Senator Jim Justice and his family announced the completion of a new, $500 million joint venture with the New York financial firm Kennedy Lewis Investment Management and put to rest, at least for now, a long saga of debt related to the hotel.
The Justice family, led by the two-term governor and current U.S. senator, will also be in a new position of sharing authority for the historic resort, with a Kennedy Lewis representative as chairman of a newly constituted board of directors.
Gov. Patrick Morrisey, a Republican political rival to Justice, highlighted on social media the change of control at the historic West Virginia resort.
“West Virginia’s iconic Greenbrier Hotel is now under the majority ownership and controlling interest of Kennedy Lewis, a New York-based private credit and opportunistic asset firm. With Kennedy Lewis now officially controlling the resort, I welcome them to West Virginia.”
The governor continued, “I’m hopeful that Kennedy Lewis and the entire Greenbrier team will help restore the beauty of the resort to its former glory.”
In their announcement, the Justices said the partnership is “designed to enhance the long-term vision for The Greenbrier and provide the capital and expertise to strengthen and preserve America’s Resort for its guests, both long-standing and new.”
Greenbrier representatives say the transaction provides the hotel with a robust financial foundation and underpins long-term investment in the resort, its facilities and the guest experience.
The Greenbrier will remain open and fully operational throughout the transition. Existing reservations, meetings, conferences, weddings and other scheduled events will continue as planned.
“Today marks an exciting new chapter for The Greenbrier and an important moment for everyone who loves this resort,” said Jill Justice, the senator’s daughter who has been president of The Greenbrier.
“This property is so much more than a resort. It is part of the history of West Virginia, an economic anchor for this community and a place where generations of families have celebrated the most important moments of their lives. Our collaboration provides the financial strength, expertise and long-term investment needed to protect everything that makes The Greenbrier special.”
The iconic, 710-room Greenbrier in White Sulphur Springs features a private casino, four golf courses and a spa. Justice and his family bought the historic resort out of bankruptcy in 2009. It’s been at the center of Justice’s public persona.
“For nearly two decades, our family has put our own money, our hearts and our lives into The Greenbrier and into West Virginia. We invested here, created jobs here, took risks here and fought like crazy to keep this treasure alive when it would have been a whole lot easier to walk away. I’m incredibly proud of that record, and nobody can ever take it away,” Justice said today.
“Our new partners bring tremendous experience and fresh ideas, while Jill and our family bring deep West Virginia roots and an understanding of the traditions and people that make this place so special. That is a powerful combination.”
It became clear in recent weeks that the Justices prepared to share responsibility for the property as details dropped like breadcrumbs across a series of publicly available documents.
Today’s announcement makes that official.
“The Greenbrier is a truly unique American institution, with a remarkable history, dedicated employees and a special connection to West Virginia and its guests,” said David Chene, managing partner for Kennedy Lewis Investment Management.
He continued by saying the joint venture means “we have built a powerful platform to invest in the property’s long-term future, and reinforce its standing among the premier destination resorts in the world.”
Who’s in the deal
Kennedy Lewis, a New York-based private credit and alternative asset firm, focuses on companies facing cyclical, secular or regulatory disruptions. Kennedy Lewis regularly enters into joint ventures, strategic partnerships and co-investment initiatives.
A letter released by West Virginia Lottery this week indicated “the Kennedy Lewis Partnership will acquire 51 percent control of the Greenbrier, a significant change in ownership and control.”
That same letter made reference to a five-member board with James C. Justice III, usually known as Jay, occupying one of the seats. A response letter from Steve Ruby, a lawyer working for the Justices, makes reference to a second Justice manager position left vacant at closing.
Yet another letter from Lottery to Ruby reiterated that draft documents lay out that Greenbrier Hotel Corporation, which holds a casino license with the state, will be placed under a new parent company with a five-person board of managers and a new majority.
“Three of the board members, constituting a majority vote, are new key persons for the casino; and that new majority interest changes the ownership and control of the Greenbrier and the casino licensee. The approval of those new key members remains pending and cannot be completed without a properly noticed meeting and vote of the Commission.”
In that letter, acting Lottery Director David Bradley made reference to a section of state code specifying that a “proposed new director, partner, officer, or keyperson… shall not perform any duties or exercise any powers of the position related to the” casino “until he or she has been determined to be qualified or otherwise authorized by the Commission.”
The announcement of the financial transaction today specified that Kennedy Lewis has appointed Lloyd Nathan as chairman of The Greenbrier’s board of directors.
Nathan was described as bringing decades of experience across hospitality, gaming, real estate, investment and large-scale development, including nearly a decade with MGM Resorts International.
“The Greenbrier is one of the truly irreplaceable destination resorts in the United States,” Nathan said in the announcement.
“Very few properties can match its history, natural beauty, scale, amenities and emotional connection with generations of guests. Our intent is not to change what makes The Greenbrier special but to invest in its future, enhance what makes it exceptional and ensure America’s Resort continues to thrive for generations to come.”
The casino in question
The Greenbrier’s announcement today specified that “casino operations will continue without interruption.”
Earlier this week, lawyers for The Greenbrier said they might need to close the resort’s casino because Lottery had not concluded a review of the financial deal.
By Thursday evening, that position seemed to cool as representatives of The Greenbrier said they would welcome flexibility about keeping the casino open during the half-billion financial transaction.
