A sales-and-conversion partnership that retires the Yamakei brand, repositions all twelve units under HOTELA, and clears stuck inventory at a meaningful uplift — with zero acquisition capital deployed by HOTELA.
Shuh Lan — thank you for opening this conversation. You know the building better than anyone outside it, and you know what the past five years have looked like for the owners who bought in good faith.
This proposal is the structure I would put my own name on if I were on your side of the table. The current owners recover their full baseline price in cash first. Every yen of upside HOTELA creates above that baseline splits fifty-fifty. The only thing the building has to commit before HOTELA goes to work is the marketing advance — and that comes back out of the first closings.
What follows is the full mechanic, the worked example, the building-level math, and the conditions HOTELA needs in order to underwrite the conversion. Read it once. Push back where it deserves pushback. Then let's get the NDA signed and start working.
Yamakei Residences has the bones of a luxury Niseko property — Lower Hirafu location, onsen in every unit, 178 to 354 sqm floor plates, penthouses with rooftop terraces and Yotei views. What it has not had, in five years on market, is a sales platform capable of clearing the building or a brand capable of holding pricing.
This is not a marketing problem solvable with a new brochure. It is a structural problem: the building has no operating story, no global recognition, no installed sales infrastructure, and no liquidity for the owners who already bought in. Five years of evidence makes the diagnosis unambiguous.
A full conversion — brand, operating model, legal structure, sales channel, ownership form — onto the same platform running three minutes away at HOTELA Niseko Towers. Yamakei retires. HOTELA repositions and sells.
Every current owner — the developer for the six unsold units, each individual purchaser for the six sold — recovers their full original price floor in cash, then shares 50/50 in every yen of conversion uplift HOTELA generates above it. The same waterfall governs all twelve units. The structure is designed so the current owners win first; HOTELA earns only on the premium HOTELA actually delivers.
The waterfall is simple: selling price → 15% campaign → 7.5% upgrades → your baseline back → 50/50 on the remainder. The next section walks one unit through the math, end to end.
After five years on offer, that price has not cleared. Under the HOTELA partnership, the unit is repositioned, branded, and listed at HOTELA's projected market clearing price for a 178 sqm Lower Hirafu residence with HOTELA service standards, curated furnishings, and full hotel operations.
The HOTELA selling price runs through the standard waterfall: 15% to the marketing campaign, 7.5% to upgrades and amenities, the original baseline back to the current owner, and the remainder split 50/50.
Every other unit in the building runs through the same formula with its own baseline. Penthouses produce larger absolute uplifts; A-units smaller. The structure scales identically across all twelve.
There is no scenario in this structure where you finish worse than you started. Three reasons.
Recovered from the 15% marketing deduction on early closings. Your advance is what accelerates sales — not sunk cost, not capital at risk.
Title only transfers to HOTELA Niseko GK once 51% of a unit is sold — and by that point your full floor price has already been returned to you in cash.
¥300M activates the campaign that drives HOTELA pricing across every unit. Recovered from the 15% deduction on early closings — then 50/50 to you on the uplift HOTELA generates on every unit that follows.
Your share of every sale is structured as an assigned receivable — paid into an account you and your husband control directly, the moment buyers pay. Not held in HOTELA's books, not waiting on a distribution cycle.
All twelve units side by side. Owner List is the price floor each owner gets back in cash. Owner New List is what each owner ends up with — floor plus their half of the conversion uplift HOTELA generates above it. The Gain column is the additional money HOTELA's repositioning puts in each owner's pocket beyond their original list price.
| ✓ | Unit | Type | Owner List | Owner New List | Owner Gain | Entitlement |
|---|---|---|---|---|---|---|
| YG | 3BR · onsen | ¥328,000,000 | ¥577,850,000 | ¥249,850,000 | 7.4% | |
| C11 | 3BR · tatami · onsen | ¥338,000,000 | ¥608,425,000 | ¥270,425,000 | 7.9% | |
| C12 | 3BR · tatami · onsen | ¥333,000,000 | ¥596,625,000 | ¥263,625,000 | 7.7% | |
| C21 | 2BR · tatami · onsen | ¥303,000,000 | ¥563,025,000 | ¥260,025,000 | 7.4% | |
| C22 | 2BR · tatami · onsen | ¥298,000,000 | ¥548,900,000 | ¥250,900,000 | 7.2% | |
| A1 | 2BR · onsen | ¥203,000,000 | ¥357,250,000 | ¥154,250,000 | 4.6% | |
| A2 | 2BR · onsen | ¥167,000,000 | ¥339,250,000 | ¥172,250,000 | 4.6% | |
| A3 | 2BR · onsen | ¥213,000,000 | ¥362,250,000 | ¥149,250,000 | 4.6% | |
| Y1 | 3BR · onsen | ¥328,000,000 | ¥577,850,000 | ¥249,850,000 | 7.4% | |
| YPH | Penthouse · 4BR · sauna | ¥785,000,000 | ¥1,215,550,000 | ¥430,550,000 | 14.7% | |
| ACPH | Penthouse · indoor-outdoor onsen · roof deck | ¥655,000,000 | ¥1,071,500,000 | ¥416,500,000 | 13.3% | |
| YCPH | Penthouse · indoor-outdoor onsen · roof deck | ¥795,000,000 | ¥1,136,850,000 | ¥341,850,000 | 13.2% | |
| Selected units total — 12 of 12 | ¥4,746,000,000 | ¥7,955,325,000 | ¥3,209,325,000 | 100.0% | ||
All numbers in Japanese yen, exclusive of consumption tax. Owner List values reflect each unit's original 2021 price floor — for the six already-sold units, the actual baseline is each owner's specific contract price (confirmed at NDA). Final per-unit pricing set at launch.
