Under what conditions can IHG transfer the Even Hotels license?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
osed or actual purchaser of such Securities and/or any claim that Licensee, its Affiliates and/or the officers, directors, managers, members, agents and employees of each of the foregoing, or Licensee's assignee, engaged in fraud, deceit, violation of securities laws or other illegality in connection with Licensee's proposed or actual offer and/or sale of Securities. As with all other indemnification obligations set forth in this License, this specific indemnification obligation will survive the termination or expiration of this License.
F. Control Transfers.
Notwithstanding any other term or provision of this License to the contrary, neither this License nor any right or interest herein is assignable or transferable by Licensee.
If Licensee (i) receives an offer to purchase or lease the Hotel or any portion thereof, (ii) desires to sell or lease the Hotel or any portion thereof, or (iii) wishes to convey the Hotel, Hotel site, or any interest in the Hotel or Licensee, Licensee shall give prompt written notice thereof to IHG, stating the identity of the prospective transferee, purchaser or lessee and the terms and conditions of the conveyance, including a copy of any proposed agreement and all other information with respect thereto, that IHG may reasonably require.
Any (i) transfer of Equity Interests in an Entity (other than a transfer expressly permitted hereunder) or (ii) transfer of all or a material part of the Hotel or Hotel site (if the Hotel or Hotel site is owned directly or indirectly by Licensee or by a natural person or Entity that owns any Equity Interest in Licensee), to a new owner shall constitute a change of ownership requiring submittal of an application for a new license.
- (1) IHG shall process such change of ownership application in accordance with IHG's then current procedures, criteria and requirements regarding fees, upgrading of the Hotel, financial capacity and guaranty requirements, curing of outstanding defaults, operational abilities and capabilities, prior business dealings, market feasibility and other factors deemed relevant by IHG. If such change of ownership application is approved by IHG, the new owner and IHG shall, upon termination of this License by IHG, enter into a new license agreement on IHG's then current form. The new license agreement shall contain IHG's then current terms (except for duration, which shall not be less than the remaining License Term but may be longer to reflect the new term agreed by IHG as part of the approval of the change in ownership of the Hotel), and if required by IHG, shall contain specified upgrading of the Hotel and other requirements.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, a licensee cannot assign or transfer the license. However, there are specific conditions under which a transfer of equity interests or real estate related to the hotel may occur, effectively requiring a new license agreement.
If a licensee receives an offer to purchase or lease the hotel, desires to sell or lease the hotel, or wishes to convey the hotel, hotel site, or any interest in the licensee, they must provide written notice to IHG. This notice must include the identity of the prospective transferee, purchaser, or lessee, as well as the terms and conditions of the conveyance, including any proposed agreements and other information IHG may reasonably require.
Any transfer of equity interests in an entity or the transfer of all or a material part of the Hotel or Hotel site to a new owner will require the submittal of an application for a new license. IHG will process the change of ownership application based on their current procedures, criteria, and requirements, including fees, upgrading of the hotel, financial capacity, guaranty requirements, curing outstanding defaults, operational abilities, prior business dealings, market feasibility, and other relevant factors. If IHG approves the application, the new owner and IHG will enter into a new license agreement with IHG's then-current terms. The new license agreement's duration will not be less than the remaining license term but may be longer to reflect the new term agreed upon by IHG. The new license agreement may also require specific upgrades to the hotel.
If a change of ownership application is not submitted or is not approved by IHG, and the conveyance of the hotel, hotel site, or any equity interest occurs, it will be considered an unauthorized transfer, constituting a material breach of the license and an abandonment of the franchise. In such cases, IHG can exercise its remedies, including terminating the license.