King & Spalding Franchise & Hospitality Practice A Trusted Partner Our team structured the automotive An Approach Driven by Deep repair franchise securitization Understanding of the Industry transaction which won International Franchise issues often are not narrowly defined and the firm Financing Review’s “North America has found that clients are best served by a group of both transactional and litigation lawyers versed in franchise and Structured Finance Issue” in 2015. hospitality issues, as well as other substantive practice areas.
King & Spalding’s Franchise & Hospitality Practice is a diverse team that is well versed in and accustomed to working together to provide innovative solutions to complex questions.
Expertise in All Facets of Franchise & Hospitality Relationships
Business Litigation and Construction Disputes Data, Privacy and Cybersecurity Domestic and Global Disputes Environmental Employee Benefits and Executive Compensation Finance and Securitizations Financial Restructuring FDA and Food Law Government Advocacy and Public Policy Insurance Coverage and Recovery Intellectual Property Mergers and Acquisitions Private Equity and Fund Formation Real Estate
1 King & Spalding is considered Our Clients among the top 12 U.S. law firms Our lawyers represent some of the world’s largest that general counsel rely on as their restaurant chains, health clubs, hotels, retailers, go-to outside counsel, according to distributors and their lenders. BTI Consulting Group’s annual Antares Capital, L.P. Argonne Capital Group Brand Elite report. Capital One, N.A. Citibank, N.A. Citizens Bank, N.A. Crédit Agricole Asset Management Deka Immobilien Investment GmbH Eagle Merchant Partners Gatehouse Capital Great Wolf Resorts, Inc. GSO Capital Partners Host Hotels & Resorts, L.P. Hilton Hyatt Corporation Ignite Restaurant Group, Inc. InterContinental Hotels Group PLC Interstate Hotels and Resorts, Inc. Intown Suites, Inc. Loews Hotels & Resorts Marriott International, Inc. MillerCoors Novare Group Holdings Popeye’s Louisiana Kitchen, Inc. Post Apartment Homes Ritz-Carlton Hotel Company, LLC Sea Island Co. SunTrust Bank The Coca-Cola Company The Home Depot Wells Fargo Bank, N.A. Zaxby’s Franchising, LLC
2 3 “They have the hands-on A Multi-Disciplinary Team with Broad Perspective experience and understanding We have guided clients through the complexity of legal challenges facing franchisors, of how the process works as well franchisees, investors, distributors, multi-unit retailers, intellectual property licensors, as being really strong on the and other related companies. legal requirements.” DATA, PRIVACY & CYBERSECURITY Trademark Office, and as engineers and scientists Our team covers a broad range of legal issues relating across diverse industries and specialties, from high- —Chambers USA to privacy and security faced by both web-based and tech to bio-pharma to life sciences and many others. traditional “brick and mortar” businesses. Our data, Of our group’s more than 60 professionals located in privacy & security practice regularly advises clients seven offices, approximately 80% have technical regarding the myriad statutory and regulatory degrees, including more than a dozen PhDs. requirements businesses face when handling – either in gathering, managing, securing, transferring, MIDDLE EAST sharing, selling or disposing of – personal and other Our Middle East practice has provided service to our sensitive information concerning individuals such as clients in the region for more than 20 years. The employees, consumers, customers, or patients, in the team has particular experience and in advising on U.S. and globally. title structuring and preparation of governance, management, leasing and sales documentation for DOMESTIC & GLOBAL DISPUTES master communities and complex minded-use Our business litigators and global disputes lawyers are developments (including those impacted by the known for their trial skills. In the past five years, we various ‘strata’ and ‘common hold’ laws throughout have appeared as lead counsel in state and federal the region). courts located in all 50 states, all of the federal Circuit Courts of Appeal, the U.S. Supreme Court, national MERGERS & ACQUISITIONS and international arbitration tribunals and in front of Our clients count on our significant experience to government agencies, alternative dispute resolution ensure that their complex transactions are handled panels and tribunals. Our construction disputes effectively and efficiently. Our M&A practice includes practice consists of experts with in-depth experience in a fully integrated team of lawyers in the U.S., Europe, the construction industry, with many of our lawyers Asia and the Middle East and is consistently ranked having dual qualifications as engineers or architects. among leading M&A practices.
