We have truly been part of some of the largest hotel investments in the Asia region, and commit our team and resource to ensure client service levels are consistent during all aspects of a hotel investment.
Our deal record speaks for itself.
In Thailand, 2016-2017, we assisted with one of the world’s largest travel companies, TUI Group, with their subsidiaries investment into a joint venture for an existing hotel operation in Khao Lak, Phang Nga. Our work comprised: preliminary due diligence; MOU negotiations; full due diligence on all aspects – corporate; property; employees; licensing and regulatory; I.T.; assets; commercial contracts; debts; litigation. We further worked with external tax and accounting advisers to ensure the legal due diligence results were aligned with the results of external independent due diligence to produce the full set of required representations and warranties; conditions precedent and subsequent for the transaction.
We also worked on the transactional documents: sale and purchase agreement; escrow agreement; umbrella agreement; joint venture agreement; hotel management agreement; and handled a share transfer; major share re-structuring through recapitalisation and reduction of existing bank finance, new loans, and termination of existing branded operations, all on the same completion date.
We continue to represent Robinson Club GmbH with their interests and to assist the joint venture on ongoing legal matters.
We represented Kanok Furniture and Decoration Co. Ltd, a Thai family company which was founded in 1971 and grew over 4o plus years to be a 950 employee company specialising in sophisticated hotel and projection renovations, across the world, in it’s largest overseas investment from Thailand into a heritage site building on the Strand, Yangon as a hotel conversion.
We were selected through personal recommendation and advised on all aspects of the transaction from the MOU between our client and operator, aspects of the Joint Venture with the Myanmar enterprise which secured the first Myanmar Investment Commission approval for a project of this nature, the hotel management agreement and pre-opening arrangements with Kempinski and completion of transaction documents.
Critically, we then assisted our client with the procurement of a 65m USD Credit Facility with Siam Commercial Bank between Thailand, Singapore and Myanmar.
We were the sole law firm representing our client, whilst the banks engaged their own in-house legal; external counsel in Bangkok and Singapore; and we dealt with local counsel in Myanmar. We worked closely with our client and oversaw the credit facility arrangements to completion, and continue to work on ongoing legal matters from time to time leading up to hotel operation commencement.
We represent, on an ongoing basis, a private equity owned hotel operation in Phuket in relation to its conversion from a mixed use hotel and residential project, into an internationally branded operation.
This advice required clear and concise opinions to be issued to our client, and to third parties in relation to the obtaining of a hotel license for the residential condominium aspect of the project, assisting with the documents for the conversion including addendum to historical sales agreements, changes to the rules and regulations of the condominium to accommodate hotel use, negotiating the MOU and Hotel Management Agreement with the branded hotel operator including a loan advance for refurbishment works.
We continue to represent our client on post completion and other works.
We represented one owner in a collective of investors seeking to dispose of a hotel which the purchaser selected as an asset sale leaving our client to clear up outstanding liabilities and debts in the remaining entity. This deal was complex to structure as the buyer required as a condition precedent re-survey of land boundaries; adjustment of configuration of hotel; rectification of defects and a strict cut-off date for completion relating to the acquiring funds timetable.
Due to a negotiated price reduction, we assisted our client with limited representations and warranties, a liability cap, and wide deemed disclosure as part of the negotiated transaction. We then oversaw completion including acknowledgment of all disclosed documents and related documents as part of the process. Our client then had to finalise arrangements within it’s own investment group post completion.
We continue to represent this client in relation to its hotel operations business which includes asset management, and procuring hotel investments between investors and owners, operators and owners.
Our lawyers advised Spa Siam Thailand Co. Ltd, a bespoke, privately owned and Thailand based spa and wellness products company on structuring its offshore holdings through a company, overhauling its local company accounts to meet international standards and reorganising its management team. We also assisted the company to negotiate, structure and executer a Memorandum of Agreement with International Talent Brands (http://www.itb-worldwide.com/#home) setting out share participation, financing and an exclusive produce management arrangement to position the company in the US and UK markets as a celebrity endorsed global brand.
We also represented “the Cabin”, Chiang Mai, which is the wellness space in relation to its investor arrangements.
Our Team possesses leading experience on challenging complex hotel investments structured as joint ventures with finance restructuring
We can handle sales or disposals and strategically adjust to fit your commercial objectives
Our knowledge of the different styles applied by branded operators can assist owners navigate the conversion from self-operated to third-party operated or achieve a change of branded operator
Hughes Krupica understands and can assist with all of the component parts of a hotel investment, bringing all those parts together with the objective of achieving not only completion, but also the framework for a clear post-completion joint venture relationship
We amend hotel related transaction and finance related documents with the benefit of knowledge of the legal and commercial structure of a hotel from understanding the owner/operator tensions on capital renovations; agreeing budget; hiring and firing of key staff; through to understanding the limitations on domestic insurance policies for high value property and business assets.
