Joint venture for Roosevelt Hotel proposed

Financial adviser of the Roosevelt Hotel in New York has recommended that Pakistan develop the prime property under a joint venture to maximise the gains instead of an outright sale, pouring cold water on the government's desire to sell the asset through a negotiated deal.

Pakistan hired Jonse Lang LaSalle Americas as financial adviser for a total cost of Rs2.2 billion. According to its Transaction Structure report, Pakistan will not have to pay any additional money for the joint venture purposes and its contribution will be in the shape of the value of the land of the hotel.

"Based on pre-marketing, due diligence and analysis of the options, the joint venture structure nets the highest value to the government of Pakistan", the financial adviser has recommended in the Roosevelt Hotel Transaction Structure report.

The report details the pros and cons of the three options – outright sale, joint venture deal and the 99-year lease. The government told the Privatisation Commission (PC) board last week that the report gave the least preference to the outright sale and put its weight behind the joint-venture deal.

"The financial adviser, based on the analysis presented in the transaction structure report and its experience of the New York real estate market, has recommended joint venture as the most suitable transaction structure for maximising the expected proceeds", the PC board was informed.

The information emerged a day before the PC board is scheduled to take up the transaction structure for a second time this week. The board meets on Wednesday (today) amid the government's desire to sell the most sought-after property in the heart of New York under a government-to-government deal.

In the last board meeting, Privatisation Minister Abdul Aleem Khan, also the chairman of the PC board, as well as another official hinted at selling the hotel under a negotiated government-to-government deal, sources said.

In case of the negotiated deal with any Gulf country, according to the sources, the government would not be required to give advertisement in the press and it might not enter into a joint venture.

After the last meeting, the privatisation ministry issued a press statement, saying that the board recommended for giving the hotel under a joint venture deal. However, a day later, the ministry withdrew its statement and said that the board did not take any decision.

"The PC board did not take any decision on the presentation made by the financial adviser on the Roosevelt Hotel," the ministry had said, adding that the board held in-depth discussion on the proposed options and directed to carry out additional analysis and submit to the board in its next meeting.

The finance adviser has presented three options: 100% sale of the Roosevelt Hotel land, joint venture with prospective development partner for future development of multi-storey mixed use skyscraper or giving the hotel at 99-year ground lease with identified developer and investor for future development of mixed use skyscraper.

In December 2022, the then Pakistan Democratic Movement (PDM)-led coalition government had decided to initiate the process for the appointment of the financial adviser for giving Roosevelt Hotel on lease under a joint venture deal.

The financial adviser stated that the joint venture agreement could be structured in a way to allow the government to exit at any stage after the zoning of land use approvals are in place. The government would contribute to the land and the development partner will contribute all remaining costs, including payments to the government and assuming all the risks of the development, according to the proposals.

The financial adviser has carried out a comprehensive analysis of expected pre- and post-net present values based on notional value under each transaction structure option.

Option 1 – 100% sale

Under scenario 1, which is not recommended by the adviser, the land valuation will be determined now assuming the full land potential but the transaction will be closed in 2027. The buyer will deposit the initial price and will give the remaining amount in 2027 after securing approvals for the high-rise building. "This option has the lowest risk with lowest net proceeds to the government of Pakistan", says the report.

Joint Venture

The financial adviser said that under the joint venture scenario, the government would contribute 100% of the land value to the joint venture partner and the land value will be determined on the basis of full land potential, including the 32-storey building. Both parties will sign the contribution agreement immediately but the joint venture agreement will be signed in 2027.

The development partner will make two initial deposits in this fiscal year and then in 2027 and the balance sale price will be paid in 2033. "This option has the highest risk with the highest net proceeds to Pakistan," said the adviser.

99-year lease deal

Under this model, the land value will be determined now by assuming the full potential of the property. In this scenario, Pakistan will sign the contribution agreement and the ground lease agreement in 2027. Pakistan will get fixed payments over the period of next 99 years. The government will retain the ownership of the land and the time to achieve the sale proceeds is the highest.

"The [lease] option has a medium risk with fairly high net proceeds to the government of Pakistan, higher than outright sale but lower than joint venture option", the report states.

In order to maximise the gains, there will be a need for a strong development partner for planning and design, negotiations with the unions and the LandMark Commission, zoning approvals related to additional air rights, negotiations and acquisitions, according to the adviser.

The financial adviser has recommended the selection of a strong development partner, having a strong balance sheet, strong market reputation and experience in managing complex zoning permissions.

The report further showed that on the net cash flow basis, the outright sale will be the worst option and the joint venture deal will be the best option. Likewise, the ability to retain the most pricy piece of land is beneficial only in case of the joint venture and the worst in case of outright sale.

The outright sale is best only in case of immediately materialising the sale that is less risky but it will have long term losses.

On the index of net present value, the outright sale will get the minimum benefits compared to the joint venture that will have far higher benefits. The 99-year less will be better than the outright sale but worse when compared with the joint venture option.