Torys has a long history of advising developers, owners, managers, investors and lenders in all aspects of their involvement in the hospitality industry. We have experience with many types of hospitality and recreational projects, including hotels, convention centre hotels, destination resorts, condominium hotels, timeshare and fractional projects, mixed-use projects, ski and other sporting facilities, casinos and gaming facilities and restaurants.
Our multidisciplinary team brings commercial real estate, construction, finance, corporate, tax, environmental, employment, intellectual property, litigation and insolvency lawyers together to offer our clients the most effective, practical and sophisticated structures for the development, ownership, management and financing of hospitality projects. Our relationships with our clients tend to be longstanding: from planning a project through to financing, construction and upkeep, we provide legal services to our clients through the full lifecycle of a hotel development project, and are committed to partnering with clients to deliver the highest level of expertise, service, responsiveness and flexibility.
Our experience includes advising on
- due diligence, structuring, negotiating and documenting
- development, construction and design professional agreements
- hotel management, franchise and licensing arrangements
- asset and share purchase and sale arrangements
- construction, take-out, mezzanine and other debt financing
- joint venture arrangements
- supply chain and logistics outsourcing
- litigation and dispute resolution
- liquor licensing
- environmental permissions
- assisting non-Canadian investors in the cross-border tax structuring of Canadian real estate projects including hotels and casinos
Our hospitality sector experience includes representing
- SageCrest Dixon and Merchant Equity in the acquisition of the Regal Constellation Hotel in Toronto; the demolition of the hotel; the re-development of the hotel site for a multi-use project that will include three hotels, retail and an office tower; and the structuring, negotiating and documenting of three hotel management agreements with a large international hotel management company
- a U.S. hospitality client in a dispute with the Canada Revenue Agency over the amount of fees and payments it received from a hotel and entertainment complex it developed and now manages in Canada
- the chair of the board of directors of Four Seasons Hotels in the 2007 US$3.7 billion offer by a group of investors to acquire the hotel chain and take it private
- RBC Dominion Securities, as underwriter, in connection with InnVest REIT’s 2007 C$200 million public offering
- Westerkirk Capital in its acquisition and financing of a hotel property in Halifax; and in negotiating and documenting of a hotel management agreement with Marriott
- Brookfield Asset Management in its bid to purchase Fairmont Hotels
- CIBC World Markets and a group of investors as the lending syndicate lead by AIG Annuity Insurance Company in a 2005 cross-border offering in which they purchased C$153 million of secured notes issued by Paragon Gaming EC Company, the proceeds of which were used to finance the development and construction of the River Cree Resort and Casino on the Stony Plain reserve near Edmonton, Alberta
- Talisker in its US$65 million acquisition of a residential ski resort in Park City, Utah
- a Canadian chartered bank in a loan to a U.S. ski resort developer in real estate and multi-party development matters
- Goldman Sachs and Westmont Hospitality in a hotel and condominium redevelopment in Whistler, B.C.
- ACCOR SA in certain of its Canadian hotel operations, including acquisitions, development and management
- Delta Hotels and Lai Sun in establishing a hotel management/ownership joint venture in Asia
- InnVest REIT in its hotel management agreement with Westmont Hospitality; and in a C$350 million term and operating loan facility from GE Capital Canada
- Gentra Canada Investments in a C$100 million term loan facility to CHIP REIT in connection with the acquisition of its initial portfolio of hotel properties in Canada
- a hotel supply company in a treble-damage action by a competitor alleging that the client's preferred supplier arrangements with a large hotel chain violated the Sherman Act
- a large international luxury hotel company in an arbitration of a lease dispute administered by the B.C. Commercial Arbitration Centre
- a Nasdaq-listed hotel supply company in a securities fraud class action (United States District Court for the Southern District of New York)