Part One
General Disclosures & Securities Notices
Federal securities law compliance, risk disclosures, and investment qualification requirements
I.General Disclaimer — No Offer of Securities
This website is provided by WilwaTree Group LLC ("WilwaTree," "the Company," "we," or "us") for general informational purposes only. Nothing contained herein constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation of any security, investment product, or investment strategy. No offer or solicitation will be made in any jurisdiction in which such offer or solicitation would be unlawful.
This website does not constitute an offer to sell or buy any securities, whether debt or equity, in any fund, vehicle, entity, or transaction managed, operated, or affiliated with WilwaTree Group LLC. Any such offer would only be made pursuant to a definitive confidential private placement memorandum, subscription agreement, or similar offering documentation, and only to persons who meet applicable investor qualification and suitability requirements under federal and state securities laws.
No securities regulatory authority has reviewed, passed upon, or endorsed the merits of any investment described or referenced on this website. Any representation to the contrary is a criminal offense. The securities described herein, if any, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
II.Not Investment, Tax, or Legal Advice
The information presented on this website does not constitute investment advice, financial advice, tax advice, legal advice, or any other form of professional advice. WilwaTree Group LLC is not a registered investment adviser, broker-dealer, financial planner, tax adviser, or attorney. No fiduciary relationship is created between WilwaTree and any visitor to this website.
You should consult your own financial adviser, legal counsel, accountant, and other professional advisors before making any investment or financial decisions. WilwaTree expressly disclaims any obligation to update or revise any information on this website and makes no representation as to the completeness, accuracy, or timeliness of any such information.
Tax consequences of any investment may be complex and will depend on each investor's particular tax situation. Prospective investors should consult their own tax advisors regarding the federal, state, local, and non-U.S. tax consequences of any investment, including the applicability and effect of tax treaties and any pending or proposed changes in applicable tax laws.
III.Forward-Looking Statements
This website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable federal and state securities laws. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will," "would," or similar expressions.
These statements are based on current expectations, assumptions, and projections about future events and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such factors include, but are not limited to: general economic conditions; real estate market conditions; interest rate fluctuations; regulatory changes; competitive pressures; the ability to complete acquisitions and development projects on expected terms and timelines; environmental and natural disaster risks; and other factors described herein or in any offering materials.
WilwaTree undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement.
IV.Past Performance Disclaimer
Past performance is not indicative of future results. Any historical returns, expected returns, projected returns, financial metrics, performance data, or probability projections referenced on this website are provided for illustrative purposes only and may not reflect actual future performance. Investment in real estate involves substantial risk, including the potential loss of principal invested. There can be no assurance that any investment strategy, portfolio, or transaction will achieve its objectives or avoid substantial losses.
The performance data presented herein has not been audited by an independent accounting firm and may differ from audited results. Gross returns do not reflect the deduction of management fees, carried interest, transaction costs, taxes, or other expenses that would reduce returns. Net returns, if presented, may reflect estimated rather than actual expenses. Individual investor returns may vary based on timing of investment, specific terms, leverage, and other factors. Projected returns are hypothetical and are not guarantees of future performance.
IMPORTANT: References to specific financial outcomes, returns, multiples, or performance metrics on this website relate to specific historical transactions completed under specific market conditions and should not be construed as representative of expected future performance.
V.Risk Factors
Investment in real estate is subject to significant risks including, but not limited to: illiquidity of real estate investments; general and local economic conditions; changes in supply of or demand for similar properties in a given market; changes in interest rates and availability of financing; changes in tax laws, real estate laws, zoning laws, building codes, environmental laws, and government regulations; natural disasters, hurricanes, flooding, and climate-related events; casualty or condemnation losses; uninsured losses; construction delays and cost overruns; environmental liabilities and remediation costs.
Additional risks include: the ability to obtain and maintain adequate occupancy levels; the ability to collect rent from tenants; competition from other properties; changes in hotel industry demand, travel patterns, and tourism economics; brand franchise requirements and compliance; insurance costs and coverage limitations; pandemics and public health emergencies affecting travel and hospitality; cybersecurity risks; labor shortages and workforce disruptions; changes in immigration policy affecting hospitality workforce availability; rising construction material costs; supply chain disruptions; and risks associated with operating in international jurisdictions including currency fluctuation, political instability, regulatory uncertainty, and repatriation restrictions.
Hospitality-specific risks include: seasonal fluctuations in demand; dependence on brand franchise agreements and compliance with brand standards; the risk of franchise termination or non-renewal; competitive RevPAR pressures from new supply; online travel agency commission structures; changes in group booking and convention patterns; and evolving guest expectations requiring ongoing capital investment.
Development-specific risks include: permitting delays and governmental approvals; construction cost escalation; supply chain disruptions; subcontractor performance; force majeure events; environmental remediation requirements; zoning changes; community opposition; infrastructure capacity constraints; and the risk that completed projects may not achieve projected stabilized performance.
This list of risks is not exhaustive. Prospective investors and counterparties should carefully review all risk factors and conduct their own due diligence before committing capital or entering into any transaction.
