Hospitality investment: making your joint venture with an international operator a success

Have you been approached by an international operator looking to set up a joint venture (JV)? This can be a valuable opportunity to grow your investment, provided that the JV is structured properly and your interests are well protected.

Have you noticed how many JV projects are being discussed in the hotel sector at the moment? To help ensure a successful partnership, here are our key recommendations.

1. Clear common goals:

   Strategic alignment: from the outset, agree on a common vision for the hotel to be developed, the target markets and the investment timeline. This will help ensure that the joint venture is coherent and effective.

   Detailed term sheet or MOU: prepare comprehensive documents including confidentiality and exclusivity clauses. This is particularly important, as it helps build trust and addresses potential cultural and language differences between the JV partners.

   Development plan: prepare a detailed roadmap covering the location, size and business plan for the initial hotel, as well as the expected construction or refurbishment costs, in line with the operator’s brand standards.

2. Partnership agreement and establishment of the joint venture - the cornerstones of your JV:

   Allocation of tasks in the partnership agreement: clearly define each party’s role (financing, management, know-how, business development). A clear division of responsibilities helps streamline negotiations with an experienced international operator and improves efficiency.

   Establishment of the joint venture: create a dedicated legal entity to operate the JV, while optimising tax treatment for both parties, based on their respective contributions, services and profit-sharing arrangements. In France, the SAS is a practical option and often the most suitable legal vehicle.

3. Financing and investment:

   Capital contributions: define in the agreement the nature of the contributions (equity, etc.) and the allocation of shares, to maintain a balanced set of rights and obligations.

   Financing strategy: preserve a healthy debt-to-equity ratio by exploring debt financing options, while including an owner’s priority clause to protect investors’ interests.

4. Managing the JV’s operations:

   Hotel management agreement: negotiate a detailed agreement between the JV and the operator, setting out responsibilities, fees and performance guarantees to protect the interests of the JV and its partners.

   Our advice for a successful JV? Build a robust exit plan from the outset.

   Duration: consider how long the JV should remain in place while the hotel operator remains a partner. This may be for a fixed term or linked to the achievement of specific initial objectives.

   Technical assistance and hotel brand: leverage the expertise and strengths of your hotel partner to implement international standards and enhance the value of your hotel.

5. JV governance and decision making:

   Board of directors/ management committee: establish balanced governance bodies with qualified representatives from each partner.

   Strategic decisions: identify the key decisions (e.g. major changes to the business, significant investments) that require mutual approval.

   Final tips:

   Transparent communication: promote open and transparent communication between the partners to address issues quickly. This can be supported by an expert appointed under the JV agreement and by a proactive approach to investment opportunities.

   Exit strategy and taxation: define from the outset the conditions for unilateral and joint exits in the event of a sale, together with their tax implications.

   Dispute resolution: include an arbitration clause in the term sheet, specifying the applicable law and a language both parties are comfortable with, to ensure disputes can be resolved smoothly.

Best of luck with your negotiations!