A 50/50 joint-venture redevelopment of your 30,000 sqm waterfront landholding into a 70-unit branded-residence resort with a signature engineered beach. HOTELA finances 100% of development and marketing. You contribute the land — the rest of the stack is HOTELA's to deliver.
New Read the Deal Brief Full mechanics · money flow · ¥4B floor · tax · 17.5% LP forecast · 6 design platesJonathan — thank you for opening this conversation. The Lake Tōya parcel is one of the few remaining waterfront sites of meaningful scale in southern Hokkaido owned by an internationally fluent operator who can actually transact. Selling it as raw land captures one moment of value. Operating it as a single-house rental captures a fraction of its underlying potential.
What follows is a structure I would put my own name on if I were on your side of the table. You contribute the land. HOTELA finances 100% of development and 100% of marketing. The waterfall pays HOTELA's costs back first, then ¥2B back to you, then 50/50 on every yen above. Your expected outcome is ¥10–12.5B against a ¥4B underwritten floor — without writing a cheque.
Read it once. Push back where it deserves it. Then let's get the NDA signed and start working.
Lake Tōya is one of the most underexploited luxury hospitality opportunities in Japan: caldera geometry, year-round volcanic onsen, Mt. Yōtei sightlines, the Windsor Hotel hosted the 2008 G8 summit on the south rim. What the destination has not had is a modern, internationally branded residence product calibrated to global buyers. The supply gap is real — and almost no remaining lakefront parcels are positioned to fill it.
Selling the land outright captures raw-land comparables — a one-time gain, with zero participation in the development uplift the next owner captures. Self-developing requires ¥7B+ of capital, a luxury operating brand, an international sales channel, a Hokkaido construction team, and a 4–5 year hold. The arithmetic of the status quo is unforgiving in either direction.
A 70-unit branded-residence resort with a signature engineered beach, expanded amenities, and the existing structure repurposed as the social spine of the property. HOTELA's first lake-and-beach product line — a year-round counterpoint to the mountain-and-snow flagship at HOTELA Niseko Towers, 90 minutes by car.
A new special-purpose Godo Kaisha (合同会社) is established at JV formation. It is the single legal vehicle for all Lakehouse economics — your land transfers in free and clear, HOTELA's seed capital flows in, sales proceeds flow in, distributions flow out per the Section 04 waterfall.
After full Phase (d) distributions complete, Jonathan surrenders his 50% SPC GK interest to HOTELA — through a notarized pre-sale agreement signed at formation, with consideration locked at formation-date value (zero or de minimis) so future GK appreciation does not trigger tax. HOTELA thereafter holds 100% of the GK and runs it on behalf of the Nin'i Kumiai owner pool.
All proceeds from fractional sales of the 70 units flow into the SPC GK and are distributed in four sequential phases. Each phase pays in full before the next phase activates. No phase subordinates to any other phase — HOTELA's cost reimbursement is fully protected; Jonathan's deferred land-sale flows next; the 50/50 split happens last on what remains.
The waterfall is project-aggregate, not unit-by-unit. Within each phase, distributions flow periodically as sale proceeds accumulate. Phase (d) does not begin until phases (a), (b), and (c) are paid in full.
All figures ex VAT, consumption tax, and other applicable taxes. The aggregate-sales band of ¥25–30B reflects HOTELA's underwriting projection at ~¥5–6M psm interior on 70 units × ~72 sqm. Final per-unit pricing is set at launch on real demand, produced by the HOTELA sales platform.
Jonathan is committed a minimum total receipt of ¥4,000,000,000 from the project, on HOTELA's underwriting. The floor is achieved through the standard waterfall — not by overriding HOTELA's cost recovery, not by subordinating any phase to any other.
Whenever revenue is at least ¥13B, the standard waterfall produces ≥¥4B for Jonathan automatically: ¥2B Phase (c) + 50% × (revenue − ¥9B) ≥ ¥4B at revenue ≥ ¥13B.
The floor is not a cap. Jonathan participates in 100% of upside above ¥4B via the Phase (d) 50/50 split. There is no ceiling on his distributions.
If actual project performance falls below the underwriting band such that the standard waterfall produces less than ¥4B for Jonathan, the parties revisit the structure under default mechanics defined in the JV agreement. This scenario is well outside HOTELA's underwriting band.