VI.Securities & Registration Disclosures
WilwaTree Group LLC is not registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, or under any state securities laws. WilwaTree Group LLC is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or under any state investment adviser statutes. None of the principals, officers, managers, members, employees, or affiliates of WilwaTree are registered as broker-dealers, investment advisers, or investment adviser representatives.
The Company does not hold a Series 7, Series 63, Series 65, Series 66, or any other FINRA-administered license. WilwaTree does not provide securities brokerage, investment advisory, or financial planning services. WilwaTree is not a member of the Securities Investor Protection Corporation (SIPC) and does not maintain customer accounts or hold customer securities.
To the extent WilwaTree acts as a "promoter" of any investment opportunity, such activities are conducted in compliance with applicable exemptions from broker-dealer registration under federal and state law, including but not limited to the issuer exemption under Section 3(a)(4) of the Securities Exchange Act of 1934.
VII.Accredited Investor / Qualified Purchaser Requirements
To the extent any investment opportunity is presented by WilwaTree or its affiliates, participation may be limited to "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, and/or "qualified purchasers" as defined under Section 2(a)(51) of the Investment Company Act of 1940, as amended. Verification of investor status may be required pursuant to Rule 506(c) of Regulation D.
Under current SEC rules, an accredited investor includes, among others: a natural person whose individual net worth (or joint net worth with a spouse or spousal equivalent) exceeds $1,000,000, excluding the value of a primary residence; a natural person who had income exceeding $200,000 (or joint income with a spouse or spousal equivalent exceeding $300,000) in each of the two most recent years and reasonably expects the same for the current year; holders of certain FINRA-administered licenses; knowledgeable employees of private funds; and certain entities meeting specified criteria.
Investments may only be suitable for persons of substantial financial means who have no need for near-term liquidity in their investments. Minimum investment thresholds may apply. WilwaTree reserves the right to reject any subscription or inquiry for any reason or no reason, in its sole and absolute discretion.
Part Two
Compliance, Civil Rights & Corporate Responsibility
Federal compliance obligations, civil rights protections, environmental stewardship, and privacy practices
VIII.Fair Housing & Civil Rights Compliance
WilwaTree Group LLC is committed to compliance with the Fair Housing Act (42 U.S.C. §§ 3601-3619), the Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.), Title VI of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and all applicable federal, state, and local fair housing laws and regulations.
WilwaTree does not discriminate on the basis of race, color, religion, sex, national origin, familial status, disability, sexual orientation, gender identity, age, marital status, veteran status, military status, source of income, ancestry, genetic information, citizenship status, or any other characteristic protected by applicable law in any aspect of real estate transactions, including the sale, rental, financing, advertising, or provision of services related to residential or commercial property.
If you believe you have been subject to discrimination in connection with any WilwaTree property or transaction, you may file a complaint with the U.S. Department of Housing and Urban Development (HUD) at hud.gov, by calling 1-800-669-9777 (voice) or 1-800-927-9275 (TTY), or with the applicable state or local fair housing agency.
IX.Americans with Disabilities Act & Accessibility
WilwaTree Group LLC is committed to compliance with the Americans with Disabilities Act of 1990 (ADA), as amended by the ADA Amendments Act of 2008, Section 504 of the Rehabilitation Act of 1973, and the Architectural Barriers Act of 1968 with respect to all properties owned, managed, or operated by WilwaTree or its affiliates. All hospitality properties are maintained in accordance with applicable ADA Accessibility Guidelines (ADAAG), the 2010 ADA Standards for Accessible Design, and relevant state accessibility requirements.
WilwaTree is committed to ensuring that this website is accessible to people with disabilities. We strive to conform to Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you experience any difficulty accessing any portion of this website, please contact us through the inquiry form and we will work to provide the information in an alternative format. Reasonable accommodations at any WilwaTree property are available upon request.
X.Environmental Compliance
WilwaTree Group LLC conducts Phase I Environmental Site Assessments in accordance with ASTM E1527-21 and, where warranted, Phase II investigations in accordance with ASTM E1903 for all acquisitions. The Company complies with all applicable federal, state, and local environmental laws and regulations, including but not limited to: the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA/Superfund); the Resource Conservation and Recovery Act (RCRA); the Clean Water Act (CWA); the Clean Air Act (CAA); the Toxic Substances Control Act (TSCA); the Safe Drinking Water Act (SDWA); the Emergency Planning and Community Right-to-Know Act (EPCRA); the National Environmental Policy Act (NEPA); and all applicable state environmental protection agency regulations.
In Florida, WilwaTree complies with all applicable Florida Department of Environmental Protection (FDEP) regulations, including Chapter 376 (Pollutant Discharge Prevention and Removal), Chapter 403 (Environmental Control), and Chapter 373 (Water Resources) of the Florida Statutes. For coastal properties, WilwaTree adheres to the Florida Coastal Zone Management Act and applicable Coastal Construction Control Line (CCCL) requirements under Chapter 161, Florida Statutes.
Environmental conditions at any property may change over time, and WilwaTree makes no representation that any property is free from environmental contamination, hazardous materials, or environmental liabilities. Asbestos-containing materials, lead-based paint, mold, radon, and other environmental hazards may be present at properties constructed prior to 1980. WilwaTree maintains environmental insurance coverage where commercially available and appropriate.