FINANCE SECURITIZATIONS Our finance practice brings together more than 100 Our team is active in the full range of receivables finance lawyers located in offices across the United financings, structured finance and securitization States, Europe, the Middle East and Asia to represent transactions, both privately placed and capital lenders, arrangers, investors, funds, borrowers, markets-issued. We have a particular focus on issuers, underwriters and financial sponsors across operating asset and esoteric asset securitization and the full range of debt and equity financings. These can provide our clients with capital solutions that are include a wide array of investment grade and sub- often hybrid in nature or feature specialty collateral investment grade credit facilities on both a syndicated packages. and single lender basis. REAL ESTATE FINANCIAL RESTRUCTURING We have earned an international reputation for Our bankruptcy and restructuring practice focuses on creative structuring of our clients’ transactions, from representing financial institutions in connection with property acquisitions and development to mergers and in-court and out-of-court financial restructurings and acquisitions and complex equity and debt financing. workouts. Our team is comprised of more than 30 Our real estate capital markets experience includes lawyers in offices in Atlanta, New York, Houston, multi-state portfolio acquisitions, dispositions and Frankfurt, London and Moscow. financings, equity investments, formation of institutionally advised opportunity funds, formation of INTELLECTUAL PROPERTY public and private real estate investment trusts and Our intellectual property practice combines “roll-ups” and other tax-efficient ventures involving experienced first-chair trial lawyers, business lawyers contributions to real estate investment trusts or their and scientific specialists. Our lawyers have worked as related umbrella partnerships. in-house counsel, as examiners in the U.S. Patent and 4 5 King & Spalding was recognized by Collaborative Environment Sharing IFLR 1000 as one of the world’s Decades of Franchise Knowledge leading law firms advising on LENDER REPRESENTATION financial and corporate matters, Our team has substantial experience in representing earning four rankings in the lenders in a wide range of transactions involving franchisee and franchisor borrowers. These transactions publication’s 2016 guide. typically involve financings for the acquisition, development, construction and working capital needs of the franchisee.
COMPANY REPRESENTATION Our team handles franchise company merger and acquisition transactions and related public and private financing. With experience in the banking, finance and real estate areas, King & Spalding represents clients in the structuring, negotiation and closing of loan transactions involving franchisee borrowers.
CYBERSECURITY EXPERTISE Our team works closely with clients and in-house legal staff to navigate the landscape of privacy and data protection. This often entails assisting clients in responding to data security breaches, complying with security breach notice laws, avoiding potential litigation arising out of internal and external data security breaches, and, as necessary, defending litigation - usually in the form of proposed class actions brought on behalf of those affected by the data compromise.
6 57 In 2016, Law 360 recognized Full-Service Approach for the King & Spalding on the Top Hotel Hospitality Industry M&A Advisers list and as Our lawyers have significant experience in the acquisition, Firm of the Year. development, franchising, operation and sale of a variety of hotels and resorts. In addition to specific knowledge of the hospitality industry, our attorneys understand the complexity of today’s development deals. We are well versed in all of the possibilities for structuring mixed-use developments and are well positioned to advise on the best structure for your specific needs.
Additional Experience Related to Hospitality Matters
Debt Offerings Equity Offerings Hotel Asset Acquisitions Hotel Development and Financing Public and Tax-Incentive Financing Public and Private Hospitality Company Acquisitions Insurance Coverage and Recovery
8 9 Represented a food and beverage Represented the ownership group in Represented an Indian hotel owner in Advancing Client Business Goals Across the restaurant operator in the the sale of the Ritz-Carlton in Key an ICC arbitration in Singapore recapitalization and sale of majority Biscayne, Florida. against a European management Franchise & Hospitality Spectrum stake to Morgan Stanley Capital company concerning competing Partners VI LP and related funds. Represented an international projects pursued by the opponent. management company in an ICC King & Spalding recently celebrated its 130th year. We represent over 250 Represented the sponsor in arbitration seated in Brazil against Represented debtors counsel to a public companies, including half of the Fortune Global 100, with over 1,000 connection with the acquisition of a hotel owner seeking termination of luxury hotel in the recapitalization massage and spa chain. management agreement and and subsequent Chapter 11 sale of lawyers in 20 offices in the United States, Europe, the Middle East and Asia. damages. their businesses. RECENT HOSPITALITY RELATED EXPERIENCE: Represented the developer with Represented a major hotel chain in We appreciate our clients’ commercial imperatives as well as their legal Represented a hotel company in respect to the title structuring, owner-operator hotel disputes. challenges. Because we have a thorough understanding of the drivers, financings secured by 70 hotel preparation and governance for a properties. large mixed-use development in Represented a high-end hotel owner developments and shifts within the franchise and hospitality industries, we Dubai. and operator for a number of years, partner well with our clients and their other advisors to find solutions to Represented an international including the management contract complex problems that others cannot. developer in connection with disputes Represented an equity real estate with a national hotel chain. involving the design and construction investment firm in the acquisition of a hotel in the