Buy Side M&A
Franchise investors often face a variety of strategic business decisions.
We’ve seen it all.
We’ve conducted transactions all over the world, and across many different sectors including food and beverage, healthcare, retail services and fitness, among others.
Regardless of the situation, we have the experience and ability to employ empirical, fact-based analysis to provide the best possible solution.
We focus on what matters.
We tailor each of our advisory engagements to the specific situation to ensure we are providing the proper support given the needs of our clients.
Our Buy-Side Process
Establish Buy-Side M&A plan aligned with client’s goals
Assess and shore-up management preparedness for
M&A strategy implementation
Bolster financial readiness for executing on various transaction structures, debt and equity capital source
Develop detailed and disciplined target criteria based on internal financial and strategic goals
Provide detailed research, analysis and feedback
of intended target industry
Develop detailed target profile, including expected valuation and desired financial metrics
Establish target list
Execute marketing plan with direct, hands-on
outreach to desired target list, including marketed and/off-market opportunities
Select optimum target candidates among
various willing participants
Assess value of all assets, including but not limited to, the franchise agreements, fixed assets, real estate and inventory
Provide comparables and evaluations of similar transactions and evaluate historical performance including variations to market performance
Build financial model to assess current value with the following outputs: (i) Free Cash Flow; (ii) Internal Rates of Return; (iii) Fixed Cost and Debt Service Coverage Ratios, and (iv) Lease Adjusted Leverage
Negotiate all business terms of the transaction agreement
Present acquisition offer via Indication of Interest (IOI) or Letter of Intent (LOI) to intended targets
Negotiate deal structure and major deal points
Lead Due Diligence Program that includes both analytical and confirmatory elements within eight primary categories: (i) Organizational Documents; (ii) Capitalization; (iii) Financial Statements; (iv) Real Estate; (v) Contractual Obligations (vi) Labor and Personnel (vii) Legal/ Regulatory, and (viii) Insurance
Project unit and consolidated performance and assess capital requirements, including debt and working capital
Coordinate any necessary additional 3rd party diligence, including Quality of Earnings reports, Human Resource compliance audits and Facility Inspection
Negotiate Definitive Agreements
Negotiate definitive agreement with Seller and coordinate drafting of agreements with Buyer’s and Seller’s attorneys
Assist in negotiating agreements with franchisor: i.e. franchise agreements, lease terms, capital investment requirements, personal guarantees, development agreements
Assess terms and negotiate new terms for lease agreements
Lead negotiations with sources of capital,
including lending institutions
Lead closing process of any financing, debt or equity
Work with attorneys and closing agents to create an accurate Closing Statement
Assist transfer of leases and franchise agreement
Provide post-closing integration services as requested