For any unit you'd rather not sell, keep it. It stays under your title, off the sales waterfall entirely. If you'd like the HOTELA service standard for a unit you keep, you simply join HOTELA as an owner — same agreement as any other HOTELA buyer, same access to amenities, same operating fee. Your call, unit by unit.
If market conditions support it, HOTELA may increase selling prices above the modeled estimates. The waterfall is unchanged — your floor stays the same, your 50% share gets bigger. Higher prices flow through proportionally to your gain, never against it.
No complicated structures. Each step in one line.
A standard sales-and-purchase agreement is signed and notarized for each unit. Three parties on the contract: you (the current owner), HOTELA Cities KK, and HOTELA Niseko GK — the special-purpose company HOTELA forms to hold the building on behalf of new fractional owners.
Paid on signing. Recovered to you out of the 15% marketing deduction on early closings. The advance is what accelerates sales — not capital at risk.
Each unit is sold in fractional shares to new HOTELA owners. One share equals one day of usage per year. New buyers sign HOTELA's standard owner agreement — the same document HOTELA owners sign at the flagship today.
Once HOTELA has signed sales contracts representing 51% or more of any one unit's total shares, that unit's title transfers from your name into HOTELA Niseko GK. By that point, your full floor price has already been returned to you in cash, plus a portion of your upside. You retain full title until then — and your 50% share on the remaining 49% of sales continues to flow to you under the same waterfall after the transfer. The earlier transfer means new buyers stop waiting in pending status, which accelerates the back half of the sales push.
Each fractional sale settles in this order: first 15% to the marketing reserve (which repays your ¥300M advance), then 7.5% to the amenity reserve, then your floor returned in cash, then the remainder split 50/50. Your share is structured as an assigned receivable — when buyers pay, your portion routes to an account you and your husband control directly, never sitting in HOTELA's books first. The amenity reserve is a cap, not a spend mandate; whatever HOTELA does not spend by the end of the sales period flows back into the 50/50 upside pile, growing your gain.
If demand supports it, HOTELA may increase selling prices above the modeled estimates. The waterfall doesn't change. Your floor stays. Your 50% share grows.
A portion of buyers prefer to pay in installments rather than full cash up front. HOTELA arranges this directly — removing a buying barrier and accelerating clearance.
If the other six existing owners agree to the same partnership at the same time, you receive a 20% override on their proceeds for bringing them in. If we acquire their units later separately, no override applies. Optional, not required.
On signing, HOTELA assumes property management of the entire Yamakei building under the same contractual terms and fee structure as the existing PM company. Existing owners' monthly expense does not change. The legacy operator is released. HOTELA delivers PM at HOTELA service standard while charging the legacy fee — until each unit converts to the Nin'i Kumiai operating structure.
This is not speculation. The HOTELA sales engine is operating today at the flagship — and the same machine is ready to absorb the Yamakei building from day one of conversion.
Direct-response digital and television funnels generating qualified inbound daily. By the time the Yamakei campaign launches, the lead pool is already deep.
People who know the product cold. Not third-party brokers chasing commission across half a dozen unrelated properties.
The HOTELA sales platform converts in English, Japanese, Mandarin, Korean, Spanish, French, Italian, German, Arabic, Thai, Portuguese, Indonesian, and Dutch.
Direct-response digital, television, global broker network in Hong Kong, Singapore, Taiwan, the US, and Europe — plus an influencer and celebrity activation pipeline ready at launch.
