland coast. This involves leasehold tenure and structuring of owners associations, leasing and services agreements, resort operator and infrastructure agreements, and sales documents. We advised the landowner on the development and operation of a five-star hotel in Cairo, Egypt, with associated leisure and serviced apartments, including negotiation of all documentation with the hotel operator.

We advised the sponsors Saudi Oger Limited, TAV Havalimanlari Holding A.S, and Al Rajhi Holdings on the US$1.2 billion expansion of Madinah Airport in the Kingdom of Saudi Arabia including the development of a four-star airport hotel to be operated under the Millennium by Copthorne brand. We advised the developer in connection with the sale of an ownership interest in the former Four Seasons Hotel in Montreal to Four Seasons and the negotiation of a management contract with Four Seasons. We advised Banyan Tree Holdings, a Singapore based luxury hospitality REIT, in relation to the acquisition of a prime development site overlooking Brisbane’s CBD in Kangaroo Point, for $15 million from the State Government, which included advice on transaction structuring, planning and development issues and overall management structure.

Hotels and leisure

We advised CDG Dev/CGI, a subsidiary of the Moroccan institution Caisse des Dépôts et de Gestion, in developing the 500 million MAD Casablanca marina and hotel, which will be built overlooking the Atlantic ocean. We advised a large regional developer on a landmark mixed-use development in Nairobi, Kenya, comprising residential apartments, a hotel, retail and leisure facilities. We advised Brookfield Multiplex in relation to the liquor licensing regime at its Portside Wharf development, part of the larger rejuvenation of the Hamilton frontage to the Brisbane River. We advised a local developer in the construction, management and operation of a proposed five-star hotel and spa in Ulaanbaatar, Mongolia. We advised the developer (SB McLaughlin Group) in connection with the development of the Sheraton Centre in Montreal.

We advised for the development syndicate in relation to Metacap, Empire Square – a 77-storey mixeduse building in the Brisbane central business district, comprising branded apartments with a major hotel operator, a hotel component with the same operator and a commercial office space. We advised Brisbane Airport Corporation on developing and leasing the first “Airport City” hotel – the BAC Novotel, Brisbane. This included negotiating the development agreement and longterm lease. We advised a Moroccan touristic investment fund with respect to the development and to the operation (including the management agreements) of two hotels in Marrakech to be operated by Marriott and Anantara. We advised Mubadala Development Company on the legal structuring and documentation of luxury residences located in the Four Seasons Abu Dhabi and Rosewood Abu Dhabi.

We advised Intrawest Inc. in connection with the acquisition, financing and development of the Station Mont Tremblant four season destination resort in Mont-Tremblant Quebec. We advised Caisse de Dépôt et de Gestion with respect to the negotiations with ORASCOM and CLUB MED and the signature of hotel agreements concerning the development of new Vacation Villages in Chbika. We advised Club Med on the acquisition of potential sites for development as resorts in Tanzania. We advised on the negotiation and conclusion of agreements with Starwood for the establishment of both a five-star Westin Hotel operation and branded Westin Residences operation in a Brisbane CBD project. We advised the developer of the Mjejani Eco Residential Estates, a premier game reserve in South Africa, on land use rights and registration.

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Hotels and leisure

Owners and operators We can draft and provide advice on all aspects of hotel and restaurant management agreements, technical services agreements and centralised services agreements, as well as structuring rental pooling and condominium ownership agreements. Having negotiated on both “sides of the table”, we are able to quickly and efficiently focus on the issues that are of most importance to each party, to cut through the noncritical information and focus on what really matters.

Track record

We advised Société d’Aménagement et de Promotion de la Station de Taghazout in relation to the execution of hotel agreements regarding development, financing and management of the “Hyatt Place” hotel in Taghazout. We advised a leading international hotel operator on several areas of its business operation in Moscow and several other Russian cities, including advice on real estate issues and hotel management documentation. We advised a private members’ club in Dubai International Financial Centre in relation to its licensing requirements and leasehold premises. We advised RCAR (Public pension Funds) with respect to the negotiations with Pestana and the signature of hotel agreements concerning renovation and management of the former Club Med in Marrakech. We advised Holiday Inn on the lease of a newly built underground parking lot and land use rights in the Netherlands.

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We advised Mubadala Development Company PJSC on hotel management documentation, including technical services, trademark licensing for the Rosewood Hotel Abu Dhabi. We advised a local sub-developer on structuring the ownership and management agreements for six hotel apartment properties in Dubai. We advised Palmeraie Développement Group on hotel agreements entered into with Intercontinental Hotel Group in relation to the Palmeraie Golf Palace located in Marrakech. We advised Viceroy in relation to the development and operation of a hotel and hotel apartments on the Palm Jumeirah in Dubai. This included advice on the hotel management documentation, land ownership and Dubai’s strata title regime. We advised Westbridge Europe, a hospitality industry investment fund, on property related issues with regard to their investments in the Netherlands.

We advised Dusit Thani Plc on managing and operating a proposed five-star Dusit Hotel on Hainan Island in China. We advised and negotiated the term sheets, technical services agreement and management agreement proposed by the international hotel operator. We advised the Indian Hotel Company on revising and updating its standard form operation management agreement and technical services agreement to be used going forward for all hotel deals outside of India. We have also advised on several of its properties in Dubai, London and South Africa. We advised a restaurateur in relation to the operation of a large restaurant and retail shop in the Burj Khalifa, the world’s tallest building. We advised Golden Leaf Hotels and Residences in Frankfurt, Stuttgart and Munich on all aspects of its business operation.