Cayman Islands. and joint venture financing of a 5 Represented a major hotel and resort RECENT FRANCHISE Represented lender in connection Represented the sponsor in its hotel portfolio. company regarding the full range of RELATED EXPERIENCE: with revolving credit and term loan acquisition of a major chicken wing Represented an investment bank in environmental issues presented in Represented Popeyes Louisiana facility for FSC Franchise Holdings, concept chain. the formation of a 85/15 joint venture Represented the developer of Burj connection with the sale of the Kitchen, Inc. on its sale to Restaurant LLC. for the acquisition of a Marriott Khalifa, the tallest tower in the world, company and all assets. Brands International (RBI). Represented a national coffee Hotel in New York. with respect to title structuring and Represented lender in connection company with insurance recovery preparation of governance and Represented a major resort Represented lenders in term and with a term loan and line of credit to following a major fire loss. Represented an apartment management documents. development in negotiations with the revolving whole business fund a majority recapitalization of a community in the negotiation of U.S. Fish & Wildlife Service to avoid securitization of franchise receivables Planet Fitness franchisee. Represented Canada’s largest licensing, development and Represented the owner of a hotel restrictions on the development or and intellectual property of Taco Bell specialty retailer of pet supplies in a management agreement for Four portfolio in France on the acquisition future use of the property. Corp. Represented borrower in a credit merger and extensive internal Seasons residences in Texas. and development of a new property agreement amendment used to fund restructuring and refinancing. in Monaco. Represented a major coastal resort Represented borrower in connection Xpedited Delivery & Logistics, LLC. Represented a residential joint complex on issues relating to use and with term loan facility for On the Represented sponsor in connection venture in the negotiation of Represented an international development of the beach, dunes and Border Mexican Grill and Cantina. Represented sponsor and borrower in with a growth equity investment in a licensing, development and management company in disputes wetlands areas of the property. connection with acquisition of Dairy gym franchise. management agreement for Ritz- with hotel owners in Mexico, South Represented lender in whole business Queen restaurants. Carlton residences in Georgia. America, Asia and the South Pacific. Represented an international securitization of the franchising and Represented a luxury goods-focused management company in an ICC company-owned royalties of a major Represented lender in connection private equity firm on the acquisition Represented an investment bank in Represented a global hotel arbitration seated in Brazil against quick-service restaurant. with credit facility for largest operator of a majority interest in Bateel sale of the Marriott Hotel East Side management company in cyber hotel owner seeking termination of of Burger King restaurants. Holdings Ltd. in New York. security matters. management agreement and Represented lender in hybrid damages. acquisition financing/whole business Represented sponsor and borrower in Represented a multi-national fast Represented a chain of indoor water Represented a global hotel and resort securitization of a major automotive connection with a credit facility for food restaurant on establishing parks in its initial public offering. company with respect to various Represented an international repair chain. the acquisition of IHOP restaurants. franchises in Saudi Arabia and insurance coverages. management company in throughout the Middle East. Represented a company in international arbitration proceeding Represented lender in connection Represented a major restaurant international arbitration proceeding Represented an investment group in seated in Chile against hotel owner with financing of Ultimate Fighting franchise with respect to obtaining Represented a quick-service seated in Chile against hotel owner the governance, management and seeking termination of management Championship gyms and franchises. cyber and D&O insurance. restaurant franchise on its franchise seeking termination of management sales documentation for the W Hotel agreement and damages. arrangements in Saudi Arabia. agreement and damages. and Residences in Dubai. Represented borrower in an amended Represented lenders in connection Represented an international and restated credit agreement used to with a Chapter 11 plan for Logan’s Represented a retail operator on the Represented a commercial real estate Represented the underwriter’s management company in disputes fund dividend recapitalization for the Roadhouse. acquisition from Gourmet Gulf of the firm in the acquisition of 40+ counsel in connection with 13 public with hotel owners in Mexico, South franchisor of fitness brands. Morelli’s Gelato branded cafés in the extended stay and select service offerings for Equity Inns, Inc. America, Asia and the South Pacific. Represented a major restaurant Middle East. hotels in a joint venture. Represented borrower in floor plan franchise with insurance claims Represented a property management financing structures in connection following hurricane damage to a Represented a major national Represented a foreign asset manager company in the sale of the Madison with acquiring multiple John Deere number of facilities. restaurant chain in FDA regulatory in the sale and leaseback of Four Hotel in Washington, D.C. dealership groups. matters. Seasons hotels in France.
10 11 In its 2016 guide to the world’s Committed To Your Success leading law firms, Chambers Global Organizations that rank firms based on client feedback – Chambers, Legal 500 and identified King & Spalding as a other guides – consistently include us among the top law firms in the world. leading practice in 52 different Our clients tell these publications that they value how we bring to every matter areas of law. a can-do attitude, an uncompromising commitment to quality and an ability to understand their needs – and how we work hand in hand with them toward their success.
