Food & Beverage Deals: IP Transfer & Licensing Done Right
Securities and M&A counsel for independent sponsors structuring food and beverage transactions, from LOI to close to the capital markets that open up afterward.
An independent sponsor closing food and beverage transactions in the $10M to $120M EV range has a defined set of moves at the IP Transfer & Licensing stage. Most of them are not in a generic M&A textbook.
The typical food and beverage platform sits at $10M to $120M EV with EBITDA in the $2M to $20M range. The thesis runs on CPG roll-up or co-packing platform with regional bolt-ons. Treat trade spend like a working capital item, not a marketing line. The valuation moves accordingly.
How IP Transfer & Licensing actually gets structured.
Identify all IP, including informal employee-inventor work product.
Pull assignments and works-for-hire records, with gaps remediated pre-close.
Address open-source license compliance in any software stack.
Plan trademark assignment recordation and continuation filings.
In food and beverage, layer in co-pack capacity agreement re-papered as part of the IP Transfer & Licensing workstream.
Assuming the company owns its IP because the website says so. Without paper, ownership is a hope.
"Every piece of IP in the deal needs a chain of title. Find the gaps before the buyer's counsel does."Jason Powell · IP Transfer & Licensing
The deal is one thing. The capital that opens up after close is another.
Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.
Related deal pages.
Independent Sponsor Economics for Food & Beverage
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Food & Beverage
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Transaction Fee Structuring for Food & Beverage
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Food & Beverage
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
IP Transfer & Licensing for Healthcare Services
roll-up of physician practices and ancillary service lines
IP Transfer & Licensing for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a food and beverage target, and a IP Transfer & Licensing question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.