Hotels and leisure

We advised Hotel Exploitatie Maatschappij (The Dylan), in the Netherlands on several areas of its business operation, including the acquisition of an adjacent property, zoning and planning and employment issues.

We advised Rezidor in the setting up of the two Radisson Hotels in South Africa.

We advised Amstel Hotel Maatschappij, the operator of the Intercontinental Amstel Amsterdam hotel in the Netherlands, on the operation of its business, including advice on construction law and administrative law issues.

We advised Juniper on its management rights operations for Palm Cove and other North Queensland resort properties (where it retains ownership of the assets) and providing advice on operating agreements and arrangements with the on site operator.

We advised Société Maroc Emirats Arabes Unis de Développement with respect to the negotiation of hotel management agreements for the creation and operation of the hotel Barcelo located in Fès and on the renewal of hotel agreements concluded with Starwood for the management and operation of the Sheraton hotel in Marrakech.

We advised Fairmont Resort Properties Ltd., the developer/ operator of Lake Okanagan Resort in connection with the purchase and management of the resort.

We advised MFS Group on the acquisition of the Sheraton Mirage Hotel Resort, Port Douglas and all associated facilities and the Sheraton Mirage Resort Gold Coast in Australia.

We advised Sheraton in connection with its management contract for the property following the sale of the Sheraton Centre in Montreal.

We acted as local counsel for the owner of Atlantis The Palm Resort in Dubai in relation to its AED 3.5 billion refinancing.

We advised an international hotel operator on its Africa expansion in the Democratic Republic of Congo and Nigeria.

We advised a property owner of a hotel in Almaty, Kazakhstan in negotiation of hotel management agreement with the Hilton Group of Companies.

We advised Guoco Group Limited, an investment holding company with operations and investments throughout Asia and in Europe.

We advised the owners of the Hotel Pennsylvania in New York City in connection with the acquisition, financing and general operations of the 1400 room hotel. We advised InterContinental Hotels Group on the sale of their property portfolio in the Netherlands. We advised Stone Creek Resorts Inc. in the set-up of a vacation club and related condo and zoning issues in Canada.

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Hotels and leisure

Construction Our construction team provides full support throughout the lifecycle of a project from initial inception and planning, through tendering, tender evaluation, contract award, construction and operation. If a project so demands, our construction lawyers can act as the fulcrum connecting each and every aspect of the design, planning and construction elements and can be the key link between each professional adviser. We are able to advise on both bespoke and industry standard forms of contract including FIDIC and NEC.

Track record

We advised Atlantis the Palm Limited on the design and construction of the ‘Atlantis - Phase II’ project, a 5 star luxury resort hotel destination of 800 keys at the Atlantis The Palm resort in Dubai, including drafting short form works contracts based on FIDIC Green Book, and building contracts for use on various works packages based on FIDIC Red Book. We advised Hakkasan Group on the drafting and negotiation of guaranteed maximum price construction contracts, architect’s agreements and subconsultant agreements for both an $80 million Omnia nightclub project in Las Vegas and a $40 million Omnia nightclub project in San Diego. We advised the Abu Dhabi Airport Corporation in relation to the EPCM contract for the refurbishment of Terminal 1 of the Abu Dhabi International Airport.

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We advised on the guaranteed maximum price construction contract, architect’s agreement and sub-consultant agreements for the development and construction of the new Brooklyn Bowl concert and entertainment facility in Las Vegas. We advised Hakkasan Group on the design, development, project management and construction of a $400 million hotel in Dubai. We advised BS Divested on the construction financing for the new Hilton and Hampton hotels, Terrace Mount, Bournemouth (owned by the Ted Baker group) which included reviewing the hotel management agreement structure for both hotels. We advised the developer of Durrat Khaleej Al Bahrain on all aspects of this 20 square kilometre mixed-use real estate development in Bahrain, including the concession agreements for desalinated water and ICT services, golf course design and management contracts as well as construction contracts and consultancy agreements.

We advised Multiplex GCC Holdings on the design and construction of the Four Season Hotel in Bahrain Bay, which will be the area’s tallest building. We advised Amlak (the real estate arm of Bahrain’s Social Insurance Organisation) on the Bahrain Marina Development Project, a mixed-use real estate development project comprising a five-star luxury hotel and apartments, a shopping mall, a fully-integrated family entertainment and educational centre and a recreational waterfront space with dining and retail facilities.. We advised a Middle East joint venture on a four-tower development of residential, hotel and office space on two plots of land adjacent to Bahrain’s mega mall known as “City Centre Mall”. The value of the development is US$340 million. We advised the sponsors of the award winning US$1.2 billion airport expansion of the Prince Mohammed Bin Abdulaziz International Airport, the first airport privatisation deal to close in Saudi Arabia and first ever PPP deal in the region to be entirely Shariah compliant.

Hotels and leisure

We advised a privately held international company holding significant hotel, restaurant and travel interests in relation to the review of its construction contracts for various remodelling projects in Canada. We advised Dalkia Bahrain on the design, construction and operation of a district cooling facility at the Al Areen Desert & Spa Resort development, which included drafting and negotiating a 25-year private utility concession agreement. We advised a contractor in Jabal Omar, Kingdom of Saudi Arabia on an engineering, procurement and construction contract based on the FIDIC Red Book, to build six hotels and a number of residential towers plus associated infrastructure for a large mixed- use development in Mecca. We advised Farglory on the construction documentation in relation to the development of four plots on Al Maryah Island in Abu Dhabi, including the construction of a hotel.

