Sale of High Value Multiple Franchised Business
I was engaged by my client to sell a multiple franchised business of significant value. I was acting on behalf of 3 vendors each with different shareholdings in the franchise. The complex transaction also required the drafting and settling of subsequent associated agreements.
Over the years I had been involved in the purchase of several of these franchises and I attended monthly board meetings of the dealership Group, providing ongoing legal advice as strategic decisions needed to be made by the General Managers of the franchise businesses.
Given the number of parties involved, extensive due diligence of eight (8) companies was carried out over three (3) months which included the review of financial documents, franchise agreements, multiple leases (short and long term) and various agreements.
The 131 page sale contract (which does not include the disclosure documents) involved complex and fiercely negotiated customised conditions that ensured our client achieved the desired outcome from the sale.
In addition to the contract negotiations the parties were negotiating terms for the ongoing occupation of various property leases. As the leases were to be long term leases drafting of the terms had to ensure that the lease covered existing conditions as well as future changes to the industry standards in accordance with the Franchisor requirements.
These transactions took several months and involved several meetings between the vendor and purchaser’s representatives, however, when the transaction settled our client was very happy to achieve a return that reflected years of hard work.
My depth of knowledge of the motor vehicle industry, experience in complex commercial transactions combined with my understanding of my clients’ business structure enabled me to identify the legal risks early on and ensure the transaction stayed on track to achieve my clients’ goal.