XI.Privacy Notice & Data Protection
WilwaTree Group LLC collects limited personal information through this website, including names, email addresses, telephone numbers, and organizational affiliations submitted through the inquiry form. This information is used solely for the purpose of responding to inquiries and evaluating potential business relationships.
WilwaTree does not sell, rent, lease, or otherwise distribute personal information to third parties for marketing purposes. Information may be shared with legal counsel, accountants, consultants, lenders, brand franchise partners, and other professional advisors engaged by WilwaTree in connection with a specific transaction or inquiry, subject to confidentiality obligations.
WilwaTree maintains reasonable administrative, technical, and physical safeguards to protect personal information in accordance with applicable federal and state data protection laws, but cannot guarantee absolute security of any data transmitted over the internet. This website may use cookies, web beacons, and similar tracking technologies for site analytics and functionality. By submitting information through this website, you consent to the collection and use of such information as described herein.
California residents may have additional rights under the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA). Florida residents may have additional rights under the Florida Digital Bill of Rights (FDBR), effective July 1, 2024. For data access, correction, or deletion requests, contact us through the inquiry form. WilwaTree will respond to verified requests within the timeframes required by applicable law.
XII.Anti-Money Laundering & OFAC Compliance
WilwaTree Group LLC maintains policies and procedures designed to comply with applicable anti-money laundering (AML) laws and regulations, including the Bank Secrecy Act (BSA), the USA PATRIOT Act (Title III), and regulations administered by the Financial Crimes Enforcement Network (FinCEN), including the Corporate Transparency Act (CTA) beneficial ownership reporting requirements effective 2024.
WilwaTree screens all counterparties, investors, and business associates against the Specially Designated Nationals and Blocked Persons List (SDN List) maintained by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, as well as other applicable sanctions lists including the Sectoral Sanctions Identifications List (SSI), the Foreign Sanctions Evaders List (FSE), the Non-SDN Palestinian Legislative Council List (NS-PLC), and lists maintained by the European Union, United Nations, and other applicable regulatory bodies.
WilwaTree reserves the right to refuse, suspend, or terminate any transaction or business relationship if there is reason to believe it may involve money laundering, terrorist financing, sanctions evasion, or other illicit activity. WilwaTree may be required to report suspicious activity to FinCEN and cooperate with law enforcement investigations without notice to the affected party.
XIII.Intellectual Property
All content, design, text, graphics, logos, icons, images, data compilations, software, code, and the overall arrangement and selection of this website are the exclusive property of WilwaTree Group LLC and are protected by United States and international copyright, trademark, trade dress, and other intellectual property laws, including the Digital Millennium Copyright Act (DMCA), the Lanham Act (15 U.S.C. § 1051 et seq.), and applicable international treaties.
"WilwaTree," "WilwaTree Group," the WilwaTree monogram, and all related names, logos, product and service names, designs, slogans, and trade dress are trademarks or service marks of WilwaTree Group LLC, whether or not registered with the United States Patent and Trademark Office (USPTO). Third-party trademarks referenced herein — including but not limited to Hilton, Hampton Inn, Hampton Inn & Suites, IHG (InterContinental Hotels Group), Holiday Inn Express, Marriott, Wyndham, and Aman — are the property of their respective owners and are used solely for factual reference to brand affiliations and franchise relationships. Their use does not imply endorsement, sponsorship, or affiliation beyond the stated relationship.
XIV.Confidentiality
Certain information presented on this website, including project details, financial metrics, performance data, strategic plans, and proprietary methodologies, is confidential and proprietary to WilwaTree Group LLC. By accessing this website, you agree not to copy, reproduce, distribute, publish, display, perform, modify, create derivative works from, transmit, or otherwise exploit any content herein for commercial or public purposes without prior written consent from WilwaTree.
Information received through the inquiry form or through any subsequent correspondence is treated as confidential and will not be disclosed to third parties without your consent, except as required by law or as necessary to evaluate and respond to your inquiry. Unauthorized use, distribution, or reproduction of proprietary information may result in civil and/or criminal penalties under the Defend Trade Secrets Act (18 U.S.C. § 1836), the Florida Uniform Trade Secrets Act (Chapter 688, Florida Statutes), and other applicable law.
XV.Limitation of Liability & Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WILWATREE GROUP LLC, ITS PRINCIPALS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THIS WEBSITE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WILWATREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND TITLE. WILWATREE DOES NOT WARRANT THAT THIS WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT SHALL WILWATREE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS WEBSITE.
XVI.Third-Party Content, Links & Photography
This website may contain references to third-party content, services, properties, or entities. Such references are provided for informational purposes only and do not constitute an endorsement, sponsorship, or recommendation by WilwaTree Group LLC. WilwaTree is not responsible for the accuracy, completeness, reliability, or availability of any third-party content.
Photography used on this website may include stock imagery, architectural renderings, conceptual representations, and photographs obtained under license that may not depict actual WilwaTree properties, conditions, views, or surroundings. Images are presented for general illustrative purposes and should not be relied upon as accurate representations of any specific property. Project descriptions and financial data are based on internal records and estimates and have not been independently verified by a third-party auditor or appraiser unless expressly stated.
