Brand licensor & design authority
Controls the use of its intellectual property, approves each project and sets the design and quality standards.
DOUBLER CAPITAL × TONINO LAMBORGHINI
A strategic partnership.
A disciplined route to Vietnam.
Proposed master-development and licensing framework for hospitality, branded residences and selected villa projects. Da Nang first; national expansion through approved projects.
DRAFT FOR DISCUSSIONCommercial terms and responsibilities subject to agreement
01 / Partnership objectiveOne brand authority.
One brand authority.
A local investment and delivery platform.
DoubleR Capital proposes a Vietnam master-development and licensing framework that pairs Tonino Lamborghini with qualified local developers, supported by project-level capital and governance.
Investment & local coordination
Originates partnerships, arranges capital, structures project agreements and coordinates the brand, developer and operating teams.
Land, approvals & delivery
Holds the agreed project rights and undertakes development, construction, sales and owner obligations under the project contracts.
Discussion draft. No master licence, developer appointment, site, LP commitment, financing or guarantee is represented as executed. Tonino Lamborghini’s participation and the precise contracting entities require confirmation.
02 / Contracting structureA country framework.
A country framework.
Separate approvals for every project.
A master agreement should establish the Vietnam relationship without automatically approving a site, financial exposure or sublicence.
Vietnam master framework
Tonino Lamborghini & DoubleR Capital or an approved local platform entity. Define territory, hospitality and residence categories, origination responsibilities and conditional exclusivity.
Project licence & development documents
A separate, brand-approved arrangement for each developer/SPV, with an approved site, business plan, design, operator and funded delivery programme.
Operating & supply agreements
Separate operator, residential management, technical-services and interior-supply contracts. Product distribution rights and hospitality operation are not implied by a real-estate licence.
| Licensing route | How it could work | Decision required |
|---|---|---|
| A / Direct project licence | Tonino Lamborghini contracts directly with the project SPV. DoubleR holds the country-development mandate and coordinates delivery under a separate or tripartite agreement. | Confirm whether the brand prefers direct control of project licensing and royalty collection. |
| B / Expressly authorised sublicence | DoubleR grants a project sublicence only within rights expressly granted by the master agreement and after brand approval of the developer, SPV, site and terms. | No automatic or unrestricted sublicensing. Agree step-in, termination, audit and sold-residence protections. |
Select the route with the brand and qualified counsel. Existing Vietnam grants, operator restrictions, trademark permissions and category overlaps must be disclosed before exclusivity is agreed.
03 / ResponsibilitiesClear ownership of the work.
Clear ownership of the work.
Clear limits to the mandate.
The following is a proposed allocation for negotiation, with local execution obligations expressly assigned to the developer and project entity.
Tonino Lamborghini · brand licensor and design authority
| Workstream | Proposed responsibility | Approval / boundary |
|---|---|---|
| Design & architectural oversight | Issue master guidelines for identity, architecture, materials, façades, interiors and sample units. Review concept, schematic design, developed design and mock-ups. | Brand aesthetic approval does not replace architect-of-record duties, engineering certification, permits or building-code compliance. |
| Licensing & intellectual property | Authorise approved uses of the name, marks and lifestyle identity for defined hospitality and residence categories. | Territory, term, project approvals, exclusions, operator compatibility and sublicensing permissions must be written into the agreements. |
| Brand launch & international communications | Agree participation in launches, approved endorsements and coordinated communications through suitable brand channels. | Set deliverables, approval lead times, attendance, budget and permitted claims. Do not assume guaranteed media coverage or endorsement before agreement. |
| Approved interior ecosystem | Define eligible collections, specifications and suppliers for furniture, surfaces, accessories and fit-out packages. | Confirm the correct Casa/Home product rights, supplier entities and availability. Supply and distribution require separate commercial terms. |
| Quality assurance & audits | Review agreed construction milestones and inspect completed mock-ups and operating standards at defined intervals. | Agree access, inspection costs, defect remediation, escalation and remedies. Audits do not transfer construction warranties to the brand. |
DoubleR Capital · investment platform and local coordination
| Workstream | Proposed responsibility | Approval / boundary |
|---|---|---|
| Developer origination & diligence | Source capable Vietnamese developers; assess their land, execution history, financial capacity, project pipeline and governance. | Sun Group, Masterise Homes and Vingroup are illustrative targets for assessment, not selected partners or parties to this proposal. |
| Capital formation & project financing | Target US$50m+ in LP commitments; evaluate project equity co-investment and, where appropriate and lawful, structured or mezzanine financing. | No commitments are confirmed. Each investment remains subject to diligence, investment-committee approval and executed funding documents. |