For absolute clarity: the SPC GK has one job — sell 70 fractional interests and distribute the proceeds per Section 04. Run-rate hotel operations sit entirely outside the JV.
Hotel operations are governed by a separate operating agreement between HOTELA and the Nin'i Kumiai fractional-owner pool — not addressed in this proposal and not part of Jonathan's distribution stream.
This is the question to ask hardest. The honest answer.
HOTELA Niseko is live, sells in 13 languages, runs the Nin'i Kumiai structure today, and has the legal, tax, and operating playbook in market — not in PowerPoint. The HOTELA team comes from Ritz-Carlton and Park Hyatt; HOTELA's management previously ran hundreds of properties in Niseko as head of Ski Japan.
HOTELA finances 100% of development and 100% of marketing — roughly ¥7B of exposure including the ¥1B interest-free seed loan — without asking Jonathan to write a cheque.
The destination needs a luxury branded-residence operator. The incumbents on the lake are legacy hotels operating older product. HOTELA's positioning — engineered, modernist, high-design, with proprietary product like the HOTELA Sleep System — matches the buyer pool that does not currently buy on the lake because no one is selling to it.
HOTELA earns Phase (d) profit only after fully reimbursing its own ¥7B of cost outlays and paying Jonathan the ¥2B deferred land-sale. HOTELA's profit dollar one comes only after Jonathan has already received ¥2B. Both parties win or lose on the same outcome — premium pricing at sales launch.
HOTELA takes 100% of operating economics post-development under the Section 07 carve-out. That is the structural reward for fronting the development capital and running the resort to brand standard — and it is also why HOTELA can underwrite the ¥4B floor and the interest-free seed loan. The operating business monetizes the long tail.
Jonathan's ¥500M loan to HOTELA — earmarked for HOTELA Niseko Towers sales & marketing — directly funds the brand machine that will sell Lakehouse units at launch. Three layers of alignment in one instrument: interest on principal within 18 months, profit-participation in Niseko Towers itself, plus indirect lift on Lakehouse pricing flowing back through the JV at 50%.
Indicative phasing, executed in parallel where possible. NDA to first closings: roughly 30–36 months. Full sell-through: 48–60 months.
Six confident definitions so legal review starts from a shared frame.
HOTELA does not buy the land directly. The 30,000 sqm parcel transfers free and clear into a 50/50 SPC GK at an agreed ¥2B transfer value, with payment deferred to Phase (c) — structured for capital-gains tax characterization in Jonathan's hands.
HOTELA is not a fee developer earning on construction. HOTELA's profit comes only from Phase (d), after fully reimbursing its own ¥7B in cost outlays and paying Jonathan the ¥2B deferred land-sale. Cost discipline and revenue-maximization are aligned end to end.
Hotel operations, F&B, beach club, and all run-rate hospitality activity sit outside the JV under a separate operating agreement, 100% controlled by HOTELA. Jonathan does not participate in operating revenue.
The SPC GK is 50/50 only through full sell-through. Once Phase (d) distributions are completed, Jonathan surrenders his 50% interest to HOTELA via a notarized pre-sale agreement signed at formation — with consideration locked at formation-date value to neutralize future tax.
The ¥4B floor is a downside backstop, not a cap. Jonathan participates in 50% of every yen of Phase (d) profit, with no ceiling. Expected outcomes of ¥10B (base) and ¥12.5B (high) are 2.5–3× the floor.
HOTELA finances 100% of development and 100% of marketing. Jonathan is not asked to advance any cash into the SPC GK or the project. The ¥500M strategic loan to HOTELA is bilateral and earmarked for HOTELA Niseko Towers — repaid from Niseko Towers proceeds with interest plus a profit share.
Both parties end materially better than the path they are on today — by a multi-billion-yen distribution profile on Jonathan's side, and by flagship-scale Hokkaido expansion plus 100% post-development control of the operating GK on HOTELA's side. The six definitions above are how that outcome is protected.
HOTELA is ready to move on this. The land is irreplaceable. The brand and platform are operating. The structure is designed to work for both sides — combined contribution, combined upside, clean wind-down.