XVII.Governing Law & Jurisdiction
This website and all matters arising from or relating to your access to or use of this website shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising from or relating to this website shall be subject to the exclusive jurisdiction of the state courts of St. Johns County, Florida, and the United States District Court for the Middle District of Florida, Jacksonville Division.
By accessing this website, you irrevocably consent to personal jurisdiction in such courts, waive any objection to venue therein, and agree that service of process may be made by any means permitted under the laws of the State of Florida or the Federal Rules of Civil Procedure.
XVIII.Dispute Resolution & Arbitration
Any dispute, claim, or controversy arising out of or relating to any transaction, investment, or business relationship with WilwaTree Group LLC — except for disputes arising solely from access to this website — shall, at WilwaTree's election, be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in St. Johns County, Florida. The arbitrator(s) shall apply the substantive laws of the State of Florida. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO ARBITRATION, THEY ARE WAIVING THEIR RIGHT TO A JURY TRIAL AND THEIR RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. This arbitration provision shall survive the termination of any business relationship between the parties.
XIX.Indemnification
By accessing and using this website, you agree to indemnify, defend, and hold harmless WilwaTree Group LLC, its principals, officers, managers, members, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (a) your access to or use of this website; (b) your violation of any provision of these disclosures; (c) your violation of any applicable law, regulation, or third-party right; or (d) any information you provide through this website that is inaccurate, misleading, or fraudulent.
XX.Material Accuracy & Updates
While WilwaTree Group LLC endeavors to keep the information on this website current, complete, and accurate, we make no representations or warranties, express or implied, regarding the accuracy, reliability, or completeness of any content herein. Project details, financial metrics, market conditions, asset valuations, and other information are subject to change without notice. Information on this website may become outdated, and WilwaTree is under no obligation to update such information. The date of last review is reflected in the copyright notice. For current and verified information regarding any project, transaction, or investment opportunity, please contact WilwaTree directly through the inquiry form.
Part Three
Jurisdiction-Specific Disclosures
State, territory, and international regulatory disclosures for each jurisdiction in which WilwaTree has operated or maintains active interests
A.State of Florida — Disclosures
Applicable to: A1A Coastal Hospitality Portfolio · St. Augustine Luxury Land & Residences · NE Florida Multifamily · N. Florida Commercial · N./Central FL Hospitality Acquisition · Construction & Development Services · Corporate Headquarters
WilwaTree Group LLC is a Florida limited liability company organized under Chapter 605 of the Florida Statutes (the Florida Revised Limited Liability Company Act), with its principal place of business in St. Augustine, St. Johns County, Florida. The Company is registered with the Florida Division of Corporations, Department of State.
To the extent any real estate brokerage services are involved in any transaction, such services are provided by appropriately licensed Florida real estate brokers or salespersons in compliance with Chapter 475, Florida Statutes, and the rules of the Florida Real Estate Commission (FREC) under the Florida Department of Business and Professional Regulation (DBPR). WilwaTree Group LLC itself is not a licensed real estate brokerage.
Florida law requires the following disclosure regarding radon gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. (Section 404.056(5), Florida Statutes.)
For residential real estate transactions in Florida, the following additional disclosures apply: Sellers of residential property are required to disclose known material defects under the Johnson v. Davis doctrine and applicable Florida case law. WilwaTree complies with all disclosure requirements under Chapter 689, Florida Statutes (Conveyances of Land and Declarations of Trust), including but not limited to the requirement to disclose known facts materially affecting the value of the property.
Florida's Community Association Disclosure requirements (Chapter 720, Florida Statutes for HOAs; Chapter 718 for condominiums; Chapter 719 for cooperatives) apply where WilwaTree properties are located within community association-governed developments. Buyers are entitled to receive association documents and have a statutory rescission period.
In connection with hospitality operations, WilwaTree complies with the Florida Transient Rentals Tax (Chapter 212, Florida Statutes), the Florida Tourist Development Tax (Section 125.0104, Florida Statutes), applicable local bed taxes, and the Florida Innkeeper's Act. All hospitality properties maintain compliance with the Florida Fire Prevention Code (Chapter 633, Florida Statutes), the Florida Building Code, and applicable health inspection requirements under the Florida Department of Health (Chapter 509, Florida Statutes — Public Lodging Establishments).
For construction and development activities, WilwaTree complies with the Florida Construction Lien Law (Chapter 713, Florida Statutes), the Florida Building Code, all applicable local building and zoning ordinances, the Water Management District permitting requirements, and the requirements of the Florida Department of Environmental Protection (FDEP) for stormwater management, coastal construction, and environmental resource permitting.
Florida's Property Assessed Clean Energy (PACE) Act (Section 163.08, Florida Statutes) may apply to qualifying energy efficiency and wind resistance improvements at WilwaTree properties. Prospective buyers should inquire about any PACE assessments encumbering any property.
Florida Homestead: For properties classified as homestead under Article X, Section 4 of the Florida Constitution, additional protections and restrictions on alienation, devise, and creditor claims may apply.
B.State of Georgia — Disclosures
Applicable to: Coastal Savannah Portfolio (Jekyll Island & Savannah) — Exited 2012–2017
WilwaTree has historically conducted real estate investment and hospitality operations in the State of Georgia, specifically on Jekyll Island (Glynn County) and in the Savannah metropolitan area (Chatham County). Although these positions have been fully exited, the following disclosures remain applicable to the extent any residual obligations, representations, or claims may arise.