No waiting for thresholds. No deferred occupancy. The closing experience is itself a stay — buyers walk out of the contract signing and into their residence the same day. That compresses the buyer's decision cycle dramatically and turns every closing into a testimonial waiting to happen.
"Having stayed at the Park Hyatt and Setsu in Niseko, I can confidently say that HOTELA operates on an entirely different level."
The value HOTELA creates depends entirely on a clean, single-operator, single-brand outcome. A "Yamakei-flavored" HOTELA building is worth less than either alternative. The conditions below are gating items, not negotiation surface.
yamakei-niseko.com transferred to HOTELA, or forwarded to hotelaniseko.com at the principals' option. 301 redirect either way. No archive. No "formerly Yamakei" page anywhere.
Signage, business cards, marketing collateral, social accounts, MLS listings, agent listings — all removed.
No internal or external reference to historical Yamakei pricing in any sales context. Pricing reset to HOTELA pricing.
Once signed, Yamakei principals do not market, list, or accept inquiries on Yamakei units outside the HOTELA platform.
Funds the HOTELA-run marketing campaign before first close. Recovered out of the 15% sales/marketing deduction on early sales.
Existing owners receive sales-partnership terms. Decisions in 60 days. Owners who decline remain on a 区分所有 deed island — workable but suboptimal.
One operator (HOTELA), one HOA reset, one set of house rules, one staff team. No legacy management running in parallel.
On the same contractual terms as the existing PM, until each unit converts to Nin'i Kumiai operating structure. Existing PM released.
Why is HOTELA the right counterparty rather than a different operator, a different agency, or another five years of trying alone?
HOTELA Niseko's flagship sells in 13 languages, has a global concierge referral pipeline, and produces resale liquidity at a 3% transaction fee. None of that is buildable inside Yamakei in any reasonable timeframe.
Staff, kitchen, concierge, IT, sales infrastructure — already running. Building Two leverages it from day one. No other operator in Niseko can absorb a 12-unit building this fast.
HOTELA's Nin'i Kumiai operates today, with full compliance review. Conversion pathways for existing 区分所有 owners are mapped, including tax and liquidity implications of each path.
HOTELA earns only on conversion uplift HOTELA actually generates. Yamakei's ¥300M advance is recovered out of early sales. Both parties earn together or neither does. No flip, no hand-off, no asymmetry.
Five more years of stuck inventory, declining building condition, owner frustration, brand drift, and zero comparable resale data. The cost of doing nothing is the most expensive option on the table.
NDA to first closings inside seven to ten months. Term sheet, owner alignment, conversion build, and marketing all run in parallel. No comparable operator in Niseko can take a 12-unit building from stagnation to active sales on this timeline.
Indicative phasing, executed in parallel where possible. Full building clearance estimated at 18 months from launch.
Six confident definitions so legal review starts from a shared frame.
The Yamakei brand is fully retired and HOTELA takes full operational and branding control of the building. Yamakei principals exit branded operations and participate as 50/50 upside partners on the value HOTELA generates.
HOTELA acquires the brand position, the operating control, and the sales channel — and sells under HOTELA, on its own platform, with its own dedicated team.
A new legal structure, a new ownership form (Nin'i Kumiai), a new HOA, a new operating model — engineered for resale velocity rather than absentee ownership.
HOTELA's estimated pricing reflects projected market clearing. Final prices are set at launch on real demand, indexed to market conditions, and produced by the HOTELA sales platform itself.
Each current owner retains title to their unit, recovers their full baseline price in cash at unit close, and shares 50/50 in the uplift HOTELA generates above that baseline.
Owners' baselines are restored first. The 50/50 split triggers solely on the value HOTELA generates above the baseline — HOTELA earns nothing without delivering it.
Every party in this structure ends materially better than the path they are on today. The six definitions above are how that outcome is protected.
Real questions, real answers — and where a question opens up a structural choice, both options are described.
The remaining units are not being offered at these earlier base prices from 5 years ago. For example, the penthouses are currently listed in the range of JPY 1.0–1.2 billion.
Understood, and the proposal absorbs this without restructuring. The HOTELA estimated selling prices in Section 06 are derived from a single per-square-meter target — they don't depend on the 2021 list. Those 2021 figures appear in the proposal as placeholder owner-list values for the worked-example math only.
Each unit's actual baseline depends on which structure we land on (see Q2):
One market reality worth flagging directly: rising construction costs don't translate to pricing power in Niseko. A meaningful pipeline of new luxury inventory is coming online over the next 24–36 months — that's the comp set the market actually transacts against, regardless of any single property's cost basis. Yamakei ran a five-year experiment at lower prices than current asking, and the inventory hasn't cleared. Layering cost-inflation justification on top of a ¥1.0–1.2B ask, into a wave of fresh competing supply, is structurally hard for the market to absorb.
