IFA s 45 th Annual LEGAL SYMPOSIUM

Transcription

1 LEGAL SYMPOSIUM

2 ATTRACTING, AND NEGOTIATING WITH, PRIVATE EQUITY OWNED FRANCHISEES Moderator: Stephen Hagedorn, General Counsel Jani-King International, Inc. Speakers: Nick DeCarlo, Vice President and Senior Counsel Marriott International, Inc. Charles Modell, Partner Larkin Hoffman Daly & Lindgren Ltd.

3 What is Private Equity? Investment company with professional management managing other peoples money (and some of their own) Invests in the equity of private companies Typical investors: wealthy individuals, trusts, endowments, pension funds, etc. Investors seeking a greater return than in publicly-held stocks, bonds or mutual funds Investors also seeking to diversify in investments

4 What is Private Equity? Larger PE companies can have very diverse investments/strategies Smaller private equity companies typically invest in areas of management s expertise Often formed as limited partnerships Often don t retain 100% equity Frequently have complicated structures

5 QSR Restaurant Ventures, LLC 100% Mr. Big (and his partners) 100% ABC Private Equity Company, LP 100% Full Service Restaurant Ventures, Inc. 100% Hotel Ventures, LLC Investors Investors Pizza Holdings LLC Yogurt Holdings LLC Burger Holdings LLC Who-ters Holdings, LLC Hiltop Holdings LLC Merry Inn Holdings LLC Shera-Tone Holdings LLC

6 What is Private Equity? Private Equity Ownership of Franchisors 1. Roark Capital and Bain Capital have a focus on franchise brands Roark alone owns Arby s, Auntie Anne s, Carvel, Cinnabon, Moe s, Schlotzsky s, Seattle s Best, Batteries Plus, Corner Bakery, FastSigns (among others). Several others own multiple brands. 2. Burger King Corporation acquired in September 2010 (and taken public in 2012). 3. Huddle House acquired in 2012 by Sentinel Capital Partners.

7 What is Private Equity? Private Equity Investments in Franchised Units 1. Hotels have had private equity franchisees for years. 2. More recently, restaurants, hair care salons, and other recurring revenue franchises have attracted private equity.

8 Benefits of Private Equity Investments in Your Brand PE Companies have access to capital Experienced and sophisticated management Consistently motivated for growth Well incentivized to attract/retain talent They color within the lines.

9 Challenges and Limitations of Working with Private Equity May not be well versed in franchising (particularly from the Zee perspective) Typically only interested in systems with assets (i.e. hotels, restaurants, etc.) Small or start up franchisors not likely to attract PE PE companies will stick to their strengths (e.g. rehabbing distressed units vs. opening new units) Changing rules mid-stream will be problematic.

10 ABC Private Equity Company, LP Private Equity Fund with approximately $800 million under management Focuses on multi-unit franchisee investments Current investments: Full Service Restaurants (Steakhouse, Wings & Breakfast) Hotels Quick Service Restaurants (Yogurt & Burgers) Wants to expand QSR holdings with an investment into pizza

11 Best Pizza Franchise Established franchise system with a proven concept More than 800 stores in 250 markets Franchisees are mostly Mom & Pop, some original owners have grown to multi-unit, but no private equity Zees Primarily delivery or carry out pizza, but huge sales growth from new hot wings menu items

12 Potential Investment in Best Pizza ABC Private Equity wants to buy 80 Best Pizza stores in various markets Initial interest 40 stores owned by one franchisee Future interest in buying out a handful of franchisees that own 5 to 10 stores in nearby markets Also an interest in opening new units in existing markets

13 Potential Investment in Best Pizza Investment vehicle Pizza Investment Holdings, LLC Proposing to finance the transaction by leveraging equipment and cash flow

14 Attracting and Negotiating with PE Owned Franchisees Franchise Agreement Terms that Should Be Off Limits Pricing and Fees Standards and Procedures

15 Attracting and Negotiating with PE Owned Franchisees Franchise Agreement Terms That Should Be Open for Negotiation Owner/Operator Training Restrictions on Minority Transfers Financing Restrictions/Lender Comfort Letters Personal Guarantees

16 Attracting and Negotiating with PE Owned Franchisees Franchise Agreement Terms That Should Be Open for Negotiation Non-Compete Agreements Confidentiality Cross Default Provisions Provisions Relating to Financing

17 Opportunities and Challenges in Ongoing THE GOOD Business Operations Rapid Expansion! (More units and royalties) Increase revenue and market share Take advantage of economies of scale and market consolidation

18 Opportunities and Challenges in Ongoing THE BAD Business Operations Rapid Expansion! (More oversight required; problems can snowball) PE might require individualized attention from Senior Executives not typical in franchising Expect refinancing or exit within 5-10 years PE needs more lead time to plan for systemwide changes and upgrades

19 Final Thoughts Everyone needs to be on the same page You will need to adjust your typical approach and mindset Franchising with Private Equity can be enormously beneficial, but it is not without pitfalls