We advised a Queensland based development company and constructor in undertaking development of a serviced apartment complex in Japan (Alpen Ridge at Niseko) including complete structuring of Management Association for the Project and apartment management operation under a management rights operation. We advised a planning and construction services company in negotiations for the purchase of promissory notes relating to the Drake Hotel. We advised the developer of a 500bed Gilligan’s Resort & Hotel facility in Cairns, Australia from concept and design through to the construction stage and now its operation and subsequent lease to a resort operator. We provided property, planning, liquor and gaming advice, securing relevant development approvals, and general commercial advice regarding ongoing operations of the hotel and resort.

We advised Hilton, Queensland, the development manager of Brookfield Multiplex, on the development and construction of the AU$700 million Hilton Hotel complex at Surfers Paradise in Queensland. We advised the National Hockey League in relation to the financing and construction of a CA $400 million arena and entertainment complex in the City of Edmonton (home of the Edmonton Oilers) being a public/ private partnership between the Oilers ownership and the City of Edmonton. We advised Le Nordik In & Spa Inc. in relation to the financing and construction of Scandinavian spa and leisure centres in the city of Whitby, Ontario and in the city of Winnipeg, Manitoba. We advised a top hotel group on the implications related to refurbishment and disposal of a Parisian hotel classified as an historic monument.

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Hotels and leisure

Financing In emerging markets it is likely that a hotel or signature resutaurants will be purpose built/require substantial fit-out or, in established markets, that substantial refurbishment will be required. In an uncertain financial climate, alternative financing and capital raising may be needed to cover the costs of construction/refurbishment. Flexibility for alternative methods of financing needs to be assured when the project/ management documentation is prepared. Our finance teams can advise on all aspects of raising finance, from conventional debt financing to Shariah-compliant sale and leaseback structures.

Track record

We advised Emaar Properties in relation to a US$500 million syndicated loan facility for the financing of the construction of Emaar Square - a US$2 billion development in the Űskűdar district in Istanbul, including a hotel to be operated under Emaar’s ‘The Address’ brand.

We advised BMCE Bank with respect to the negotiation and signature of the financing documentation relating to the Royal Ranch Marrakech project.

We advised UniCredit on the Euro 165 million financing to the company owning the Forte Village Resort in Sardinia.

We advised IFC in connection with facilities made available for financing the construction, equipping and placing into operation of an 80-room three-star Protea branded hotel to be located in the copperbelt town of Ndola in Zambia.

We advised Emirates NBD acting as lead arranger on the US$360 million real estate financing of the new W Hotel and Residences, a luxury resort to include 300 hotel rooms and 45 luxury residences, located on the Palm Jumeirah, Dubai. We advised on a US$100 million facility to be made available by Standard Chartered Bank to refinance existing facilities which had including advising on security taken over the Intercontinental Hotel in Select’s Bay Central development in Dubai Marina.

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We advised Nedbank and Investec on the refinancing of the existing indebtedness of the One&Only Hotel in Cape Town.

We advised Banque Misr and the National Bank of Egypt as the mandated lead arrangers on the EGP3 billion syndicated financing for the “Mall of Egypt” for Majid Al Futtaim which will include retail, leisure and hotel facilities. We advised RBS Divested on the construction financing of the proposed Hilton and Hampton hotels, Terrace Mount, Bournemouth (owned by the Ted Baker group) which included a review of the hotel management agreement structure for both hotels).

We advised Morgan Stanley in connection with the restructuring of senior mortgage loans secured by a hotel development project in South Beach, Mississippi, which was behind schedule and over budget. We advised the Group Germaine on the construction financing of the ALT Hotel concepts at Halifax International Airport and Toronto International Airport. We advised Lloyds Banking Group on the recent re-financing for the Ham Yard Hotel, Soho, London, which, in addition to the banking and finance work, involved complex title and planning matters. We advised Barclays Bank PLC in relation to a recent refinancing of the Mandeville Court Hotel, London. We advised Attijariwafa Bank in the context of the conclusion of a MAD 248 million credit facility agreement with Risma (subsidiary of Accord) for the financing of the development and the operation of the Accord brand hotels in Morocco.

Hotels and leisure

We advised HSBC Bank plc on a secured term loan to Samosir Limited to finance Samosir’s purchase of the Howard Hotel at Temple Place in London.

We advised Brisbane-based finance and banking corporation Suncorp Metway Limited on a number of major hotel and resort financing transactions in Australia.

We advised an international lender on the proposed financing for a new Kempinski hotel in Accra, Ghana.

We advised Investec on the $10 million financing for the development of Mildura Marina Hotel and marina, the largest inland waterway development in Australia.

We advised Mashreq Bank and Al Hilal Bank as mandated lead arrangers of an AED 367 million Shariah compliant project financing of a construction of a theme park in Dubai to be known as the Restless Planet. We advised Bank of Ayudhya on the Thai Baht 1,350 million term loan facilities and Thai Baht 50 million working capital facilities granted to Soneva Kiri Resort Company Limited for the construction of the Soneva Kiri Resort in Thailand. We advised Bank of Ayudha on the Thai Baht 1,500 million term loan facilities and Thai Baht 50 million working capital facilities granted to The Evason Phuket Limited for the purposes of refinancing, of the Evason Phuket Resort & Six Senses Spa.

