A club deal refers to a collective investment in which a limited circle of investors co-finance a specific transaction through a dedicated legal structure, most often an SCI or an SAS, with each participant becoming a shareholder in proportion to their contribution. The principle, common in office or retail real estate, takes a particular form in hospitality: a hotel club deal does not only cover the freehold of an asset, but very often the business itself and the operations attached to it.
This structural difference changes the nature of the risk, though this varies depending on the model chosen. A classic real estate club deal relies on a tenant’s solvency and the strength of a long-term commercial lease: the risk remains a rental one. A hotel club deal, by contrast, can follow two quite distinct approaches. In some structures, the investment vehicle acquires both the freehold and the business, and operates the property itself as a franchisee of a recognised brand: investors are then directly exposed to the property’s operational performance, occupancy rate, RevPAR, brand positioning. Patrimonia Investissements and HMV illustrated this well with their first two club deals, structured around this principle of systematically acquiring both freehold and business.
Other structures instead transfer this operational risk to a third-party operator via a lease, moving closer to the rental logic of a classic real estate club deal, while retaining the exposure specific to a hotel asset, cyclical demand, brand dependency, sensitivity to tourism conditions. Neso Invest’s Marseille transaction falls into this second category: the club deal structure, backed by bank debt, entrusted operations to a third-party operator, Esteem, rather than running the property directly.
The French market has seen several formats of hotel club deal emerge in recent years, illustrating these two approaches. Some target the repositioning of independent assets under recognised brands, as with the transaction led by Patrimonia and HMV on city-centre hotels in Metz, Mulhouse and Le Havre, intended for repositioning under the Best Western brand, with a value-creation horizon of five to seven years. Others structure multi-site portfolio acquisitions relying on an external operator, such as Neso Invest’s Marseille transaction mentioned above. Others still target specific market segments from the outset, as with the partnership recently signed between Groupe Dassin and Byron Gestion to build a club deal entirely dedicated to the super-economy segment, under Louvre Hotels Group brands.
The entry ticket for a hotel club deal follows the standards of the broader real estate club deal market, rarely below €50,000 and often closer to €100,000-200,000 for the most qualitative deals, which reserves this type of investment for a sophisticated clientele, family offices, multi-family offices or private investors advised by a wealth management consultant. The capital lock-up period generally spans three to seven years, with no structured secondary market for selling one’s shares along the way.
The regulatory framework deserves particular attention. According to the position of the Autorité des marchés financiers (AMF), an investment vehicle can be reclassified as an Alternative Investment Fund, within the meaning of the French Monetary and Financial Code, once three criteria are met: capital raised from multiple investors, an investment policy defined in advance, and the absence of genuine operational control by subscribers over the day-to-day management of the asset. These three conditions are found in a large proportion of hotel club deals marketed in France, where investors in effect delegate the property’s day-to-day management to the operator who structured the deal.
When a vehicle is reclassified as an AIF, the structure must in principle be run by a management company approved by the AMF and have an independent depositary responsible for overseeing the assets and financial flows. Failing this, the operator is exposed to criminal penalties of up to three years’ imprisonment and a €375,000 fine for the individuals involved. The Autorité des marchés financiers made this risk concrete in 2025 by sanctioning an operator for structuring two real estate club deals without submitting them to this regime, a decision accompanied by a €400,000 fine for the company and a €100,000 personal fine for its director, a clear signal of tightening oversight on structures that had until now been loosely regulated.
For the investor, the practical consequence of a non-compliant structure is not a direct sanction, but a loss of protection: no standardised reporting obligation, no independent depositary to safeguard the assets, and no formalised oversight of fees and conflicts of interest. Before subscribing to any hotel club deal, it is therefore advisable to check the precise regulatory status of the operator and the vehicle on offer, and to have the shareholders’ agreement reviewed by independent counsel, since this document alone sets out the distribution of profits and losses, voting arrangements and exit terms in the event of difficulty.
For an investor considering a hotel club deal, the points to watch largely overlap with those of a classic real estate club deal: the operator’s experience and track record, alignment of their interests with those of subscribers (do they invest in the deal themselves?), the robustness of the business plan, the level of leverage used, and transparency over management fees. But the hotel sector adds three specific questions to examine before subscribing.
The first concerns the contract linking the property to its brand: is it a franchise agreement, where the operator retains control of day-to-day management, or a management contract, where the chain runs the hotel directly? The duration of this contract, its exit clauses and the fees it entails directly affect the deal’s profitability. The second relates to the operating model chosen by the club deal itself: are investors exposed to the hotel’s day-to-day operational risk, as in the Patrimonia and HMV structure, or is this risk transferred to a third-party operator via a lease, as in Neso Invest’s Marseille transaction? The third concerns the chosen market positioning, luxury, midscale or super-economy, each segment responding to very different demand cycles and sensitivity to economic conditions, as illustrated by Groupe Dassin and Byron Gestion’s bet on the super-economy segment, seen as more resilient during downturns.
At a Glance
Hotel Club Deal — Key Points – Definition: collective investment via a dedicated SCI/SAS, often covering both freehold and business – Two models: direct operation by the club deal (operational risk) vs. operation entrusted to a third party via lease (rental risk + hotel-specific exposure) – Typical entry ticket: €50,000 to €200,000+ – Lock-up period: 3 to 7 years, very limited liquidity – Recent French examples: Patrimonia Investissements/HMV (direct operation, Best Western repositioning), Neso Invest (third-party operator, Marseille portfolio), Groupe Dassin/Byron Gestion (super-economy segment, Louvre Hotels Group) – Regulatory watch: possible reclassification as an AIF (Alternative Investment Fund) if 3 criteria are met (multi-investor capital raise, defined policy, no operational control by subscribers); possible AMF sanctions (up to 3 years’ imprisonment, €375,000 fine)