Whichever structure we land on, the per-unit numbers have to be defensible against the comps the market actually faces — not against the prices a single property would prefer.
Is the expectation that this would be funded upfront by us? If so, that would not be something we are able to support.
Noted, and that's solvable. The ¥300M advance was the cleanest version of the original structure (recoverable working capital, your floor in cash, then 50/50 on uplift). If that's not supportable, here is Option B as an alternative.
What Yamakei gets in Option B: certainty. A fixed number per unit, no exposure to whether HOTELA hits projected pricing, smaller working-capital commitment.
What Yamakei gives up in Option B: the 50/50 share of conversion uplift.
Both structures clear the building. Option A maximizes Yamakei's outcome if HOTELA overperforms. Option B maximizes Yamakei's certainty regardless of how HOTELA performs. Worth a 30-minute call to walk the trade-offs and pick a path.
How is this positioned to a buyer deciding between renting vs owning?
HOTELA owners don't decide on ROI. They decide on experience.
The buyer in our pipeline isn't running a break-even spreadsheet against nightly rates. They're someone who wants a place in Niseko that's theirs — set up the way they like, staffed by people who know them by name, ready when they arrive without negotiation or surge pricing. The fact that ownership also produces income when they're away is a byproduct of the platform, not the reason anyone signs.
Pricing per share (one share = one day per year, in perpetuity) is the legal mechanic — it's how ownership is made accessible at day-level granularity rather than requiring a full-unit purchase. The decision frame for the actual buyer is:
The income story is real (in years an owner doesn't visit, the operating program rents their days at HOTELA pricing and 90% of net revenue flows back to them) — but real-estate yield is not how owners come to the decision, and it's not how HOTELA sells.
This is what separates HOTELA from a fractional real-estate product. Renting is paying for a stay. Ownership is having a place.
How does the 320-day allocation per unit translate across different unit types and seasonal demand?
Each residence is offered as 320 ownership shares per year. The remaining ~45 days are HOTELA-reserved for maintenance, staff occupancy, and deep cleans — operationally no residence is 100% bookable in any model.
Are penthouses being priced on a similar per sqm basis?
The methodology is uniform — a per-sqm target across all twelve units — but penthouses carry a modest lift above that baseline. The lift is market-dependent (not a fixed multiple), reflecting rooftop terrace access, 4-bedroom layouts, indoor-outdoor onsens, sauna, and the unique upper-floor views.
In the worked example in Section 06, penthouses are modeled at the same psm as standard units — the conservative case. At launch, market conditions determine whether the penthouse line settles exactly on the baseline or slightly above. The internal psm itself is a model input, not a market claim, which is why it isn't published on the proposal page.
Given the limited number of peak season days, how is the commitment of ~2 weeks per buyer (based on 320/14 days = ~22 owners) structured and managed?
Peak season is handled by the HOTELA "1-in-3 rule":
Up to one-third of your owned days are guaranteed available during peak season — every owner, every year, without exception.
Peak season at HOTELA Niseko Towers is currently the New Year + powder period (roughly December 20 – February 28) plus Golden Week — published in the Association calendar each year.
The rule replaces lotteries, queues, and first-come-first-served. Every owner gets their proportional peak guarantee by right of ownership. The 320-share-per-residence cap, set against ~50 actual peak days, means the system has structural room to honor every guarantee without conflict.
Outside peak season, owners place their remaining days through a rolling-release booking system (12 months, 6 months, 3 months ahead). The platform is already running at the existing flagship through two ski seasons. The Yamakei conversion inherits the same playbook on day one.
Yamakei appears to have a deeper operating base and track record relative to Hotela, and the overall risk allocation in the current proposal would need further consideration on our end.
Worth correcting the premise here. The HOTELA team has substantially deeper Niseko operating experience than this comparison suggests.
Yamakei's operating base is real. The missing layer — sales clearance — is what's left 6 of 12 units unsold for five years. That's the variable a HOTELA conversion fixes.
On risk allocation — under Option A, the structure keeps the smallest practical risk on each side: Yamakei's exposure is the recoverable advance plus optionality cost; HOTELA's exposure is the entire conversion-uplift performance. Under Option B (Q2), risk simplifies further: Yamakei takes a fixed price with zero exposure to HOTELA's selling-price performance; HOTELA carries all sales-price risk and captures all upside above the fixed price.
If specific risks weren't addressed by either structure, name them and we'll model them — that's what the term sheet phase is for.
Every party in this structure ends materially better than the path they are on today. The 60-day owner window is designed to make the alignment decision quickly. HOTELA is ready to move.