We advised the Royal Bank of Scotland with respect to restructuring and refinancing of a hotels portfolio operated by Radisson SAS for an amount of approximately €75 million. We advised Hanover International plc on the acquisition and financing of its extensive portfolio of hotels and residential conference centres in Europe. We advised the Business Development Bank of Canada in respect of various hotel construction financing transactions to Le Group Germain in its development and construction of the Alt Hotel concept; and to licensees of the Holiday Inn Express brand in relation to the construction of Holiday Inn Express hotels.

We advised Chase Manhattan Bank on the proposed financing of the Radisson Hotel in Moscow. We advised on and negotiated the loan documents in connection with a mezzanine loan, the proceeds of which will be used for the development and construction of a 47-story, 1,036 room four-Star hotel and convention center in downtown Austin, Texas. We advised IFA Hotels & Resorts FZE as borrower in relation to the US$115 million term loan facility provided by Standard Chartered Bank for the development and operation of the Fairmont Palm Jumeirah Hotel and Resort in Dubai. We advised CDPQ Mortgage Investment Corporation in connection with a number of different hotel related facilities, including a credit facility to finance the renovations of the Hôtel Le Germain in Montréal.

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Hotels and leisure

Corporate and commercial Key players in the hotel industry require their lawyers to have a detailed understanding of the corporate landscape in which they intend to operate and to be able to advise on advertising and marketing agreements, outsourcing, data protection, information technology and franchising. This is particularly important in a large number of jurisdictions where issues such as commercial licensing regimes, ownership restrictions, local business customs, fees and taxation will all need to be thoroughly explored. In many jurisdictions there is a gap between the “black letter law” and what is applied in practice. We have the experience to identify and deal with such issues. Track record

We advised Starwood European Real Estate Finance Limited on its £228.5 million initial public offering on the London Stock Exchange, the largest investment company initial public offering of 2012.

We advised China Merchants Securities (HK) Co., Ltd (CMS) as the sole placing agent in the top-up placing of 968 million shares in China Chengtong Development Group Limited. China Chengtong is engaged in property development, property investment, and hospitality ventures.

We advised African Development Partners on its US$25 million investment in leading Nigerian quick service restaurant operator, Food Concepts PLC. Food Concepts operates 77 restaurants in Nigeria and Ghana under the Chicken Republic and St Elmo's Pizza brands.

We advised JSH Group, a leading Italian hotel operator, in connection with several contractual matters relating to franchising agreements with major international hotel groups.

We advised Xenia International, part of the Saudi Arabian Zahid Group, on a standard form agreement for the franchising of its Casper & Gambini's restaurant concept throughout the Middle East.

We advised a Qatari real estate investment fund on the creation of a fund to hold hospitality assets.

We advised Lion Nathan on the restructuring and share sale of a 50-strong Victorian hotel portfolio.

We advised Maroc Hotels & Villages in commercialising the resort development area of “Aguedal” located in Marrakech, Morocco.

We advised PPHE Hotel Group Limited on employment issues arising from hotel acquisitions and on the drafting of service agreements for its directors and senior executives.

We advised Four Seasons on commercial and employment issues in connection with the Fours Seasons Safari Lodge Serengeti, Tanzania.

We advised one of the owners on the share purchase agreement for the hotel Crowne Plaza City Centre in Amsterdam.

We advised a European airline on its loyalty scheme. This included negotiation and agreements with a number of product and service suppliers, including hotel operators, car hire companies, luxury goods providers and a financial services company.

We advised leading hotel, casino and resort company the Peermant Group (with assets in South Africa, Malawi and Botswana) in relation to the undertaking of an internal corporate and financial restructuring. We advised Bangkok Bank on the capital restructuring and change of management in relation to the Niko Mahanakorn Hotel (now, the Grand Hotel) Ratchadapisek Road in Thailand.

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We advised on the acquisition and funding of The Gloucester Hotel, London by C2L Hotels Limited from Rank Hotels Limited.

Hotels and leisure

We advised the International Professional Services Organisation on the outsourcing of its global voice and data communications network covering 200 sites across more than 80 countries to a virtual network operator. We advised the Amsterdam Amstel Hotel on various aspects of their services agreements (such as laundry agreements) and on various labour law issues. We advised PPHE Hotel Group Limited, owner, operator and franchisor of hotels in Europe and the Middle East, on its migration from AIM to the standard listing segment of the Official List and to trading on the London Stock Exchange's listed securities. We advised CDG in relation to the negotiation with Club Med of operating contracts concerning the development of new vacation villages in Marrakech, and the creation of a common investment fund focusing in real property investments in Morocco.

We advised Warwick International Hotels on their worldwide insurance programme. We have pursued coverage claims and advised on claims against insurers and Warwick’s brokers. We advised The First Group on its acquisition of the Metro Grand Central Hotel building in Dubai. We assisted private investors on their acquisition of a Castel (Chateau Bel Air) for €2.8 million to be renovated as a boutique hotel and golf resort. We advised Rimrock Resort Hotel and Banff Springs Hotel in Alberta on numerous hotel matters. We advised a hotel chain in setting up a scheme for the purposes of combating weekend vacancy rates at their facilities in South Africa.

