Legal Services for Hospitality Asset Management
Our team of solicitors has extensive experience in selling and purchasing in the hospitality sector. You can rely on our support and expertise to help you make the right decisions, whether pursuing an Asset Purchase Agreement (APA) or a Share Purchase Agreement (SPA).
Our expertise in hospitality and leisure
If you're new to the hospitality industry or you don't have the time to work through the finer details, our team is well-versed in the sector. With over 30 years experience, we have provided legal advice to some of the industry's most well-known businesses.
Hospitality businesses that may require asset management advice include:
Event venues: sports arenas and wedding venues
Entertainment venues: gyms, country clubs and holiday parks
Our hospitality asset management services
Hospitality is a fast-paced and ever-changing sector, so you need a solicitor who understands the many nuances and can work quickly. We offer hospitality legal services to suit every possible scenario. Whether you need an Asset Purchase Agreement or advice on an ACV listing, you can rely on us.
Key contact
Leo Skinner
Partner, Head of Drinks, Hospitality & Leisure
Get in touch
What is a hospitality Asset Purchase Agreement?
In the hospitality industry, an Asset Purchase Agreement (APA) refers to a transaction in which a buyer purchases specific assets from a hospitality-related business, rather than acquiring the business itself, i.e., its shares or ownership. This agreement typically involves the sale of physical assets and intangible assets (such as intellectual property and contracts) essential to the business's operation.
Types of hospitality assets that could be included in an Asset Purchase Agreement:
Real estate: the site itself or any leased spaces
Furniture
Equipment
Inventory
Contracts and agreements
Technology
Accounts
Licences and permits
Trademarks and branding
Domain names and websites
Customer details
Benefits of an asset purchase agreement
Liability protection: Buyers avoid inheriting unwanted liabilities.
Tax benefits: The buyer can assign a price to each asset, which can lead to tax savings.
Control over assets: You'll have greater control over the assets, allowing you to discard those you don't want.
Easier negotiation: There's more flexibility with suppliers and contracts, which can shape how the business operates moving forward.
Disadvantages of an asset purchase agreement
Complexity: The transaction may be more complex and take longer due to negotiations and the transferring of individual assets.
More expensive: Due to the transfer of each asset, the legal and tax costs may be higher.
Possible delays: Some of the assets may require the authorisation of a third party, which can delay the process or create complications.
What is a Share Purchase Agreement?
A Share Purchase Agreement (SPA) is a legal contract between a buyer and a seller in which the buyer agrees to purchase the shares or stock of a company. This agreement is a transfer of ownership of the company itself, compared to the specific assets in an Asset Purchase Agreement. The buyer becomes the new owner of the company by acquiring its shares, and in doing so, assumes both the company's assets and liabilities.
Key differences between an Asset Purchase Agreement and a Share Purchase Agreement
The nature of the transaction
An Asset Purchase Agreement and a Share Purchase Agreement are different purchases with different outcomes.
An APA means you are buying specific assets or a business, whereas an SPA means you gain full ownership of the business and all it entails.
Liabilities
When entering an Asset Purchase Agreement, the buyer will not assume the seller's debt, lawsuits, or business obligations. However, with a Share Purchase Agreement, the buyer will become responsible for these aspects.
Assets
An APA is purely about the assets; an SPA also includes the assets, but also everything associated with the business.
Flexibility
The buyer has more flexibility in an Asset Purchase Agreement as they choose which assets to acquire. However, the buyer in a Share Purchase Agreement has limited flexibility as they are acquiring all.
Time to close
The APA process usually takes longer because there is more to be discussed and negotiated. Whereas the SPA tends to be faster because it's a simple transfer of ownership and all that entails.
Hospitality purchasing FAQs
Negotiating and drafting the agreement
Due diligence: verifying the conditions and legality of assets being procured. Includes reviewing contracts, properties, and more
Review of contracts and liabilities
Ensuring legal compliance
Preparation of closing documents
Tax and financial considerations: advising on tax risks and structuring
Employee considerations: a solicitor will ensure that required employee agreements are in place. They may also need to address redundancy issues
Post-completion matters: handling legal matters and providing ongoing legal advice
Yes, in such cases, the buyer would acquire a minority stake in the business rather than the entire ownership.
Buildings within the hospitality sector can be listed as an Asset of Community Value (ACV), such as pubs, community centres, or theatres. An ACV listing can make it more difficult to obtain planning permission for change of use or redevelopment of the listed asset, which can be frustrating for property owners looking to realise a planning gain from their investment.
We can help clients to resist ACV nominations, review a decision to list an asset, pursue a compensation claim or provide input on how to achieve planning goals despite an ACV listing.
Why choose our Asset Management lawyers?
We're a reputable and award-winning law firm that has excellent knowledge of the law and the hospitality industry
Freeths prioritises a client-first approach, using innovative technologies and established responsible practices for outstanding results
If you're involved in an Asset Purchase Agreement or Share Purchase Agreement, our Mergers and Acquisitions team will provide comprehensive legal support throughout
We'll help you navigate the complexities of the agreements, mitigate risks and structure the deal to your advantage
Our strong track record in handling complex transactions makes us an excellent choice for your legal needs
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Testimonials
MA
“Leo and his team at Freeths act for The Big Table Group. I have had a longstanding relationship with Leo including my present role as Director of...
Matt Ainger, Property Director
Big Table Group
MG
“Freeths LLP have been our long term legal partner providing expertise and professionalism in handling both our everyday needs as well as supportin...
Mark Grunnell, Co-founder and Chief Executive
Red Oak Taverns
KA
“I have worked with Leo since April 2021 and he has provided me with inciteful and commercial support which can only come from someone who understa...
Kamran Aziz, Managing Director
RedCat Pub Company
HS
"Peach Pubs grew through acquiring freeholds and leaseholds (both private and pubco) over 20 years. Freeths became part of our success in the la...
Hamish Stoddart, Co-founder
Peach Pub Company
PD
“Leo and all of the team at Freeths are undoubted leisure sector specialists and are both commercial and pragmatic in their advice. They are able...
Phil Derbyshire, Group Property Director
The Restaurant Group Plc
RM
“Partnering with Freeths has provided us with invaluable support for our property activities. Their expert guidance and seamless service have prove...
Richard Maslin, Property Director
The Liberation Group
JD
“We have worked with Freeths for well over a decade for matters concerning our wine business and wine bars and restaurants, and are consistently im...
James Davy, Chairman
Davy’s
GB
"I have worked with Freeths for over two decades, firstly as an advisor alongside them when acting for a client, and more recently as the principal...
Graeme Bunn, Property & Acquisitions Director
Red Oak Taverns
TD
“Leo and his team at Freeths act for BKUK Group Limited and have done so since the inception of the business in its current form in 2017. I have ha...
Tim Doubleday, CFO
BKUK Group Limited
NB
“Freeths has provided unrivalled legal advice to our portfolio businesses in the pubs sector for many years. Their team regularly goes above and be...
Noah Bulkin, Managing Partner
May Capital
JL
“I have used Freeths for many years now, both on property and transactional matters. There are many reasons that I have used them so much, but top...
John Leslie, Chairman
Oakman Inns
PM
"The Late-Night sector has had some particularly difficult trading conditions over the last year, which meant unfortunately we had to take on board...
Peter Marks, Chairman
Neos Hospitality
Contact us today
Our mergers and acquisitions team is ready to guide and support you through your Asset/Share Purchase Agreement. Start your hospitality buyer journey with Freeths by calling 0330 100 1014 or completing our contact form.
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