Nadia Milligan

Nadia advises lenders and borrowers on the commercial property aspects of real estate finance, including large-scale hospitality asset financing and securitisations.

• Advised on the real estate elements for a mezzanine funder for the Grosvenor House Hotel.
• Acted for HBSC on the real estate aspects of a hotel financing on a £70 million borrowing for the borrower’s acquisition of two hotels and a serviced apartment building in Knightsbridge.
• Advised hotel lenders on their hotel management agreements and franchise agreements with numerous brands including Choice Hotels, Hilton Worldwide, InterContinental Hotels Group, and Marriott.
• Collaborated with the Islamic Finance Team, the Funds Team, UDC and its investment bank, Morgan Stanley, to establish a Shari’ah-compliant fund to finance construction of The Pearl, a reclaimed island development in Qatar.
• Advised on the change of ownership of a portfolio of 21 hotels from Hilton, Marriott and InterContinental Hotels Group PLC brands (which included 11 InterContinental Hotels Group PLC branded hotels) where the purchaser was securitising post-completion.
• Advised on the real estate aspects of the restructuring and refinancing of The Beehive (a mixed-use development by Gatwick Airport).
• Advised on the commercial property aspects whilst acting for the investors of the Grosvenor Liverpool Fund in the development of the £1 billion Paradise Street project, known as Liverpool 1.
• Lead commercial property fee earner on the restructuring of a portfolio of care homes throughout England & Wales (over 50 different properties) including overseeing the production of certificates of title on each property.
• Advised on the real estate aspects of several multi-billion-dollar securitisations including within the UAE, including:
  • Citigroup’s securitisation of the sale income from off-plan residential sales from Sorouh’s Reem Island and Saraya Developments;
  • The Shari’ah-compliant securitisation of the Jebel Ali Free Zone Authority; and
  • Nakheel PJSC’s securitisation of the sale income from its off-plan residential properties.

Nadia advises on commercial contracts across the hospitality and retail sectors, including hotel and restaurant management agreements, franchise agreements, and key international supply and services contracts.

• Held senior in-house positions at Sonder Inc. Intercontinental Hotels PLC, Mothercare PLC and Hilton Worldwide, producing a variety of template commercial agreements for use in the hotels, hospitality & leisure sector and the retail sector, including hotel, bar and restaurant management and franchise agreements, supply of goods agreements, and supply of services agreements.
• Negotiated a multi-million-dollar facilities management agreement on behalf of the owner of 866 hotel and serviced apartment units.
• Advised a leading international retail brand on the renewal of several key master franchise agreements in multiple jurisdictions, including China, Greece and the UAE, as well as the unwinding of several international joint ventures.
• Worked with a leading international retailer’s international and wholesale teams, to draft template international franchise agreements, distribution, supply and agency agreements and then negotiated them with their partners in multiple jurisdictions.
• Advised and negotiated on Leisurecorp’s exclusive franchise agreements for various international retail brands throughout the Gulf.
• Provided training to commercial teams on a variety of commercial legal topics such as management agreements, agency vs distribution agreements, and franchise masterclasses for leading international hospitality brands and an international retailer.
• Produced template and negotiation of key money agreements, hold-harmless and indemnity agreements, non-disturbance agreements, portfolio agreements, framework agreements, joint venture agreements, and security arrangements for leading international hospitality brands and an international retailer.

Nadia advises on commercial property acquisitions and disposals, landlord and tenant matters, and development projects, particularly involving hospitality, leisure, and retail assets.

• Lead advisor on the acquisition of a 5* hotel in Marylebone (valued at over £300 million), including the negotiation of the share purchase agreement, negotiation of the hotel management agreement, leading the legal due diligence team, and coordinating with the rest of the buyer’s deal team.
• Lead commercial property fee earner on GVC Holdings’ acquisition and disposal of multiple gaming companies throughout Europe.
• Lead commercial property fee earner on the restructuring of a portfolio of care homes (over 50 different properties) including overseeing the production of certificates of title on each property.
• Acted for Liverpool Victoria in managing its portfolio of real estate assets on a variety of commercial property such as offices, warehouses, sorting-hubs and retail including the acquisition, disposal, and lettings of such property.
• Part of the core team acting for Capital & Counties in managing its portfolio of retail real estate including retail space within Covent Garden and the Burlington Arcade in Piccadilly Circus.
• Acted for Land Securities on multiple sales and purchases of real estate, including shopping centres, offices, retail, and leisure.
• Provided commercial property advice on the sale and purchase of commercial property taking place through share sales of the holding companies.

Nadia has spent over 13 years in-house, holding senior positions within Hilton Worldwide, InterContinental Hotels Group PLC, Mothercare PLC, and more recently Sonder Inc.