We advised Tasameem Real Estate, an Abu Dhabi property investment company, on its acquisition of the share capital of Hakkasan, owner of the Michelin-star winning Chinese restaurants of the same name. We advised Mumtalakat on its appointment of Kuoni to act as a destination manager for Bahrain as part of the Government of Bahrain’s efforts to increase tourism to the country and grow the hospitality sector. We advised PPHE Hotel Group Limited. on all their hotel operation and management activities in Germany including extension of the brand by opening new hotels at several locations in Germany, as well as new franchise agreements.

We advised the shareholders of Fairview Hotel Limited on the sale of shares to City Lodge Hotels Limited. Fairview Hotel Limited owns the Fairview Hotel and the Country Lodge in Nairobi, Kenya. Norton Rose Fulbright 13

Hotels and leisure

Mergers and acquisitions Our corporate teams offer a full service covering all legal aspects of M&A transactions. In recent years we have also developed a suite of M&A-related products which address clients’ key concerns in relation to the M&A process, in particular in the areas of risk identification and management in due diligence, cost management and certainty in the wider M&A process. Our real estate teams take the lead on the acquisition and disposal of properties and involve corporate, construction, employment, tax and other skilled teams to support this process. We offer a number of means of reporting, from full certificates of title, to overview reports on key real estate issues where portfolio acquisitions are contemplated.

Track record

We advised a Canadian Pension Fund in relation to the disposition of a portfolio of 18 hotels located in Germany, France, Austria and the United Kingdom.

We advised a group of Bahraini investors on the acquisition of a hotel building in Dubai containing 126 serviced apartments.

We advised the controlling shareholder (Issy Sharp) in the sale/privatization of Four Seasons Inc.

We advised Mubadala Development Company PJSC on buying a stake in a company developing a resort on Vagaru Island, located in the Shaviyani Atoll, Republic of Maldives.

We advised the owner on the AED 595 million sale of a 40 storey tower in Dubai Media City containing a hotel apartments, food and leisure facilities, and office space along with the sale of the two free zone hotel operating companies.

We advised GKI Resort (Tower Holdings) on the acquisition of the resort facilities on Great Keppel Island including 181 room threestar accommodation facilities, bars, restaurants, gymnasium, golf course and other retail outlets.

We advised Minor International Limited, a hospitality company operating over 1,500 restaurants and 100 hotels globally on its acquisition of a portfolio of assets from Sun International Limited, a resort hotel chain and casino operator listed in South Africa including assets in South Africa, Botswana, Namibia, Zambia, Swaziland and Lesotho.

We advised Lufthansa, Thomas Cook, TUI and Virgin Atlantic on the disposal of a 49% stake in The Airline Group Limited (the controlling shareholder of the National Air Traffic Control Service)

We advised a real estate opportunity fund in connection with a joint venture with another opportunity fund to acquire a portfolio of 13 hotels in Germany.

We advised Ivanhoé Cambridge Residential on the acquisition of the Rockhill Apartments in Montreal, a 1,000-unit residential complex acquired for $160M.

We advised Delta Air Lines, Inc. on its acquisition of Singapore Airline’s 49% stake in Virgin Atlantic and Virgin Holidays and a subsequent complex group reorganization.

We advised one of the key hotel and leisure companies in the world on an acquisition of the Westin La Cantera Resort & Hotel, San Antonio.

We advised a privately owned business in connection with a joint venture to acquire a mixed-use hotel, retail mall and office building in Miami.

We advised a Singaporean residential and hospitality development group on the establishment of a strategic crossborder joint venture platform with an Australian developer for the acquisition and development of a series of hotel assets in Australia, having a combined acquisition and development value in excess of AV $400 million.

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Hotels and leisure

We advised a Kazakh real estate investment company on the acquisition of a hotel in the centre of Moscow including undertaking extensive due diligence. We advised McGill University on the acquisition of the Marriot Courtyard Hotel, the Sheraton Four Points Hotel and the Hotel Renaissance and their conversion into student residences. We advised on the recent acquisition of 55 Newman Street. Fitzrovia, London, which involved detailed advice in relation to issues of planning and rights of light. We advised Al Faisal Holding Company, one of Qatar’s largest private groups, on its purchase of the W Hotel in London from Northern Irish developer McAleer & Rushe for just under £200 million with financing provided by Qatar National Bank. We advised Hanover International Plc on the US$33 million acquisition of Andrew Weir Hotels Limited.

We advised The Lynd Companies on the acquisition and renovation of the historic St. Anthony Hotel in downtown San Antonio, Texas. We acted on ITT Sheraton’s acquisition of hotels from Marriott UK Holdings Limited. We advised the Imperial Hotel, Cork when it bought and subsequently sold the Imperial Hotel from Bridgend Group Plc. We advised the Bank of Scotland and Hanover International Plc for their acquisition and funding of Park Royal International Hotel, Warrington. We advised Malindi Investments Limited, who operate the brand Azura on a number of acquisitions in Tanzania including the acquisition of Amara safari lodge in Selous Game Reserve, Tanzania. We advised MFS in the $175 million acquisition of the Sheraton Mirage Hotel Resort, Port Douglas, and its associated facilities, and the Sheraton Mirage Hotel Resort Gold Coast in Australia.

