19 March 2019 - Article
Withers Bergman LLP was pleased to act as counsel to Soho House Limited, a UK-based client, and several of its U.S. subsidiaries in a recent deal to purchase and redevelop Miami Beach’s Sovereign Hotel. Soho House is a private members’ club and hotel with locations in greater London, Somerset, New York City and coming soon to Miami Beach.
This deal comprised several distinct but interrelated transactions. Soho House (through a newly-formed US acquisition sub) purchased a single-purpose entity that owned the Miami Beach property, the oceanfront Sovereign Hotel, to be reopened in 2010 as “Soho House Beach House” from the original developer. Soho financed the acquisition through its primary lender.
Immediately upon acquiring the property, Soho sold approximately half of it (the original “Hotel” parcel) to a NYC-based corporate financing firm. Soho retained ownership of the remaining half of the property (air rights to the new “Tower” parcel, which is currently being constructed beside/on top of the Hotel). The financing firm had provided financing to the original developer, and remains Soho’s lender with respect to construction of the new Tower (on which it took a first-priority mortgage, and Soho’s main lender). Soho is now completing renovation of the Hotel parcel, as well as construction of the new Tower.
Finally, the project includes a complex Declaration of Restrictions, Covenants and Reciprocal Easements allowing Soho House Beach House, LLC, as the ultimate tenant of both parcels, to operate the Hotel and Tower as a single club/hotel.
The team on the transaction was led by Partners Philip DiGennaro, David Ringold, Justin Zamparelli and David Dannreuther.