Our Expertise
The unique combination of our passion and expertise in franchising and licensing, our world-class M&A practice, and the solution-oriented approach of legal specialists across our many practice and industry teams provides results and value that no other law firm provides. Simply put, we maximize M&A opportunities for franchise and distribution clients in ways that others cannot.
Our attorneys have significant experience representing buyers, sellers, and private equity funds and other investors in tax-free and taxable mergers, acquisitions or assets or stock, management buyouts, leveraged transactions, controlled auctions, recapitalizations, joint ventures, spin-offs, and other types of M&A transactions.
We focus on our client’s objectives to bring skill and efficiency to the process surrounding complex buyout and strategic transactions, including initial planning through negotiation, due diligence, Hart Scott Rodino filings, and closing. We ensure that our transaction team works closely with the client’s management, accountants, lenders and investment bankers to address and understand the underlying strategic, tax, accounting and financial objectives of our clients.
We advise and assist private equity funds and investors to address both immediate transactional issues and to plan for future rounds or exits. Our lawyers handling these transactions work with colleagues from other practice areas of the firm when necessary to a successful transaction including finance, tax planning, securities, antitrust, employment and employee benefits, intellectual property, real estate, and environmental due diligence and liability.
Our attorneys continually engage in acquisition transactions with both private and public companies, involving:
- Negotiations and structuring asset purchase and stock purchase agreements, mergers and corporate reorganizations
- Acquiring businesses in bankruptcy
- Securing debt, mezzanine and equity financing
- Taxable and non-taxable mergers
- Spin-offs of subsidiaries or divisions of companies
- Recapitalizations
Our attorneys have significant experience with franchise M&A transactions for clients of all sizes.
Some selected franchisor representation examples include:
- Sale of controlling interest of mature franchise system with corporate units to private equity fund
- Sale of multi-billion dollar chain with over 3,500 independent and corporate locations to strategic competitor
- Routinely serving as special counsel to law firms on franchise related acquisition and due diligence issues
- Represented franchisors in acquiring franchised locations and refranchising corporate locations
- Represented supplier in acquisition of 100 unit chain from founder
Some selected franchisee representation examples include:
- Advising on franchisee led acquisition of franchise system including relaunching franchise program
- Represented multi-brand automotive dealership in successful sale to competitor
- Represented large multi-unit Wendy’s franchisee in mezzanine financing transaction in connection with private equity investment from DC-based private equity fund
- Represented numerous franchisees in serial acquisitions to become the largest franchisees in their respective system
- Routinely represent franchisees in acquiring or selling franchised locations
- Represented soft drink and alcohol distribution clients in serial acquisitions of other distributors
- Represent automotive franchisees in both acquiring and selling dealerships