| Master-framework administration | Coordinate project submissions and administer licences, reporting and royalty remittance where expressly authorised. | Authority to collect fees, grant sublicences or act for the brand must be explicit. Avoid representing DoubleR as an unrestricted agent. |
| Local design & governance bridge | Manage communications, approval submissions, change logs, milestones and reporting between the Italian brand team and the Vietnamese delivery team. | Brand approvals remain with Tonino Lamborghini; engineering and project-management duties remain with the appointed professionals and developer. |
| Interior procurement & import coordination | Evaluate an approved importer/distributor arrangement; coordinate orders, shipping, customs and local delivery for authorised products. | No distribution exclusivity is assumed. Agree licences, compliance responsibilities, working capital, warranties, currency exposure and after-sales service. |
Local developer / project SPV · development and delivery
| Workstream | Proposed responsibility | Approval / boundary |
|---|---|---|
| Land & statutory approvals | Provide or secure lawful project rights; disclose title, tenure, encumbrances and payment obligations; obtain required project and construction approvals. | No partner land bank is assumed available. The exact parcel and lawful transfer, contribution or lease route must pass independent diligence. |
| Design, construction & procurement | Appoint qualified architects, engineers, project managers, quantity surveyors and contractors; fund and deliver an approved programme. | The developer remains accountable under its contracts for compliance, cost, delivery, construction safety and defects. |
| Sales & buyer obligations | Undertake legally eligible sales, buyer disclosures, collection, handover and residential-service arrangements. | Brand marketing cannot substitute for legal sale eligibility. Agree permitted representations, refund obligations, owner rights and ring-fenced project receipts. |
| Hotel & residential operation | Appoint an approved operator and residential manager; budget opening, working capital and long-term maintenance. | Brand licence and operating agreement are separate. The operator is responsible for contracted day-to-day service, staffing and trading. |
04 / Capital and commercial termsCapital follows the project.
Capital follows the project.
Fees follow an agreed basis.
DoubleR is targeting US$50m+ in LP commitments. This fundraising target is separate from the illustrative US$100m development cost used in the model below.
US$50m+
Target LP commitments · not secured capital
| Capital source / use | Proposed treatment | Evidence before commitment |
|---|---|---|
| Developer land / project rights | Cash acquisition, independently valued contribution or another approved structure. | Verified rights, valuation, obligations and contribution/transfer eligibility. |
| DoubleR / LP equity | Project-specific co-investment under an agreed shareholder agreement and distribution waterfall. | Executed commitments, investing entities, investment approval and draw conditions. |
| Senior or structured debt | Assess senior lending first; consider mezzanine only where the project can support its risk and cost. | Lender approval, legal structuring, security, covenants and downside debt service. |
| Residence receipts | Treat as timed project receipts, not unconditional equity or guaranteed profit. | Sale eligibility, contracted absorption, collection timing and permitted use of funds. |
| Budget & funding completion | Reconcile land, works, FF&E, fees, imports, contingency, pre-opening and working capital in a single sources-and-uses schedule. | Cost consultant budget and financial close before an unconditional construction commitment. |
Economics to negotiate · no fee amounts or percentages agreed
| Commercial item | Proposed basis for discussion | Protection against ambiguity |
|---|---|---|
| Master framework / territory fee | A separately agreed amount, timing and treatment of any exclusivity payment. | Define creditability, refund conditions and what rights the payment actually activates. |
| Project licence / technical services | Approved fixed or milestone fees, with specified review and technical-service deliverables. | Avoid overlapping master, project and technical charges for the same deliverable. |
| Residence sales royalty | An agreed percentage of a precisely defined realised sales base. | Specify VAT, discounts, incentives, refunds, cancellations, furnishing bundles, related-party sales, reporting and audit rights. |
| Hotel brand and operator fees | Separate brand charges from the operator’s base, incentive and other contractual fees. | Model the total fee burden in operating cash flow; the property margin must include it. |
| Interior supply / distribution | Approved supplier pricing, importer margin, logistics and warranty allocation. | Separate product margin from brand royalties; disclose related-party procurement and obtain approvals. |
| Taxes, currency & remittance | Agreed invoicing parties, payment currency and compliant cross-border payment process. | Obtain advice on tax, withholding, transfer pricing, foreign exchange and authority to receive and remit funds. |
Financial distributions, preferred returns, security, sponsor fees, debt/equity percentages and guarantees remain to be negotiated. No fee minimum or LP return is promised.