“One of the firm’s main “The firm’s got some “The pragmatism of their strengths is its ability to great people who can approach stands out. They provide almost all the advise on both projects don’t overburden the legal services our global and contentious work. client and they are very company needs.” They are very switched clear.” on, commercial and “We were impressed by client-oriented.” “Excellent customer the quality of the senior service - they’re very partners and the time they “They were very open- responsive and do quality spend with the clients on minded and intelligent, work.” the transaction.” there to make the deal happen and taking into “They know the market “They are good at account the constraints.” and the issues very well, listening and working with and they are adept at the client to get the “Very hands-on and advancing a transaction to optimal outcome.” incredibly responsive, they completion.” assign the right people at “We deal with a lot of the right value level for —Excerpted from volume in terms of deals. what needs to be done. Chambers and There hasn’t been a time They are fast and give the Legal 500 guides where it has been too right advice.” much for them. They understand the speed required, and the attention to detail.”
12 13 Select Members of the Franchise & Hospitality Practice
Capital Transactions & Real Estate Financial Restructuring Life Sciences & FDA
Kathryn Furman Christopher Hoffman Blandine Spencer Johnson Joshua Kamin Benoit Marcilhacy Sarah R. Borders Austin Jowers Jeffrey Pawlitz Michael Rupe Ulf Grundmann Smitha Stansbury Atlanta Washington, D.C. Hugon-Pages Atlanta Atlanta Paris Atlanta Atlanta/New York New York New York Frankfurt Washington D.C. +1 404 572 3599 +1 202 626 5542 Paris +1 404 572 2765 +1 404 572 4849 +33 1 7300 3923 +1 404 572 3596 +1 404 572 2776 +1 212 556 2188 +1 212 556 2135 +49 69 257 811 400 +1 202 626 2902 [email protected] [email protected] +33 1 7300 3925 [email protected] [email protected] [email protected] [email protected] +1 212 556 2276 [email protected] [email protected] ugrundmann [email protected] bhugon-pages [email protected] @kslaw.com @kslaw.com
Business Litigation Domestic & Global Disputes
Jennifer Morgan Davis Powell Pascal Schmitz Jeffrey Cashdan Meghan Magruder Phyllis Sumner Harry Burnett Wade Coriell Simon Dunbar John Savage, Q.C. Elizabeth Silbert New York New York Paris Atlanta Atlanta Atlanta New York Singapore Singapore London Atlanta/Houston +1 212 556 2251 +1 212 556 2166 +33 1 7300 3927 +1 404 572 4818 +1 404 572 2615 +1 404 572 4799 +1 212 556 2201 +65 6303 6023 +65 6303 6008 +44 20 7551 2157 +1 404 572 3570 [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] +1 713 276 7444 [email protected]
Finance & Securitization Intellectual Property Employee Benefits
Carolyn Z. Alford William Fuller Anthony Mechcatie Justin Riess Matthew Sandiford Michael Urschel Bruce Baber Richard Groos Kathleen McCarthy Kenneth Steinthal Kenneth Raskin Atlanta Charlotte New York Charlotte/New York Atlanta Atlanta/New York New York Austin New York San Francisco/LA New York +1 404 572 3551 +1 704 503 2589 +1 212 556 2104 +1 704 503 2598 +1 404 572 2739 +1 404 572 2775 +1 212 827 4079 +1 512 457 2018 +1 212 556 2345 +1 415 318 1211 +1 212 556 2162 [email protected] [email protected] [email protected] +212 556 2367 [email protected] +1 212 556 2285 [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected]
Corporate Environmental Middle East Government Advocacy & Public Policy
Richard Bange Raymond Baltz Carrie Ratliff William Roche Spencer Stockdale Patricia T. Barmeyer Stephen Kelly Nabil Issa Moustafa Said J.C. Boggs Robert L. Ehrlich, Jr. Charlotte/New York Atlanta Atlanta Atlanta Atlanta Atlanta Dubai Dubai Dubai Washington, D.C./ Washington, D.C. +1 704 503 2554 +1 404 572 4715 +1 404 572 2801 +1 404 572 4936 +1 404 572 4718 +1 404 572 3563 +971 4 377 9957 +971 4 377 9909 +971 4 377 9984 Silicon Valley +1 202 626 9710 +1 212 556 2376 [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] +1 202 626 2383 [email protected] [email protected] +1 650 422 6728 [email protected]
14 15 Sharing Our Knowledge.
We are thought leaders. We monitor and analyze business trends and legal developments influencing the franchise and hospitality industries, and share our insights through our quarterly Franchise & Hospitality Newsletter and periodic Client Alerts.
In some jurisdictions, this may be considered “Attorney Advertising.” King & Spalding consists of King & Spalding LLP, a Georgia, U.S., limited liability entity, and affiliated limited liability entities in the U.S., England, and Singapore.