Multi-Unit Restaurants Deals: Representations & Warranties Drafting Done Right
When the deal is multi-unit restaurants and the question is Representations & Warranties Drafting, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
The economics on a multi-unit restaurants platform deal usually hinge on a handful of structural decisions. Representations & Warranties Drafting 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.
How Representations & Warranties Drafting actually gets structured.
Anchor on a modern PE-style rep package, not an asset-purchase boilerplate.
Distinguish fundamental reps from general reps in survival and cap structures.
Negotiate knowledge qualifiers to defined-person knowledge, not constructive knowledge.
Coordinate the rep package with the R&W insurance carrier's underwriting.
In multi-unit restaurants, layer in franchisor LOI letter requested before market as part of the Representations & Warranties Drafting workstream.
Drafting reps without reading the disclosure schedules. The schedules are where the risk actually lives.
"Reps and warranties are a risk allocation. Draft them like risk allocation."Jason Powell · Representations & Warranties Drafting
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.
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…
Working Capital Adjustments for Multi-Unit Restaurants
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for Multi-Unit Restaurants
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Multi-Unit Restaurants
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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Representations & Warranties Drafting 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.