A Girl and 2 Guys, Inc (AG2G)

Thu,08/18/2016

Industry: Restaurant

Segment: Fast Casual

Case Study: Five Guys 4 Units in Maryland

Project Background:

A Girl and 2 Guys, Inc. was a four unit Five Guys Franchisee with units operating in Anne Arundel County, Maryland. A Girl and 2 Guys, Inc. faced adversity in their quest for expansion. Reevaluation occurred and resulted in an underperforming unit closing in December of 2014. This resulted in increased sales at 2 of the nearby Five Guys locations that had previously been negatively impacted by cannibalization.

Project Summary:

National Franchise Sales (NFS) was engaged by A Girl and 2 Guys, Inc. in order to 1) value the businesses, 2) effectively market the sale of the restaurants, and 3) provide an arm’s length sale process where NFS sourced financing, managed the lease assignment process with the four landlords, worked closely with the Franchisor throughout the process and kept all remaining interested parties informed of the transfer status, including coordinated timelines to ensure expectations were met for the consummation of sale. Tax returns and financial records were complete and well maintained by the Seller; however, with all the shifting of store openings/closing, it caused for irregularity. NFS prepared detailed background information and adjustment summaries to supplement the financial records and tax returns. This helped the lender, Buyer and Franchisor garner confidence in the project, allowing the loan to be funded and transfer to occur.

Conclusion:

Through the original transfer process, a prospective Buyer jumped through many layers of review/approval by the Franchisor, lender and Landlords only to eventually be terminated by the Buyer. This came as a complete shock to all involved. The Buyer was strong and clearly approvable in all aspects, but during the time that Buyer was proceeding with his acquisition, the Buyers wife ended up making a substantial acquisition of a building (real estate) resulting in lending caps that were hit, making new financing for this acquisition impossible to secure. The good news is that NFS has a database of pre-qualified buyers and in this case was able to match an existing Five Guys franchisee to the opportunity. This franchisee was a single unit franchisee with Five Guys that was acquiring this group of restaurants and territory. With a jump from a single location to 5 locations, the Buyer was very appreciative of the assistance and direction given by NFS throughout the acquisition process. This included hands on assistance with Buyer, Seller, Franchisor, lender, landlords, & escrow.

Engagement Highlights:

· True market value sale was achieved in an environment wherein the Seller had layers of G&A that were not necessary in a market of this size. NFS cleaned up the financial statements to show normal and customary G&A.

· Successfully negotiated leases and terms to meet Buyer, Seller and lender requirements and expectations.

· Facilitated expedited franchisor approval.

· Sourced and secured financing for buyer increasing his portfolio well above franchise holdings at time of offer.

· NFS was on site on day of transfer to assist in a smooth transition.