Pre-close · Multi-Unit Restaurants

Multi-Unit Restaurants Real Estate Carve-Outs: An Independent Sponsor's Counsel

Structuring Real Estate Carve-Outs on multi-unit restaurants deals, with the structure protection and capital connectivity an independent sponsor actually needs.

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

Every multi-unit restaurants acquisition has its own gravity. Real Estate Carve-Outs is the workstream where independent sponsor counsel earns the seat.

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 Real Estate Carve-Outs actually gets structured.

  1. Separate operating real estate into a single-purpose entity pre-close.

  2. Document an arm's-length lease with renewal options and assignment rights.

  3. Address title, survey, and environmental on each parcel.

  4. Coordinate the real estate close with the operating company close.

  5. In multi-unit restaurants, layer in franchisor LOI letter requested before market as part of the Real Estate Carve-Outs workstream.

The common mistake

Leaving the real estate inside the operating company. The buyer pays a higher multiple than the real estate deserves.

Jason's take
"Real estate trades at a different multiple than the business. Separate it, lease it, manage it."
Jason Powell · Real Estate Carve-Outs
Capital after close

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

Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
TALK TO JASON

An LOI on the desk, a multi-unit restaurants target, and a Real Estate Carve-Outs 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.