Quality of Earnings Counsel for Multi-Unit Restaurants Acquisitions
Securities and M&A counsel for independent sponsors coordinating multi-unit restaurants transactions, from LOI to close to the capital markets that open up afterward.
An independent sponsor closing multi-unit restaurants transactions in the $8M to $80M EV range has a defined set of moves at the Quality of Earnings stage. Most of them are not in a generic M&A textbook.
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.
How Quality of Earnings actually gets structured.
Engage QofE within five business days of LOI signing.
Scope to include working capital normalization, deferred revenue, and customer concentration.
Share preliminary findings with the seller before final report, to surface disputes early.
Coordinate QofE findings into both the purchase agreement and the LP commitment package.
In multi-unit restaurants, layer in franchisor LOI letter requested before market as part of the Quality of Earnings workstream.
Treating QofE as a back-office exercise. It is the basis for the price, the working capital peg, and the LP pitch.
"The QofE is the deal book. Read it twice before you negotiate anything."Jason Powell · Quality of Earnings
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.
Related deal pages.
Independent Sponsor Economics for Multi-Unit Restaurants
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Multi-Unit Restaurants
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Transaction Fee Structuring for Multi-Unit Restaurants
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Equity Rollover for Multi-Unit Restaurants
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
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An LOI on the desk, a multi-unit restaurants target, and a Quality of Earnings 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.