Georgia real estate transactions are governed by the Georgia Real Estate License Law (O.C.G.A. § 43-40-1 et seq.) and the rules of the Georgia Real Estate Commission (GREC). WilwaTree Group LLC was not registered as a real estate broker in Georgia; all brokerage services were provided by Georgia-licensed real estate professionals. Georgia requires sellers of residential property to complete a Seller's Property Disclosure Statement (O.C.G.A. § 44-1-16), disclosing known material defects affecting the property.
Georgia's Landlord-Tenant Act (O.C.G.A. § 44-7-1 et seq.) governs rental operations. Security deposits are regulated under O.C.G.A. § 44-7-30 through 44-7-37, which require landlords holding more than 10 units to deposit security funds in an escrow account and provide written notice of the terms. Georgia does not impose rent control or rent stabilization requirements at the state level.
For properties on Jekyll Island, the Jekyll Island–State Park Authority (JISPA) administers the island under the Jekyll Island Authority Act (O.C.G.A. § 12-3-230 et seq.). All development, renovation, and operations on Jekyll Island are subject to the authority's master plan, conservation restrictions, and the statutory requirement that no more than 35% of the island's land area be developed (the "65/35 Rule"). WilwaTree's Jekyll Island operations complied with all JISPA requirements, including applicable land-use limitations, building design standards, and environmental protections for the island's maritime forest and beach ecosystems.
Georgia environmental compliance includes the Georgia Hazardous Site Response Act (HSRA, O.C.G.A. § 12-8-90 et seq.), the Georgia Water Quality Control Act (O.C.G.A. § 12-5-20 et seq.), the Georgia Erosion and Sedimentation Act (O.C.G.A. § 12-7-1 et seq.), and the Coastal Marshlands Protection Act (O.C.G.A. § 12-5-280 et seq.) which protects estuarine marshlands along the Georgia coast, including areas proximate to WilwaTree's former Savannah and Jekyll Island properties.
Georgia's Hotel-Motel Tax is imposed at the state level (O.C.G.A. § 48-13-50 et seq.), with additional local excise taxes imposed by Glynn County and Chatham County. WilwaTree maintained compliance with all applicable hotel-motel excise tax requirements during its period of operations in Georgia.
Georgia is a "buyer beware" (caveat emptor) state for commercial real estate transactions, meaning the buyer is generally responsible for conducting their own due diligence absent affirmative misrepresentation or fraud by the seller. WilwaTree made all required disclosures and cooperated with buyer due diligence in connection with the disposition of its Georgia assets.
Georgia's Bona Fide Coin-Operated Amusement Machine Act and Georgia's Sunday Alcohol Sales laws (O.C.G.A. § 3-3-7) may have applied to hospitality operations in specific jurisdictions. WilwaTree maintained compliance with all applicable state and local liquor licensing requirements during its Georgia operations.
C.State of Indiana — Disclosures
Applicable to: Midwest Hospitality Portfolio — Exited 2005–2012
WilwaTree conducted hospitality investment operations in the State of Indiana as part of its Midwest Hospitality Portfolio from 2005 through 2012. These positions have been fully exited. The following disclosures are provided for completeness and to address any residual obligations.
Indiana real estate transactions are governed by the Indiana Real Estate License Act (IC 25-34.1) and supervised by the Indiana Real Estate Commission under the Indiana Professional Licensing Agency (IPLA). WilwaTree Group LLC was not registered as a real estate broker in Indiana; all brokerage services were provided by Indiana-licensed real estate professionals.
Indiana requires the completion of a Seller's Residential Real Estate Sales Disclosure Form (IC 32-21-5) for residential transactions. For commercial hospitality transactions, Indiana follows general common-law principles of caveat emptor as modified by the duty to disclose known material defects. Indiana's Responsible Property Transfer Law (IC 13-25-3) requires disclosure of environmental conditions and hazardous substance releases in connection with property transfers.
Indiana's Innkeeper's Rights Act (IC 32-33-1 et seq.) provides hospitality operators with specific rights regarding guest liability, lien rights on guest property, and the right to eject disruptive guests. Indiana's Innkeeper's Tax (IC 6-9 et seq.) is imposed at the county level, with specific rates varying by county. WilwaTree maintained compliance with all applicable county innkeeper's tax requirements during its Indiana operations.
Indiana environmental compliance includes the Indiana Environmental Remediation Act (IC 13-25-5), the Indiana Voluntary Remediation Program (VRP), and oversight by the Indiana Department of Environmental Management (IDEM). Indiana's Responsible Property Transfer Law (IC 13-25-3) requires environmental disclosure in connection with property transfers exceeding specified value thresholds.
Indiana is a "judicial foreclosure" state (IC 32-30-10), and Indiana's Homestead Exemption (IC 34-55-10-2) provides limited creditor protection for owner-occupied residential property. Indiana's property tax assessment and appeal process is governed by IC 6-1.1, with assessments administered by county assessors and appeals heard by the Indiana Board of Tax Review (IBTR) and the Indiana Tax Court.