We advised Banyan Tree Holdings, a Singapore based luxury hospitality REIT that manages and develops premium resorts, in relation to the acquisition of a prime development site in the Gold Coast, with an end value of an estimated A$100m, including advising on the development of an international holding structure, advising on tax, stamp duty and foreign investment issues. We advised PPHE Hotel Group Limitedon its central London portfolio, including the acquisition of Marlbray Limited, the owner of the Park Plaza Westminster Bridge. We also advised on its financing from Bank Hapoalim of the Crowne Plaza City Centre hotel. We advised Sunflower Management GmbH & Co. KG on a hotel lease agreement and an option to purchase all shares in the owner of the Hotel Zenettiplatz in Munich, Germany. We advised Intercontinental Hotels Group in connection with its acquisition of a 50% interest in the Intercontinental Hotel property in Montreal.

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Hotels and leisure

Joint ventures We recognise the importance of strategic joint ventures in doing business whether in new markets, new product areas, or with strategic partners to deliver new projects. We advise on all the legal issues during the lifetime of a joint venture: its formation, evolution and break-up (amicable or contested) and we understand the drivers which may affect an acquisition by a joint venture vehicle. We advised Shangri-La Hotels in their acquisition of a 55% joint venture interest in the assets and long term head lease of the Pier Complex on the Cairns waterfront in Queensland Australia. That complex comprises the Shangri-La Hotel (the Marina) and over 40 retail, restaurants and business units. We subsequently acted on the acquisition of the remaining 45% interest in the complex now wholly owned by Shangri-La Hotels.

Track record

We advised master developer Nakheel on its joint venture with RIU Hotels & Resorts to build a 750-room beachfront resort at Deira Islands, Nakheel’s new, 15.3 square kilometre mixed-use waterfront city in Dubai. The resort will be the first four-star all inclusive resort in Dubai. We advised Mubadala Development Company PJSC on its joint venture with Kor Hotel group to develop and operate ultra-luxury hotels in the MENA region. Our advice included the negotiation of standard form hotel management documentation. We advised Mubadala Development Company PJSC on its joint venture with Majid Al Futtaim Investments LLC of Dubai to develop and operate a mixeduse development including hotels. We established and advised on a joint venture between Blackstone Real Estate Acquisitions, Colony Capital and Accor for the £320 million acquisition and financing of the Vivendi hotel portfolio in France.

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We advised an international hotel company in connection with a joint venture with the owner of a property in New York City for the development and financing of a “time share” hotel. We advised a Kazakh real estate investment company on a proposed real estate investment in Turkey including a joint venture with a leading Turkish hospitality group to construct a new hotel and entertainment complex. We advised a regional private equity firm in relation to a joint venture, the acquisition of franchise rights and leasing of space in relation to the Rainforest Cafe in Dubai. We advised the German hotel group, Wellness Hotels, on a joint venture and long-term lease. We advised an international investor on a joint venture, a development agreement and acquisition agreements to buy a site to develop a mixed-use hotel and leisure facility on The Palm Jumeirah, Dubai.

We advised Lion Nathan on a joint venture to establish “Mustang Bar” themed hotels in Queensland, Australia. We advised Aldar Properties on the termination of shareholder arrangements with a hotel development company and transfer of the departing shareholder’s interests in the joint venture to an affiliate. We advised an investor on a US$800 million joint venture with an established Las Vegas casino to build and operate a flagship casino in Macau, S.A.R., China. We advised Aldar Properties on the disposal of its 50% interest in Farah Leisure Parks Management, a company established for the operation and management of Ferrari World Abu Dhabi and Yas Waterworld, to a subsidiary of the Abu Dhabi government.

Hotels and leisure

We advised Nakheel on its joint venture with Busch Entertainment Corporation to create the ‘Worlds of Discovery’ on The Palm Jebel Ali. This is designed to include four theme parks, SeaWorld, Busch Gardens, Discovery Cove and, the BEC’s newest theme park brand, Aquatica, SeaWorld’s water park. We also advised on the intellectual property, operating leases and associated property elements. We advised a developer on setting up a property development joint venture in Oman for two separate sites, one of which was classed as an integrated tourist complex, which benefited from a different land ownership regime. We advised a lender on creating and securing the financial structure relating to a joint venture hotel in close proximity to the largest airport in South Africa. We advised private equity providers, Orion Capital, on their joint venture with the Marriott Vacation Club International and the related acquisition of 47 Park Street in London’s West End for use as a Marriott Grand Residence Club.

We advised Le Groupe Germain in joint venture projects relating to the construction, financing and operation of certain multi-use developments in the Provinces of Ontario and Alberta, including the Hotel Le Germain Calgary.

We advised on setting up a joint venture in the Netherlands and indirect acquisition of almost 50 per cent in two Russian companies owning and operating a hotel of international brand and a business center.

We advised Mubadala Development Company on the establishment of a joint venture for the development of sports, leisure, retail and residential development at Zayed Sports City in Abu Dhabi.

We advised Mubadala Development Company on its joint venture to develop the Galleria at Sowwah Square, a premium luxury retail and leisure destination in Abu Dhabi.

We advised Intrawest Inc. in connection with the joint venture development and financing agreements for the Fairmont Chateau Mont Tremblant and negotiation of the management agreement with Canadian Pacific Hotels (now Fairmont Hotels). We advised a client on a proposed equity investment in a joint venture incorporated to undertake the development of a hotel in Harlem, New York City.

