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FEBRUARY 10, 2010

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dealmakers

Akerman attorneys’ routine deal ends up being a lot more involved

Dealmakers: Jonathan Awner, Scott Wasserman, Bill Arnhols and Carol FaberThe Deal: The Akerman Senterfitt attorneys represented spa services company Steiner Leisure in its $100 million acquisition of global skin care product and spa company Bliss World Holdings.

The seller was Starwood Hotels & Resorts Worldwide, which owns the St. Regis and W hotel brands.

The sale closed Dec. 31.Details: When Nassau, Bahamas-based Steiner hired Awner and Wasserman last July, the attorneys thought their task would be fairly routine. Starwood also expected a cut-and-dry closing of the deal, they said.

“We thought it would be a much more simple deal at the let-ter of intent stage,” Wasserman said. “But once we got into it and started peeling the layers, it wasn’t like any other deal. Starwood wanted to sprint through this, but it ended up being more of a marathon.”

Instead of a straight-forward stock sale, the attorneys had to negotiate several agreements before moving forward.

Bliss started in the 1990s as a four-room spa in New York City’s SoHo neighborhood. Now, 14 of Bliss’ spas are located in Starwood’s W hotels. That meant a separate licensing agreement had to be crafted making Steiner Leisure the third-party operator of the spas.

Also a global skin care brand, Bliss retails a spa-at-home skin and body care product line through its own catalog and interna-tional retailers such as Nieman Marcus and Bloomingdale’s.

Steiner provides spa services to cruise ships and hotels world-wide. It also owns five vocational schools, including the Florida College of Natural Health in Miami, to train spa professionals.

Steiner’s other brands include spa brands Mandara and Chavana, and Elemis, a European brand of beauty products dis-tributed to cruises and spas. By acquiring Bliss, Steiner now adds spa brand Laboratoire Remede, which also carries a skin care product line sold exclusively by retailers Barney’s New York, Blue Mercury and Harrod’s and at Remede spas and St. Regis hotels.

“Normally when a big company sells off a subsidiary, you nego-tiate a purchase agreement and move on,” Awner said. “This was more complicated because of the dynamic of the ongoing spa and hotel relationship.”

Besides licensing and operations issues, the attorneys also had to handle the assignment of Bliss’ domestic and international real estate leases. That required coordination with lawyers in London and Asia.

“We had to button down leases and operations agreements in foreign markets and make sure property registrations for the Bliss

name and trademark corresponded” with international regula-tions, Awner said.

To finance much of the Bliss stock purchase, the attorneys had to arrange a credit facility backed by SunTrust Bank, Steiner’s primary lender, and a consortium of banks. The facility includes a revolving $60 million credit line, a $10 million facility with second-ary lenders and a $50 million delayed-draw term-loan facility that matures in October 2012.

The rest of the purchase was funded with cash.Steiner has already begun to integrate Bliss’ products and spas

into its existing operations.“It is a very natural expansion for Steiner to have a second

major product line [along with Remede] as well as operating ad-ditional spas,” Awner said. “They have been in the business for decades.”Background: Awner is an Akerman shareholder and chairs the firm’s corporate practice group, Wasserman and Arnols are shareholders in the firm’s corporate practice group, and Faber is a shareholder in the real estate practices group.

They worked with Robert Boehm, Steiner’s in-house counsel and a former Akerman colleague.

— Eric Kalis

a.m. holt

Carol Faber, Jonathan Awner, Bill Arnhols and Scott Wasserman discovered instead of a straight-forward stock sale, they had to negotiate several agreements before moving forward with a $100 million acquisition.