Indiana's construction lien law (IC 32-28-3) provides mechanics' and materialmen's lien rights. WilwaTree maintained proper lien waiver practices in connection with all construction and renovation activities in Indiana. The Indiana Deceptive Consumer Sales Act (IC 24-5-0.5) applies to consumer transactions in Indiana and imposes liability for unfair or deceptive acts and practices.
D.State of Ohio — Disclosures
Applicable to: Midwest Hospitality Portfolio — Exited 2005–2012
WilwaTree conducted hospitality investment operations in the State of Ohio as part of its Midwest Hospitality Portfolio from 2005 through 2012. These positions have been fully exited. The following disclosures are provided for completeness and to address any residual obligations.
Ohio real estate transactions are governed by the Ohio Real Estate License Law (ORC Chapter 4735) and supervised by the Ohio Division of Real Estate and Professional Licensing under the Ohio Department of Commerce. WilwaTree Group LLC was not registered as a real estate broker in Ohio; all brokerage services were provided by Ohio-licensed real estate professionals.
Ohio requires sellers of residential property to provide a Residential Property Disclosure Form (ORC § 5302.30). Ohio also requires the provision of a lead-based paint disclosure for residential properties built prior to 1978, in accordance with the federal Residential Lead-Based Paint Hazard Reduction Act of 1992 (Title X of the Housing and Community Development Act) and EPA/HUD regulations at 40 CFR Part 745. For commercial transactions, Ohio follows common-law principles with statutory modifications regarding fraud and material misrepresentation.
Ohio's Lodging Tax (ORC § 5739.024) is imposed at the county level by convention and visitors' bureaus. Additional municipal lodging taxes may apply. WilwaTree maintained compliance with all applicable state, county, and municipal lodging tax requirements during its Ohio operations. Ohio's Innkeeper's Statute (ORC § 4721) governs hospitality operations, including innkeeper liability limitations (ORC § 4721.01 et seq.).
Ohio environmental compliance includes the Ohio Voluntary Action Program (VAP) administered by the Ohio Environmental Protection Agency (Ohio EPA) under ORC Chapter 3746, which provides a mechanism for obtaining covenants not to sue in connection with property cleanups. Ohio's Property Transfer Environmental Compliance requirements (ORC § 3734.22 et seq.) address environmental conditions in connection with certain property transactions. The Ohio EPA administers programs under delegated authority from the federal EPA for air quality, water quality, and waste management.
Ohio's construction lien law (ORC Chapter 1311, the "Mechanics' Lien Law") provides lien rights for contractors, subcontractors, and material suppliers. WilwaTree maintained proper notice and lien waiver practices in connection with all construction and renovation activities in Ohio. Ohio's Condominium Property Act (ORC Chapter 5311) may have applied to certain property types within the portfolio.
Ohio's Consumer Sales Practices Act (ORC § 1345.01 et seq.) prohibits unfair and deceptive consumer sales practices. Ohio's real property tax system operates through county auditors with appeals to county boards of revision (ORC § 5715.19) and the Ohio Board of Tax Appeals. Ohio is a "judicial foreclosure" state (ORC Chapter 2323).
Ohio's Commercial Activity Tax (CAT, ORC § 5751) applies to businesses with taxable gross receipts exceeding specified thresholds. WilwaTree maintained compliance with CAT requirements during its period of operations in Ohio.
E.Republic of India — International Disclosures
Applicable to: South Asia Convention Hotel (Design & Permitting) · South Asia Agricultural Land (Held)
WilwaTree Group LLC conducts development and land-holding activities in the Republic of India through locally organized entities and in compliance with applicable Indian federal and state laws. The following disclosures are provided with respect to Indian operations and are subject to the laws of the applicable Indian state(s) in which WilwaTree maintains interests.
Foreign Direct Investment (FDI). WilwaTree's Indian operations comply with the Foreign Exchange Management Act, 1999 (FEMA) and the Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade (DPIIT), Ministry of Commerce and Industry, Government of India. Under current FDI policy, 100% foreign direct investment is permitted under the automatic route in the construction-development sector (including townships, housing, built-up infrastructure, and real estate broking services) subject to minimum area and capital investment requirements. Hotel and tourism sector investments permit 100% FDI under the automatic route. Agricultural activities are subject to restrictions under the FDI policy, and WilwaTree's agricultural land holdings are structured in compliance with applicable FDI norms and any required approvals from the Reserve Bank of India (RBI).
Real Estate Regulation. The Real Estate (Regulation and Development) Act, 2016 (RERA) requires registration of real estate projects and real estate agents with the state Real Estate Regulatory Authority. WilwaTree's convention hotel development project, to the extent it constitutes a "real estate project" under RERA, will comply with all applicable RERA registration, disclosure, escrow, and completion requirements. Each Indian state has established its own RERA rules, and compliance will adhere to the rules of the applicable state authority.
Land Acquisition & Title. Land title in India is governed by the Registration Act, 1908, the Transfer of Property Act, 1882, the Indian Stamp Act, 1899, and applicable state-level stamp duty and registration laws. WilwaTree conducts thorough title searches, chain-of-title analysis, and encumbrance certificates for all land acquisitions in India. Land title in India may be subject to uncertainties not typically present in the United States, including incomplete land records, disputed boundaries, adverse possession claims, and the absence of title insurance markets comparable to U.S. practice. WilwaTree relies on legal opinions from qualified Indian advocates and, where available, title guarantee instruments.