Economics / a decision tool
Beautiful must also
be investable.
Adjust the assumptions to see the operating hurdle. This is transparent arithmetic for discussion, not a feasibility study, valuation or investment forecast.
ILLUSTRATIVE STABILISED HOTEL YEAR
All starting values and scenarios are assumptions. Total development cost includes a hypothetical land and project cost basis; US$100m is not a cost estimate. DoubleR’s US$50m+ investment range is not assumed to be this cost or committed equity.
Cash yield on assumed total cost3.96%
After a 4% revenue reserve · before financing and tax
Occupied room nights17,520
Room revenueUS$10.51m
Total operating revenueUS$15.24m
Operating EBITDAUS$4.57m
FF&E reserve · 4% of revenueUS$0.61m
Illustrative cash before financing & taxUS$3.96m
At this cost basis, the hotel alone produces a modest cash yield. Land discipline, product mix and verified residential economics are central to the decision.
Open the model methodology and exclusions
Rooms revenue = keys × 365 × occupancy × net ADR. Other revenue = rooms revenue × the selected ratio. Operating EBITDA = total revenue × the selected margin. The assumed margin is after normal property operating costs and recurring management/brand fees, whose actual terms are unnegotiated. FF&E reserve = 4% of total revenue. Cash yield = (EBITDA − reserve) ÷ total development cost.
The model excludes opening ramp-up, debt service, corporate income tax, working-capital movements, property-level costs outside the assumed margin, major lifecycle capex above the reserve, sale proceeds and exit value. It does not calculate an equity IRR or guarantee distributions. Sales units are not included in hotel keys unless separately contracted into a rental pool. The net ADR input cannot be compared directly with gross tax-inclusive public hotel quotations.
Price the site backwards
Start with realistic operating cash flow and residential net proceeds. Work back to an affordable land basis, including fees, contingency and the holding period.
Stage the residential release
Validate buyer demand with a small first tranche after legal eligibility and brand approval. Do not fund an inflexible hotel cost base using untested sales assumptions.
Set an investment threshold
Agree target returns, leverage limits and downside liquidity before parcel selection. If the hurdle cannot be met without borrowing a competitor’s room rates, redesign or reject the opportunity.
Illustrative project cash flow / extend the hotel scenario above
When does capital return?
Test how residential proceeds change the investment. This is a proposed mixed-use project calculation, not evidence of a competitor’s yield or an approved DoubleR forecast.
Gross residence proceeds
After 10% selling / brand cost allowance
Cost remaining after net sales proceeds
Stabilised cash / remaining capital
10-year unlevered pre-tax IRR
Undiscounted payback, excluding exit¹
Timing, exit and break-even definitions
Development: combined cost paid 20% in year 0, 40% in year 1 and 40% in year 2. Residence net proceeds received 20% in year 2, 50% in year 3 and 30% in year 4. Sale eligibility, costs and collection timing are assumptions to validate.
Operation: opening in year 3; hotel cash equals 40% of the selected stabilised scenario in year 3, 75% in year 4, then 100%. This simplified cash ramp does not model opening losses; a cost-based operating ramp is required for investment approval.
Exit: year-10 hotel value = stabilised hotel cash after FF&E reserve ÷ 7.5% assumed capitalisation rate, less 2% disposal costs. Net exit value: . Year-10 cash flow includes the sale. No terminal value is assigned to residences already sold.
IRR: annual internal rate of return on the displayed project cash flows. It is unlevered and excludes tax; it is not LP net IRR. Capitalised costs, fees and financing structure must be established separately.