• Part of senior leadership teams, building trust with business partners to ensure organisations comply with their legal obligations and are aware of legal risks; developing proactive and innovative approaches to problem solving to help drive growth and achieve wider strategic objectives; implementing new efficient processes and streamlining current processes to be more efficient; and mitigating commercial, legal and reputational risk throughout EMEAA.
• Worked with senior leadership teams to assess and advise on legal and commercial options to settle disputes between hotel owners and international brands for pipeline and trading hotels throughout EMEAA on a vast array of issues such as non-payment of fees, alleged owner interference with operations, alleged mis-management, owner insolvencies, misuse of trademarks, alleged breaches of brand standards, alleged breaches of hotel franchise and management agreements, requests to flip to franchise, breaches of confidentiality, and tortious interference.
• Responsible for international commercial property, corporate, and commercial legal matters for leading international hospitality brands and an international retailer (such as leased, franchised and managed hotel development, commercial agreements, and corporate matters) throughout EMEAA.
• Produced template hotel management agreements, franchise agreements, branded residences agreements, agreements for lease, leases (including fixed rent/mixed rent/revenue share leases), key money agreements, hold-harmless and indemnity agreements, non-disturbance agreements, portfolio agreements, and security for hotels and short-term apartment rental properties throughout EMEAA.
• Produced template commercial agreements for operational real estate and then their negotiation, ranging from multi-million-dollar facilities management agreements, supply of goods/services agreements, to local photography agreements.
• Advised on the sale of large portfolios, framework agreements and joint ventures in multiple jurisdictions for leading international hospitality brands.
• Advised leading international hospitality brands on the implementation of Opco Propco structures and financing arrangements both before and after signing deals.
• Led on corporate restructurings of real estate and operations within EMEA for leading international hospitality brands and an international retailer.
• Worked closely with the board and external advisers (including auditors, accountants and external counsel) on a £28m fundraise for a multinational retail brand.
• Instigated and delivered training to business partners throughout EMEAA and the Americas, ranging from different security on leases, different types of leases, the interpretation and application of leases, management agreements, and franchise agreements, whilst considering cultural differences in each jurisdiction as well as producing quarterly legal updates on commercial topics and legal templates for use by business partners.

Nadia has extensive experience in the retail sector, having sat on the board of Mothercare PLC and advised institutional investors in the retail space in private practice, providing commercial property and commercial law advice for landlords for some of the most prominent retail spaces in the country.

• dvised a leading international retail brand on the renewal of several key master franchise agreements in multiple jurisdictions, including China, Greece, and the UAE, as well as the unwinding of several international joint ventures.
• Worked with a leading international retailer’s international and wholesale teams, to draft template international franchise agreements, distribution, supply and agency agreements, and then negotiated them with their partners in multiple jurisdictions.
• Advised on the commercial property aspects whilst acting for the investors of the Grosvenor Liverpool Fund in the development of the £1 billion Paradise Street project, known as Liverpool 1.
• Advised and negotiated on Leisurecorp’s exclusive franchise agreements for various international retail brands throughout the Gulf.
• Acted for Capital & Counties in managing its portfolio of real estate including retail space within Covent Garden and the Burlington Arcade in Piccadilly Circus.
• Collaborated with IP advisers to oversee an international retailer’s global patent, trade mark, and registered design rights applications as well as driving IP strategy in collaboration with the retailer’s board and international teams.
• Provided training to commercial business partners on a variety of commercial legal topics such as agency vs distribution agreements, franchise masterclasses, and the interpretation of retail leases.

Nadia has extensive experience in the hotels, hospitality and leisure sector. She has held senior positions within Hilton Worldwide, InterContinental Hotels Group PLC and more recently Sonder Inc. In private practice, she has advised prominent hotel owners and advisors on large hospitality deals throughout Europe and the UAE.

• Over 13 years in-house holding senior positions and sitting on the senior leadership teams at Sonder Inc., InterContinental Hotels Group PLC, and Hilton Worldwide advising on commercial property and commercial matters.
• Advised Allied London Properties on the F&B outlets and management agreement for a boutique hotel in central Manchester.
• Advised various Dubai government real estate companies on several branded residences including W Residences, Palm Jumeirah, The Address Residences Downtown Dubai, and Kempinski Palm Residences.
• Advised Hilton Worldwide on multiple branded residence projects including The Hilton Tanger City Centre Hotel & Residences, The Conrad Algarve Residences, and The Waldorf Astoria Residences Jerusalem.
• Negotiated serviced apartment management agreements for SACO Real Estate Group throughout the UK, Switzerland, and Denmark.
• Advised clients on the acquisition and disposal of a variety of branded hotels (both franchised and managed) with InterContinental Hotels Group, Choice, Accor, and Hilton Worldwide as well as advising on the F&B outlets within such hotels.
• Negotiated hotel management agreements throughout the UAE for the hotel owners of the Hard Rock Hotel in Abu Dhabi, the Radisson Blue Dubai Marina, and multiple Marriot branded hotels within Dubai (including the W Dubai – the Palm and the JW Marriott Marquis Hotel Dubai).
• Lead solicitor for a Shari’ah-compliant investment bank in its proposed joint venture with Nakheel Hotels in the novation of an easyHotels master franchise agreement to the joint venture SPV for the rollout of budget hotels across the MENA region.
• Acted for an investment bank in its joint venture with a US theme park operator, for the development and management of a multi-billion mixed-use development in Dubai.
• Real estate support on multiple banking and finance matters in the hotels, hospitality & leisure sector.

Sits on the advisory board of the Energy & Environment Association (EEA), a not-for-profit focusing on ESG, internationally, in the hospitality sector, founded by Ufi Ibrahim, the former CEO of The UK Hospitality Association 

Legal Committee Chair for the EEA, overseeing a dozen legal-ESG related workstreams in the hospitality sector   

Completed the King’s College London and EEA Executive ESG Programme for Hospitality Leaders, March 2024 

Member of the Policy Board for the Association of Short-term Apartment Providers (ASAP), a UK-based trade body that represents and supports the serviced apartment, aparthotel, and corporate housing industry, renowned for being the leading voice for the sector advocating for the industry’s needs with the Government, the media, and other hospitality associations