Agricultural Land. Foreign investment in Indian agricultural land is subject to restrictions under both the FDI policy and applicable state-level agricultural land ceiling and tenancy laws. The specific regulations vary by state and may include restrictions on the acquisition, conversion, and use of agricultural land by non-agricultural entities. WilwaTree's agricultural land holdings comply with the applicable state's Revenue Code, agricultural land ceiling acts (e.g., the Karnataka Land Reforms Act, 1961, or the Maharashtra Tenancy and Agricultural Lands Act, 1948, depending on the state), and any required land-use conversion (NA — Non-Agricultural) permissions from the relevant district collector or land revenue authorities.
Taxation. Indian operations are subject to Indian income tax under the Income Tax Act, 1961, the Goods and Services Tax (GST) under the Central Goods and Services Tax Act, 2017 and applicable State GST acts, state-level stamp duty and registration fees, municipal property taxes, and any applicable surcharges and cess. Under the India-United States Double Taxation Avoidance Agreement (DTAA), WilwaTree structures its Indian operations to optimize tax efficiency within the framework of applicable treaty provisions. The General Anti-Avoidance Rules (GAAR), effective April 1, 2017, under Chapter X-A of the Income Tax Act, may apply to arrangements determined to have been entered into with the principal purpose of obtaining a tax benefit.
Environmental. Indian development projects are subject to the Environment Protection Act, 1986, the Environmental Impact Assessment (EIA) Notification, 2006 (as amended), and applicable clearances from the Ministry of Environment, Forest and Climate Change (MoEFCC) or the State Environment Impact Assessment Authority (SEIAA), depending on the scale and nature of the project. The convention hotel development may require Environmental Clearance (EC) under the EIA Notification based on the project's built-up area and location. Coastal Zone Regulation (CRZ) requirements under the Coastal Regulation Zone Notification, 2019, may apply to projects located within CRZ-designated areas. WilwaTree will obtain all required environmental clearances prior to commencement of construction.
Labor & Employment. Indian labor laws applicable to hotel construction and operations include the Code on Wages, 2019; the Industrial Relations Code, 2020; the Occupational Safety, Health and Working Conditions Code, 2020; the Code on Social Security, 2020; the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 (EPF); the Employees' State Insurance Act, 1948 (ESI); the Payment of Gratuity Act, 1972; and applicable state-level shops and establishments acts. WilwaTree's Indian operations maintain compliance with all applicable labor and employment requirements through local management and qualified legal counsel.
Anti-Corruption. WilwaTree maintains strict compliance with the U.S. Foreign Corrupt Practices Act (FCPA), the Indian Prevention of Corruption Act, 1988 (as amended 2018), and the UK Bribery Act 2010 to the extent applicable. WilwaTree prohibits the payment of bribes, facilitation payments, or anything of value to government officials, political parties, or private persons for the purpose of obtaining or retaining business or any improper advantage. All agents, consultants, contractors, and joint venture partners engaged in connection with Indian operations are required to comply with WilwaTree's anti-corruption policies.
Dispute Resolution in India. Disputes arising from WilwaTree's Indian operations are subject to the Arbitration and Conciliation Act, 1996 (as amended), and may be resolved through arbitration seated in India under the rules of the Indian Council of Arbitration (ICA) or the Mumbai Centre for International Arbitration (MCIA), or through ad hoc arbitration. Enforcement of foreign arbitral awards in India is governed by Part II of the Arbitration and Conciliation Act (implementing the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, 1958). WilwaTree may also submit disputes to the Commercial Courts established under the Commercial Courts Act, 2015, which provide expedited procedures for commercial disputes above specified thresholds.
Data Protection. WilwaTree complies with the Digital Personal Data Protection Act, 2023 (DPDPA) and the Information Technology Act, 2000, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, with respect to the collection, processing, and storage of personal data of Indian data principals. Cross-border data transfers are conducted in compliance with applicable DPDPA provisions and any restrictions on transfer to jurisdictions not approved by the Central Government.
IMPORTANT: Indian regulatory requirements are subject to frequent change. State-level regulations vary significantly. WilwaTree engages qualified Indian legal counsel in each applicable jurisdiction and monitors regulatory developments on an ongoing basis.
F.International Operations & FCPA Compliance
WilwaTree Group LLC's international operations are conducted in compliance with all applicable U.S. and foreign laws, including the Foreign Corrupt Practices Act of 1977 (FCPA, 15 U.S.C. §§ 78dd-1 et seq.), the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), and all applicable economic sanctions programs administered by OFAC. WilwaTree maintains written FCPA compliance policies, conducts due diligence on international business partners, and requires anti-corruption representations and warranties in all international agreements.
International real estate investments involve additional risks not present in domestic transactions, including but not limited to: currency exchange rate fluctuations; restrictions on capital repatriation; political and sovereign risk; nationalization or expropriation risk; differences in legal systems, property rights, and enforcement mechanisms; corruption and rule-of-law risks; cultural and language barriers; tax treaty interpretation disputes; and the inability to obtain adequate insurance coverage for international operations.