¹Payback: the interpolated point at which cumulative undiscounted cash first becomes non-negative, excluding asset disposal and assuming constant stabilised hotel cash through year 30. This is different from operating break-even, which requires fixed and variable costs, and from a discounted investment return. Actual competitor break-even dates are not verified.
05 / Governance and risk allocationProtect the brand.
Protect the brand.
Make accountability enforceable.
The objective is to allocate and manage risk through contracts, competent counterparties and funding discipline. No structure eliminates every legal, operational or reputational exposure.
| Decision / exposure | Proposed control | Accountable party |
|---|---|---|
| Brand, project and design approvals | Reserved approval rights, submission standards, agreed response periods and change control. | Tonino Lamborghini for brand matters; project professionals for technical compliance. |
| Investment and finance | Investment-committee gates, approved budget, cash controls, independent monitoring and contingency. | DoubleR and the investing parties under the project agreements. |
| Construction and delivery | Performance obligations, insurance, warranties, defects process and documented remedies. | Developer/SPV, contractors and appointed professionals according to their contracts. |
| Commercial reporting | Project reporting, royalty statements, approved sales materials and inspection/audit rights. | SPV supplies records; DoubleR coordinates; brand retains agreed verification rights. |
| Conflicts and procurement | Disclose ownership links, placement fees, procurement margins and related-party terms. | Each party for its disclosures; approvals through agreed governance. |
| Default and continuity | Cure periods, suspension, termination, change of control and step-in mechanisms where enforceable. | Agreed across master and project contracts, with protection for sold residences and operating continuity. |
| Brand liability boundary | No proposed obligation for the brand to contribute project equity, guarantee developer debt or undertake construction or hotel operations. | Document the intended limits. Statutory duties, third-party claims, own acts and reputational risks cannot simply be waived by a presentation. |
Guarantees, indemnities, liability caps, insurance and dispute resolution need negotiated terms and qualified local and cross-border legal review. This page is a commercial discussion framework, not a legal opinion.
06 / Exclusivity and expansionEarn national rights
Earn national rights
through project delivery.
Start with a defined exclusive diligence process. Link continued territory rights to approved projects, executable capital and measurable progress.
| Stage | Proposed milestone | What it should activate |
|---|---|---|
| Initial MoU | Confirm counterparties, scope, existing grants, confidentiality, diligence period and information access. | A defined negotiation process; no automatic approval to market or sell a project. |
| Da Nang project approval | Select the developer and parcel; establish feasibility, operator fit, initial design and financing plan. | A project-specific licence and conditional development commitments. |
| Financial close & mobilisation | Execute capital, site and construction arrangements; satisfy brand and approval conditions. | Authority to proceed under the approved project programme. |
| Delivery & operation | Monitor construction, lawful sales, opening, quality and reporting against agreed milestones. | Continued project rights, subject to performance and agreed remedies. |
| Vietnam expansion | Consider HCMC urban residences, Phu Quoc resort villas and later Hanoi opportunities when project capacity and capital support them. | Further projects approved individually; renew or extend territory rights against performance. |
Term, exclusivity period, minimum project commitments, cure periods and opening dates are not agreed. Future-city entries are a strategy, not secured sites.
07 / The next discussionAgree the route.
Agree the route.
Then substantiate the first project.
The next meeting should resolve the commercial architecture before the parties negotiate financial commitments.
- Rights and counterparties. Confirm Vietnam availability, existing grants, product categories and the entities authorised to license the brand and interior collections.
- Direct licence or sublicence. Choose a contracting route and define DoubleR’s authority and limitations.
- Developer and land brief. Approve selection criteria and a Da Nang origination mandate; invite qualified developers to provide evidence.
- Commercial principles. Agree the fee categories, royalty base, capital expectations, governance and conditions for exclusivity.
- MoU and workplan. Record proposed terms, responsibilities, diligence deliverables and the process for definitive contracts.
SPONSOR CREDENTIALS · TO BE COMPLETED
[Founding partner names, prior developments, investment roles and verified outcomes.]
DOUBLER CAPITAL / NEXT STEPS
Build the framework.
Then build the flagship.
Discuss the proposed Vietnam mandate, developer selection and project capital requirements with DoubleR Capital.
hi@vietho.meMANUAL REVIEW · TERMS SUBJECT TO AGREEMENT