Pre-close · Multi-Unit Restaurants

Multi-Unit Restaurants Change of Control Consents: An Independent Sponsor's Counsel

Independent sponsor counsel for multi-unit restaurants, focused on Change of Control Consents and the deal mechanics that protect sponsor economics and LP alignment.

EV range $8M to $80M EV EBITDA $2M to $14M Audience Buy-side / Sponsor
The deal context

The economics on a multi-unit restaurants platform deal usually hinge on a handful of structural decisions. Change of Control Consents is one of them.

The typical multi-unit restaurants platform sits at $8M to $80M EV with EBITDA in the $2M to $14M range. The thesis runs on franchisee roll-up or regional concept acquisition. The franchisor consent letter is the deal. Get it lined up before you spend money on diligence.

The moves

How Change of Control Consents actually gets structured.

  1. Build a consent matrix from the data room contracts.

  2. Sort consents into required, prudent, and informational categories.

  3. Assign owners and deadlines for each consent.

  4. Track consent progress in a single closing dashboard.

  5. In multi-unit restaurants, layer in franchisor LOI letter requested before market as part of the Change of Control Consents workstream.

The common mistake

Discovering a required consent on the day before close. The signing slips, the deal team loses leverage.

Jason's take
"Consents are a project, not a footnote. Run them like a project."
Jason Powell · Change of Control Consents
Capital after close

The deal is one thing. The capital that opens up after close is another.

The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
ENGAGE THE PRACTICE

Change of Control Consents for Multi-Unit Restaurants, on independent sponsor terms.

Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.