Currency Risk: WilwaTree's Indian operations are denominated in Indian Rupees (INR). Fluctuations in the INR/USD exchange rate may materially affect the U.S. dollar value of Indian assets and the returns realized upon repatriation of funds. WilwaTree does not currently hedge currency risk associated with its Indian operations, although it may elect to do so in the future through forward contracts, options, or other derivative instruments.
G.Insurance & Bonding
WilwaTree Group LLC maintains insurance coverage for its properties and operations including, as applicable: commercial general liability (CGL) insurance; property and casualty insurance (including named-storm and windstorm coverage for Florida coastal properties); builder's risk insurance for construction and renovation projects; commercial umbrella/excess liability insurance; workers' compensation and employers' liability insurance; commercial automobile insurance; professional liability/errors and omissions insurance; employment practices liability insurance (EPLI); directors and officers (D&O) liability insurance; cyber liability insurance; environmental pollution liability insurance (where commercially available); and flood insurance through the National Flood Insurance Program (NFIP) or private flood insurance for properties located in FEMA-designated Special Flood Hazard Areas (SFHAs).
Insurance coverage amounts, deductibles, exclusions, and availability are subject to market conditions and may change at renewal. Certain risks may be uninsured or underinsured, including but not limited to: losses from acts of war, terrorism, nuclear events, or biological contamination; losses from earthquakes (except where specifically insured); losses from sinkholes (a risk in certain Florida karst regions); losses from mold remediation exceeding policy sub-limits; and losses from governmental condemnation or regulatory taking. Past claims experience does not guarantee future coverage availability or pricing.
For Florida coastal hospitality properties, WilwaTree maintains windstorm/named-storm coverage in compliance with lender requirements and brand franchise agreement requirements. Depending on market conditions, windstorm coverage may be obtained through the private market or through Citizens Property Insurance Corporation, Florida's insurer of last resort. Policyholders of Citizens may be subject to assessments in the event of catastrophic losses.
H.Force Majeure & Natural Disasters
WilwaTree's properties and operations are located in areas that may be affected by natural disasters and force majeure events, including but not limited to: hurricanes, tropical storms, and named storms (particularly for Florida and Georgia coastal properties); flooding and storm surge; tornadoes (particularly for Midwest properties in Indiana and Ohio); earthquakes; wildfires; extreme heat events; sea-level rise and coastal erosion; monsoons and cyclones (for Indian operations); pandemics and public health emergencies; civil unrest; acts of terrorism; power grid failures; and supply chain disruptions.
Climate change may increase the frequency and severity of weather-related events affecting WilwaTree's properties, particularly coastal properties in Florida and Georgia. Sea-level rise projections for Northeast Florida range from approximately 1 to 6.6 feet by 2100 depending on the emissions scenario (NOAA, 2022). WilwaTree monitors climate risk assessments and incorporates resilience measures into its development and renovation programs, including elevated construction, impact-resistant glazing, emergency generator systems, and flood mitigation infrastructure.
In the event of a force majeure event, WilwaTree's obligations under leases, franchise agreements, management agreements, loan documents, and other contractual arrangements may be affected by applicable force majeure provisions. The enforceability and scope of force majeure clauses vary by jurisdiction and by the specific contractual language employed.
I.Website Terms of Use
By accessing and using this website, you agree to be bound by these legal disclosures and all applicable laws and regulations. If you do not agree to these terms, you must discontinue use of this website immediately. WilwaTree reserves the right to modify these disclosures at any time without prior notice. Your continued use of this website following any modification constitutes your acceptance of the modified terms.
You agree to use this website only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of, this website by any third party. Prohibited conduct includes, without limitation: conducting any systematic or automated data collection (including scraping, data mining, or data extraction) without WilwaTree's express written consent; transmitting or distributing viruses, malware, or other harmful code; attempting to gain unauthorized access to WilwaTree's systems or networks; using the website to send unsolicited commercial communications; and impersonating any person or entity.
WilwaTree may terminate or suspend your access to this website at any time, without notice, for any reason or no reason, including any violation of these terms of use.
J.Severability, Waiver & Survival
If any provision of these legal disclosures is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.
The failure of WilwaTree to exercise or enforce any right or provision of these disclosures shall not constitute a waiver of such right or provision. Any waiver of any provision of these disclosures shall be effective only if in writing and signed by an authorized representative of WilwaTree.
The provisions of these disclosures that by their nature should survive termination shall survive, including but not limited to: intellectual property rights, limitation of liability, indemnification, arbitration, confidentiality, and governing law provisions.
These legal disclosures, together with any applicable confidentiality agreement, subscription agreement, or other written agreement between you and WilwaTree, constitute the entire agreement between you and WilwaTree with respect to your access to and use of this website, and supersede all prior or contemporaneous communications and proposals, whether oral or written, between you and WilwaTree.
· · · END OF LEGAL DISCLOSURES · · ·
WilwaTree Group LLC · 2005–2025 · All Rights Reserved
St. Augustine, St. Johns County, Florida, United States of America
Document Ref: WT-LEGAL-2025-R03 · Last Revised: March 2025
Applicable Jurisdictions: FL · GA · IN · OH · India (Republic of)
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