Manning Fulton advises clients on the structure and strategy of franchise-related mergers and acquisitions. Our attorneys help clients evaluate transaction options, understand risks, and structure deals in a way that supports their business goals. Our work includes matters involving:

•  Asset purchase agreements
• Stock purchase agreements
• Mergers and corporate reorganizations
• Taxable and non-taxable mergers
• Management buyouts
• Leveraged transactions
• Controlled auctions
• Recapitalizations
• Joint ventures
• Spin-offs of subsidiaries or divisions

Manning Fulton represents buyers, sellers, private equity funds, and other investors in franchise and distribution transactions. Our attorneys help clients address both immediate transactional issues and future planning considerations, including growth, follow-on investments, recapitalizations, and exits. Our attorneys assist with:

• Buyer-side representation
• Seller-side representation
• Private equity transactions
• Investor representation
• Strategic acquisitions
• Franchise system sales
• Franchisee acquisitions and sales
• Transactions involving public and private companies

Franchise M&A transactions require careful attention to franchise agreements, system rights, regulatory issues, brand standards, unit economics, operational risk, and franchisor or franchisee obligations. Manning Fulton helps clients manage the process from planning through closing. Our work includes:

• Initial transaction planning
• Negotiation of transaction documents
• Franchise-related due diligence
• Hart-Scott-Rodino filings when applicable
• Closing coordination
• Review of franchise system obligations
• Coordination with management, accountants, lenders, and investment bankers

Many franchise M&A transactions involve layered financing structures. Manning Fulton assists  at every level to promote growth within your business. Our attorneys assist with:

• Securing debt financing
• Mezzanine financing
• Equity financing
• Private equity investment structures
• Financing for acquisitions and buyouts
• Capital structures tied to franchise growth

Franchise M&A transactions often require coordinated legal support across several areas of law. Manning Fulton’s transaction attorneys work with colleagues across the firm when necessary to complete a successful transaction. Our support includes coordination involving:

• Finance
• Tax planning
• Securities
• Antitrust
• Employment and employee benefits
• Intellectual property
• Real estate
• Environmental due diligence and liability

Manning Fulton has significant experience representing franchisors in M&A transactions of varying sizes and complexity. Our attorneys understand the unique issues that arise when franchise systems, corporate units, franchise rights, and brand assets are part of the transaction. Our franchisor-side experience includes:

• Sale of controlling interests in mature franchise systems
• Sales of franchise systems to private equity funds
• Sales of large chains to strategic competitors
  
• Special counsel support to law firms on franchise-related acquisition and due diligence issues
• Franchisor acquisitions of franchised locations
• Re-franchising of corporate locations
• Supplier acquisitions of franchise-related chains

Manning Fulton also represents franchisees in acquisitions, sales, financing transactions, and system-level opportunities. Our attorneys advise franchisees ranging from single operators to large multi-unit and multi-brand franchisees. Our franchisee-side experience includes:

• Franchisee-led acquisitions of franchise systems
• Acquisition and sale of franchised locations
• Serial acquisitions by franchisees
• Sales of multi-brand automotive dealerships
• Mezzanine financing transactions tied to private equity investments
• Soft drink and alcohol distribution acquisitions
• Automotive dealership acquisitions and sales