The West Virginia Lottery Commission doesn’t have a regular meeting scheduled until August 26.
Earlier today, the latest letter from Lottery to Ruby strongly suggested that the casino could continue to operate on an interim basis if a plan is in place to wall off the holding company’s authority until the Lottery Commission meets.
“You will be in compliance with the law so long as the unapproved board members of the holding company exert no authority over the operations of the casino. And, as a result, the casino can continue to operate prior to the final vote of the Commission,” Bradley wrote.
He continued, “I do not believe that closing the casino is necessary if you take the proper steps to insulate the new board members from the casino operations until they are approved.”
West Virginia’s Democratic Party today said the uncertainty surrounding the casino and the jobs and benefits for about 90 workers has been the result of financial mismanagement.
“For years, Jim Justice has operated his businesses as if paying his bills and paying his taxes were optional, and now 90 working West Virginians and their families are being asked to pay the price,” said Mike Pushkin, chairman of the West Virginia Democratic Party.
“These employees went to work, did their jobs, and helped make The Greenbrier one of West Virginia’s most recognizable institutions. They shouldn’t become collateral damage because the Justice family’s financial house is in chaos.”
What we know about the new structure
According to documents outlining the financial scenarios, the transaction involves an internal reorganization where the Justice family and Justice Family Group will create a new holding company and a wholly-owned subsidiary called “Greenbrier TopCo” and referred to in the filings as “Borrower” to hold 100% of the equity interests in the Greenbrier Resort assets.
Immediately before the initial closing, the Justice Family Group was to contribute 100% of the equity interests in the Greenbrier Resort assets, adjacent development projects and land and timber farms to the newly-created Greenbrier TopCo.
The loan is to be secured on a first-lien basis by a pledge of the equity of the Borrower and its wholly-owned subsidiaries, as well as by all Greenbrier Assets. Additionally, the loan will be personally guaranteed by certain members of the Justice family and all other loan parties and subsidiaries.
The deal includes a negotiated governance structure with specific distribution restrictions, waterfall provisions, meaning funds are allocated sequentially in “tiers,” plus “governance and control rights” that define how economics and control are shared between the Justices and Kennedy Lewis Investment Management.
The specific details of the distribution restrictions and waterfall provisions are redacted from the public version of a term sheet introduced in a federal court case because they are considered “highly sensitive financial and business information and trade secrets.”
Some of those moves have started becoming apparent in public filings.
A revised deed filed late last month in Greenbrier County shows that the former “Greenbrier Hotel Corporation” has been changed to “Greenbrier Hotel, LLC.”
The limited liability company’s manager is listed as “The Greenbrier Resort and Club Management LLC,” with representatives of the Justice family as officers.
Changes to The Greenbrier’s corporate structure have been filed with the West Virginia Secretary of State’s business and licensing division.
How we got here
The Justices had been in financial conflict for years with their longtime banker, Carter Bank & Trust of Martinsville, Va.
Earlier this year, Carter Bank & Trust sold roughly $289 million in outstanding loans tied The Greenbrier resort to White Sulphur Springs Holdings, an affiliate of Omni Hotels & Resorts parent company TRT Holdings.
That triggered a new round of bitter state and federal legal battles over control and finances of the historic West Virginia property.
White Sulphur Springs Holdings sought a federal receivership to take over the resort, accusing the Justice family of defaulting and diverting revenues.
The Justices have maintained a financial deal with Kennedy Lewis valued at $500 million would be enough to pay down the debt to White Sulphur Springs Holdings and other creditors with enough left over to invest in hotel upkeep.
U.S. District Judge Frank Volk agreed to pause the case for much of the summer while the Justices worked toward the financial deal with White Sulphur Springs Holdings.
Hearings were scheduled to begin in September.
White Sulphur Springs Holdings today entered a filing for the federal lawsuit to be dismissed with prejudice, meaning it’s permanently ended.
Other financial issues remain
Other big debts will remain after this conflict falls by the wayside.
Companies that have been battling Justice family coal companies in a separate federal court venue for more than a decade wanted into the court case focused on control of The Greenbrier.
New London Tobacco Market and Fivemile Energy had been asking to intervene in The Greenbrier case — not aiming to snag the historic hotel, but instead contending that entering a court case would be necessary to protect their debts.
The two companies have been fighting the Justice family’s coal operations in a federal court case in Kentucky that started in 2012 over a mineral rights leasing dispute. The court entered a judgment of nearly $35 million against the Justice companies in 2024, but they haven’t been able to collect.
Now they’ll likely have to find another avenue to assert their claim.
In another conflict, First Guaranty Bank sued the Greenbrier Hotel Corp. for defaulting on a $35 million pandemic-relief loan. The debt has since grown past $47 million, accumulating daily interest and late charges.
And this month, The West Virginia Department of Environmental Protection sued Bluestone Coal Corporation to recover nearly $3 million in total unpaid and delinquent environmental penalties.
In his latest letter, acting Lottery Director Bradley said he is “deeply disappointed” that The Greenbrier’s half-billion dollar deal with Kennedy Lewis would not resolve debts related to the Department of Environmental Protection.
“The same people that currently own the Greenbrier allegedly owe millions of dollars of mining-related fines to the State of West Virginia, and these fines have apparently been left unpaid for years,” Bradley wrote. “Your client should make greater efforts to make the citizens of West Virginia whole in this deal.”