We advised PPHE Hotel Group Limited, Croatia when it bought 20 per cent stake in a portfolio of hotels and apartments. The majority interest was owned by a fund managed by Goldman Sachs. We advised Starwood Hotels and Resorts Worldwide in its acquisition of a significant interest in the W Hotel in Montreal through a partnership with Caisse de dépôt et placement du Québec.

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Hotels and leisure

Dispute resolution Our team is experienced in all areas of international dispute resolution – litigation, arbitration and means of alternative dispute resolution, such as mediation. Where we do not have rights of audience, we work with highly regarded local advocates to check that the dispute resolution process is managed efficiently. We regularly advise on dispute avoidance and risk management, the choice of the appropriate dispute resolution procedure and conducting or supporting commercial settlement negotiations.

Track record

We advised a five-star hotel operator on a potential dispute related to territorial restriction provisions in Dubai. We advised Mandarin Oriental Group in relation to the termination of hotel agreements concerning the development and management of the Mandarin Oriental Hotel - Jnan Rahma located in Marrakech. We advised an international project management company on a multimillion dollar dispute concerning an infrastructure and hotel project in Bahrain. The dispute involves Bahraini proceedings and an ICC arbitration. We advised an international hotel company in a multi-million Euro dispute regarding the envisaged termination of a management agreement. We advised a major Dubai based developer as respondent in a DIAC arbitration with a contractor. The dispute was over amounts allegedly due under a contract relating to a high-profile project in Dubai. The approximate value of the dispute is AED23 million. 18 Norton Rose Fulbright

We advised in relation to all liability issues in relation to the JLT Hotel Insurance scheme. This has involved acting for over 100 hotels in the scheme. We advised a plot owner, one of the largest local construction companies, on a potential dispute with the master community developer in respect of the ownership of the plot and its development as a five-star hotel. We advised Landmark Group on several disputes with a major Chinese developer before the China International Economic and Trade Arbitration Commission. We advised a Bahraini joint venture company on disputes with two developers after it terminated construction agreements for projects (including a hotel) in Bahrain with a combined value of over US$45 million. We advised on an internal investigation into financial irregularities and related systemic issues for a major international hotel group. This resulted in individuals being sanctioned, a restatement of accounts and the tightening of systems and controls.

We advised a top international hotel chain on a competition law dispute with a rival hotel operator and the airport operator where the hotels are based. This was over an alleged anticompetitive agreement between the rival hotel operator and the airport operator, and the alleged abuse of dominant position by the airport operator. We advised Choice Hotels in managing all disputes arising from the Choice Hotels franchisee network in France. Our work included advice on contracts, royalty collection, compliance of hotel fittings, leases and capital lease, network disruption, breach of franchisor obligations and postdisposal disputes. We advised KLC Real Estate Holding, Serbia, in a dispute over a shareholder’s agreement to develop and manage a luxury five-star Serbian hotel, which involved a major luxury hotel company. We advised the receiver on the realization of a hotel property in Edmonton, Alberta.

Hotels and leisure

We advised one of the largest local construction companies on the real estate aspects of the restructuring of US$9 billion liabilities under syndicated and bilateral loan facilities and derivative transactions, including the group’s extensive hospitality assets in the UAE. We advised Westbridge Europe, a hospitality industry investment fund and owner of Holiday Inn’s Hotel De Boelelaan and Crowne Plaza Hotel Amsterdam, on a dispute over the ownership of co-generators installed on the hotels’ rooftops. We advised KLC Real Estate Holding Inc on a potential ICC case over a dispute over a shareholders’ agreement. This related to the development of a luxury hotel in Croatia. We also advised on what steps can be taken to obtain security for our client’s claim in Croatia. After commencing ICC arbitration proceedings, we managed to secure a settlement agreement on very favourable terms for our client.

We advised a listed real estate company on a dispute about our client’s termination of a US$20 million consultancy service agreement with an engineering company to work on a high profile hotel construction in Bahrain.

We advised a contractor, bringing an adjudication claim for extension of time and non-payment of an interim payment relating to a JCT 81 design and build contract for a hotel. The adjudication was conducted under the JCT Rules.

We advised the owner and developer of the new Brighton Leisure Complex. Our work included bringing an adjudication claim for defective design and build against the architect and contractor. This was a tri-partite adjudication conducted under the TeCSA rules (amended by contract).

We advised the claimant contractor in an £8 million claim for extensions of time and loss and expense on the construction of the Blackfriars House Hotel in central London.

We advised Eikon Real Estate LP on a dispute between the parties who created a joint venture to build a hotel complex on a Greek island. We advised the Novotel Group on the imposition of blanket regulation restrictions by the Queensland government on the resort’s trading operations, curtailing its ability to host corporate functions, conferences and seminars.

We advised Hudson Advisors GmbH on a dispute over construction defects in Bayernpost, a new five-star hotel in Munich. We advised an international hotel chain on a competition law dispute with arrival hotel operator and the airport operator where the hotels are based. This was over an alleged anticompetitive agreement between the rival hotel operator and the airport operator and the alleged abuse of dominant position by the airport operator in discriminating in favour of our client’s rival hotel operator.

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Hotels and leisure

Intellectual property We understand that the cornerstone to the protection of hotel operators’ business interests is the protection of their intellectual property (IP). IP will be a key value driver for many of the projects with which hotel operators are involved. Beyond hotel operations this may include hotel resort partnerships and other franchising. Our experience helps hotel operators protect their valuable interests when licensing their rights. Our IP lawyers can also advise and support hotel operators in procuring appropriate licences to use the valuable know-how developed by major brand operators.

