Legal Strategies in Hotel Branding and Lending: Franchise Agreements and Comfort Letters

Nelson F. Migdal, Shareholder | Greenberg Traurig, LLP

Nelson F. Migdal is a Shareholder in Greenberg Traurig’s Washington, D.C. office and Co-Chair of the firm’s Hospitality Practice, concentrating on hotel acquisitions and dispositions, hotel operations and management, franchising, licensing and branding, and hotel-related development and finance. He regularly prepares and negotiates key deal documents for hotels and resorts, including management and franchise agreements, purchase and sale agreements, and financing and leasing-related instruments tied to hotel and other real estate transactions. His practice experience is reflected in a wide range of representative matters involving major hotel and resort acquisitions, developments, and brand-related transactions.

Education & Credentials

• He earned a J.D., cum laude, from Albany Law School in 1978 and a B.A., cum laude, from Hofstra University in 1975, and he is admitted to practice in the District of Columbia and New York.

Recognition & Leadership

• His recognitions include listings in The Best Lawyers in America for Real Estate Law and Leisure and Hospitality Law across many years, a Chambers USA designation as “Senior Statespeople” in Leisure & Hospitality, and inclusion in Who’s Who Legal for Hospitality. He also holds an AV Preeminent rating from Martindale-Hubbell, and his firm biography notes team recognitions from Law360 in hospitality and real estate categories.

Professional Involvement

• His professional involvement includes membership in the AHLA Hospitality Investment Roundtable and the International Society of Hospitality Consultants. He has served in leadership roles with the Academy of Hospitality Industry Attorneys, including as Past President and Treasurer, and he served as Adjunct Faculty at American University Washington College of Law teaching Hospitality and Tourism Law from 2013–2020. His biography also reflects ongoing industry engagement through advisory and program roles, speaking, and authorship, including Hotel Law: transactions, management and franchising.

Experience

• His practice centers on hospitality and related real estate transactions, including acquisitions and dispositions, operational and management matters, franchising, licensing and branding, development, and finance. The firm biography describes representative matters spanning major hotel and resort deals and brand-related engagements, including work for owners and franchisees in connection with transactions and operational agreements.

Jeffrey T. Myers, Partner | Blank Rome LLP

Jeffrey T. Myers is a partner in Blank Rome’s Los Angeles office whose practice focuses on hospitality transactions involving hotels, resorts, restaurants, and mixed-use hospitality assets worldwide, advising owners, developers, investors, and operators across the full lifecycle of hospitality projects. He regularly works on acquisitions and dispositions, development and joint ventures, EB-5 and traditional financing, and operation and branding agreements, with a particular focus on negotiating management agreements for luxury and lifestyle hotels and destination resorts, along with related franchise, branding, and licensing arrangements.

Education & Credentials

• He is admitted to practice in California and earned a B.S. from Pennsylvania State University and a J.D. from Brooklyn Law School.

Recognition & Leadership

• He is listed in Best Lawyers in America for 2026, was recognized in Chambers USA for Leisure & Hospitality Law from 2022–2025 and was named among the “Top 15 Corporate Attorneys” by EB5 Investors Magazine in 2024.

Professional Involvement

• His professional affiliations include membership in the American Bar Association, and his profile also highlights speaking engagement activity through 2026.

Experience

• His experience includes representing clients in high-end hospitality transactions and operational agreements, including the acquisition, financing, and management of The New York EDITION by Marriott, described in his profile as the largest price-per-key transaction in 2025, and the acquisition and financing of Montage Laguna Beach, described as the highest-valued hotel sale in California history. His representative matters also include international repositioning and ultra-luxury developments, REIT portfolio acquisition/financing/management work, complex food-and-beverage and celebrity chef arrangements, and involvement in a major mixed-use destination resort and large-scale development work tied to Las Vegas CityCenter.

I. Branding Models Demystified: Basic Structures and How they Work | 1:00pm – 2:00pm

This session frames hotel branding as a key ownership and lending strategy, showing how management agreements, franchise, soft-brand, collections and independent models change the risk profile of a hotel deal. It explains the legal and economic tradeoffs among these structures, especially around control, compliance defaults, valuation stability, and exit flexibility. The session then introduces a “franchise risk map,” highlighting the franchise agreement clauses that most directly affect underwriting and foreclosure outcomes. It closes by previewing how comfort letters and loan structuring are used to manage those risks before distress hits.
This session explains how hotel branding choices function as core ownership and lending decisions, with managed, franchised, soft-brand, collection, and independent models each shifting control, default risk, valuation stability, and exit flexibility. It then introduces a practical “franchise risk map” of the agreement clauses that most affect underwriting and foreclosure outcomes, and previews how comfort letters and loan structuring can address these risks before distress begins.

Break | 2:00pm – 2:10pm

II. Who Controls the Flag in a Default? Brand Leverage, Comfort Letters and Protecting Hotel Collateral | 2:10pm – 3:10pm

In hotel finance, the flag is often the collateral. When a hotel loan goes into distress, the question isn’t just who controls the asset, its who controls the flag. Brand termination rights, PIP obligations, and transfer approvals can quickly determine whether value is preserved or lost. Unless the deal is negotiated correctly upfront, lenders and owners may discover that brand discretion not lender remedies controls the outcome. This session provides a practical, deal-driven roadmap for negotiating comfort letters and loan-document provisions that preserve the flag, protect enforcement rights and maintain resale value when a deal breaks.

This session focuses on distress scenarios where the key question is not just who controls the hotel, but who controls the flag. It shows how termination rights, PIPs, transfer approvals, and system access can drive value preservation or loss, and provides a deal-driven roadmap for negotiating comfort letters and loan terms that protect enforcement rights and support foreclosure and resale. In short, it equips counsel to draft for the break, not just the closing.