We operate on a controlled volume, high quality basis. We have successfully assisted sellers with difficult finance pressured sales; purchaser’s with pre-structuring and post completion joint venture objectives; domestic companies in Thailand seeking to break into pioneer markets.
We pitch our fees in a balanced manner, so that you know we are being paid a fair price for time spent, whilst we ensure you are rewarded with appropriate long term reductions for a commitment to use our firm for a large transaction. We avoid predatory pricing techniques to maintain quality and focus, but will offer up-front preliminary works such as MOUs and preliminary due diligence to establish trust and comfort with our service.
Managing Director, Robinson Club GmbH
“A small law firm, doing big things well”
“Robinson Club GmbH is a German subsidiary of one of the world’s largest travel groups – TUI. We looked carefully amongst all the available potential law firms in Thailand to assist us with a complex, long term strategic part acquisition and ongoing joint venture. We were recommended Hughes Krupica by our trusted contacts who were proven right. We invested over 30m USD in our first venture to the Asia market, and we did so through careful pre-deal MOU negotiations; thorough and comprehensive due diligence, respectful treatment of our future JV partner during negotiations, bank finance structuring negotiations and a multi-staged completion organised to take effect in one day, including a large recapitalisation. Hughes Krupica delivered an exemplary and personal service to a high corporate standard”.
Mrs. Supalak Foong,
Director, Kanok Furniture and Decoration Co. Ltd, Thailand
“Protecting my interests; my family business interests and assisting with pioneer overseas investment”
“Choosing advisers for my family business is a critical decision, especially when a deal involves securitising assets and taking risk in a new jurisdiction. I chose Hughes Krupica on a recommendation and after interviewing their partners, and thankfully they delivered on their promise of specialist advice, commitment to getting every aspect of the transaction right. Hughes Krupica worked with me on the negotiations with Kempinski hotels in relation to the planned management of the to-be-converted property now known as the Heritage, the Strand, Yangon Myanmar. In conjunction with these negotiations, they further assisted with joint venture structuring, and then the critical element of the deal – securing and completing the documentation for the 65m USD credit facility deal. Hughes Krupica had to deal with a multitude of parties, several different teams of lawyers, with documents passing back and forth. Hughes Krupica not only kept up with the pace, but set the pace for others, correcting documents and understandings to ensure my interests were protected. I would recommend Hughes Krupica to any Thai or foreign investors thinking about making a similar high value investment such as mine.”
Mr. Bernhard Ollmann,
CEO, Asia Hospitality Partners (AHP)
“Equipped to handle deals for an owner, an operator or investor”
“As an experienced hotel operator; transactional and broker firm if we spend two years cultivating a deal and working with stakeholders to bring a deal together, I need to know that the right team of lawyers with the right leader style partners are at the helm working in a team, protecting their clients, but with a deal focussed mind – and that is what Hughes Krupica have provided time and time again.
Hotel deals are rarely cookie cutter and often require solution minded analysis, thought to the longevity of a deal, Hughes Krupica consistently provide pragmatic solutions to difficult issues, and work with all the stakeholders including other advisers to ensure that all relevant aspects of a deal are brought together in a logical, organised, efficient manner. Hughes Krupica’s team know when to remain calm, and when it is necessary to turn up the pressure to keep a deal moving towards completion.”
Mr. Lars Ydmark,
Managing Director, Tri-Asia Limited’
“Hughes Krupica handled HMA, Investment and Joint Ventures proving the pragmatism they are known for”
“Hughes Krupica have assisted me on the full range of matters relating to hotels – including the planning of structuring real estate residential and hotel use operations, HMA negotiations with multiple operators, joint venture structures, and assisting with local regulatory matters and contractual documentation. I have always found Hughes Krupica to be responsive, direct and clear with their advice, and easy to deal with. Hughes Krupica provides a good mix of corporate professionalism with hands on personal service and I need that kind of attention when I am handling investments in businesses I have worked on for many years. I would recommend Hughes Krupica without hesitation.”
Mr. Bill Barnett,
Managing Director, C9 Hotelworks Company Limited’
“Desmond Hughes is one of Asia’s leading experts on hotel residences. He fully understands the complex nature of the contracting process and the equilibrium required by the parties involved. Don’t cut corners that come back to haunt you later. Get it right the first time.”
QUICK PRICE RANGE CHECK
Our Partners and Attorneys have prepared some helpful guides on hospitality and legal issues in Thailand which will assist you with some distinct topics you wish to learn more about, without paying for the privilege and without navigating information and misinformation on the internet. For further information and for actual advice we remain available to be engaged.