Track record

We advised Fairmont Hotels in relation with their trade-mark related matters, including trade-mark litigation, the protection of the FAIRMONT brand in Canada and the management of their trade-mark portfolio in Canada. We advised Mubadala Development Company PJSC on trade mark and branding issues in developing a number of resorts with international hotel operators, including Viceroy Abu Dhabi. We advised real estate and luxury resort development business Saraya Holdings, MENA on branding and licensing agreements and its trade mark portfolio as part of a due diligence exercise. We advised Carnival Plc’s Cunard operation, the former owner of the QE2 ocean liner, on trade mark and licensing in its US$100 million disposal of the QE2 ocean liner vessel to Dubai World.

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We advised real estate developer Nakheel on trade mark issues relating to The World island construction project in Dubai. We advised a Dubai-based developer on licensing arrangements with Busch Entertainment Corporation to develop various theme parks. We advised Dubai government-owned property developer Brand Protection International to prevent misuse of its brand on the internet and in foreign jurisdictions. We advised a restaurant chain with over 300 locations on trademark clearance and enforcement matters, including several lawsuits to enforce trademark and trade dress rights.

We advised Bavarian Bier Café, International, a group of bars and restaurants, on global IP protection, brand licensing, distribution, restaurant acquisitions, hospitality and events management, concession arrangements, premises leasing and liquor licensing. We helped Gloria Jean’s Coffees International with various issues on its network of cafés in 35 countries, including intellectual property creation and protection strategies, international master franchising arrangements, trade mark licensing, international terms of trade, merchandising, distribution and logistic agreements, privacy and data protection advice, compliance with global regulation and laws, and international dispute resolution.

Hotels and leisure

We advised McDonald's Middle East on intellectual property issues arising from the design and development of a new staff uniform. We advised Purple Honey Group, an investment company that creates and operates innovative food and beverage offerings, on brand strategy and trade mark protection in connection with its ‘Biryani Pot’ gourmet Indian fast food restaurant chain. We advised Hanover International Hotels in relation to a software development, licensing and integration project involving three software suppliers. We advised Marriott International Inc. on its Australian franchises, covering negotiating and drafting agreements for local operations as well as hotel gift cards.

We advised The Swatch Group on a range of commercial intellectual property matters, including advice on brand management, commercial agreements and also contentious intellectual property issues.

We advised Abu Dhabi Tourism and Culture Authority on a range of commercial contracts and intellectual property issues in connection with tourism and hospitality developments in the Emirate.

We advised on international trade mark portfolio management services, including clearance searches, registrations, renewals, watching services, oppositions and prosecutions, for a range of international corporations. These include Salvatore Ferragamo, Toshiba, Australia Post and Boost Juice.

We advised a major UAE digital content and services provider on the provisions of UAE Copyright Law concerning collective agreement and licensing in the context of music performance rights.

We advised Nakheel on sourcing arrangements with Busch Entertainment Corporation in relation to the proposed development of SeaWorld Dubai, Aquatica, Busch Gardens and Discovery Cove theme parks in Dubai.

We advised a Dubai real estate investment company on negotiations with Marvel Entertainment for a licence to develop branded indoor family entertainment centres.

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Hotels and leisure

Global resources Norton Rose Fulbright is a global legal practice. We provide the world’s pre-eminent corporations and financial institutions with a full business law service. We have more than 3800 lawyers and other legal staff based in more than 50 cities across Europe, the United States, Canada, Latin America, Asia, Australia, Africa, the Middle East and Central Asia.

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Sydney 1 Susandarini & Partners in association with Norton Rose Fulbright Australia 2 Mohammed Al-Ghamdi Law Firm in association with Norton Rose Fulbright US LLP 3 Alliances

Norton Rose Fulbright Norton Rose Fulbright is a global legal practice. We provide the world’s preeminent corporations and financial institutions with a full business law service. We have more than 3800 lawyers and other legal staff based in more than 50 cities across Europe, the United States, Canada, Latin America, Asia, Australia, Africa, the Middle East and Central Asia. Recognized for our industry focus, we are strong across all the key industry sectors: financial institutions; energy; infrastructure, mining and commodities; transport; technology and innovation; and life sciences and healthcare. Wherever we are, we operate in accordance with our global business principles of quality, unity and integrity. We aim to provide the highest possible standard of legal service in each of our offices and to maintain that level of quality at every point of contact. Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.

References to ‘Norton Rose Fulbright’, ‘the law firm’, and ‘legal practice’ are to one or more of the Norton Rose Fulbright members or to one of their respective affiliates (together ‘Norton Rose Fulbright entity/entities’). No individual who is a member, partner, shareholder, director, employee or consultant of, in or to any Norton Rose Fulbright entity (whether or not such individual is described as a ‘partner’) accepts or assumes responsibility, or has any liability, to any person in respect of this communication. Any reference to a partner or director is to a member, employee or consultant with equivalent standing and qualifications of the relevant Norton Rose Fulbright entity. The purpose of this communication is to provide information as to developments in the law. It does not contain a full analysis of the law nor does it constitute an opinion of any Norton Rose Fulbright entity on the points of law discussed. You must take specific legal advice on any particular matter which concerns you. If you require any advice or further information, please speak to your usual contact at Norton Rose Fulbright.

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