KAH-LAW

Engagements/Transactions

2007-Current
Mountain Star LLC
Outside General Counsel
Transaction Counsel

2007 – Initial multi-unit Acquisition
2017 & 2022 – Bolt-On transactions
Various asset purchases and sales; Real Estate &
Development; Debt and Finance; Affiliate
transactions; Franchise relations; General
Representation

2011 – 36 Unit Applebee’s acquisition; reorg of
existing 11 units; 2017 membership exit

2008-Current
Saddle Peak LLC
Outside General Counsel
Transaction Counsel

2008 – Initial Multi-unit Acquisition
2014 & 2021 – Bolt-On transactions
2021 – Brew Culture (7 Brew) DA
Various asset purchases and sales; Real Estate
& Development; Debt and Finance; Affiliate
transactions; Franchise Relations; General
Representation

2015-Current
Mike & Vinnie Busalacchi
Outside General Counsel
Transaction Counsel

Organizational Audit and New Development
Work for 4 Locations, including real estate
purchases and leases. Debt and Finance; Affiliate
transactions; Franchise relations; General
Representation

Development Agreement negotiation, 3 new
store developments, Sale to Franchisor (June

2023).

2018-Current
EYAS Hospitality
Outside General Counsel
Transaction Counsel

2021 – Initial BKC acquisition & bolt-on
April 2023 – 49 Unit Subway acquisition
Summer 2023 – Acquisition of 25 Subway units
from 7 sellers in 4 closings
Real Estate & Development; Debt and Finance;
Affiliate transactions; Franchise relations; General

Representation

2020-Current
Wendy’s Franchisee
Outside General Counsel
Transaction Counsel

2020 – Initial multi-unit acquisition
2022 – Second multi-unit acquisition
Real Estate & Development; Debt and Finance;
Affiliate transactions; Franchise relations; General

Representation

2020-Current
Ibrahim Investment Corp
Lending Counsel

Various Debt Facilities

November 2023
Sunrise Foods LLC
Special Transaction Counsel

Sale of Five Restaurants
to First Watch

2019-2023
MCAA Brands LLC
Outside General Counsel
Transaction Counsel

Acquisition of twelve stores in four
transactions, Development of five

Stores

Other Transactions and Representation

  • 2019-current – Outside General Counsel for former partner of existing client acquiring franchise and development rights for Cinnaholic in Atlanta, GA.
  • 2020-current – Counsel on real estate, organization/governance and franchise matters for a multi-brand operator in European Wax Centers, Marco’s Pizza and new health and wellness franchise systems.
  • 2022-current – Counsel for a multi-business owner on various matters – CT car dealership, new dealership acquisition, marketing/SEO business and personal real estate investments.
  • 2023-current – Work with east coast property developer pursuing real estate joint ventures with franchise and non-franchise retail operators.
  • Summer 2023 – Special Transaction counsel for a new franchisor – develop specialized leases for property and FF&E for use in a proposed franchise offering
  • Fall 2023 – Special Transaction Counsel for new Pepper Lunch developer; negotiate 10-unit Area Development Agreement and Franchise Agreement form
  • Fall 2023, Special Workout Counsel for a Fuzzy’s franchisee for store closure
  • 2019-2021 – Special Restructuring Counsel for distressed local NYC quick casual taco chain.
  • 2017-2021 – Outside General Counsel for new Just Salad developer (NC) – 5-unit development agreement and three leases executed. First store opened July 2019.  All development work, corporate organization, etc. 
  • 2010-2021 – Outside general counsel for a 27-unit Hardee’s operation in Dayton OH and surrounding DMAs:
    • Continuous fee and leasehold development work; and
    • Two rounds of financing ($2.5 million -$4 million).
  • 2018 – Special Transaction Counsel for multi-brand family office.
    • 11 Unit Burger King portfolio acquired in two separate deals.
    • 8 Unit Jimmy John’s portfolio acquired in five separate deals.
  • 2012-2017 – Occasional general counsel for a 120-unit Hardee’s operation in the Jacksonville, Gainesville, and Tampa, FL and southern GA DMAs and developing Wing Stop operation in the Tampa, FL DMA including:
    • Original 10-unit Tampa acquisition from Hardee’s (2013);
    • Subsequent 28-unit Jax/Gainesville acquisition from Hardee’s (2015);
    • Continuous fee and leasehold development work; and
    • Several rounds of financing and re-financing from $2.5 million to $10 million.
  • 2016 – Seller’s counsel in sale of 38 Carl’s Jr. Restaurants in OK and TX.
  • 2015 – Buyer’s counsel in purchase of 52 Hardee’s in South Carolina and North Carolina including acquisition financing.
  • 2014 – Buyer’s counsel in purchase of 5 Hardee’s from Hardee’s in Orlando, FL (2014) and continued development work.
  • 2012 – Seller’s counsel in sale of 32 Applebee’s in South Carolina (2012).

In addition to the above, transaction counsel in the acquisition or sale of over 2,000 franchised and non-franchised restaurants, senior debt financing for multi-unit operators in excess of $5 billion and private equity financing in excess of $1 billion. Equity transactions include representation of several investment funds serving the franchise and restaurant industries. Interesting examples include:

  • Company counsel for private placement for new restaurant development and exchange offer related to a roll-up of existing operating companies into a holding company structure.
  • Company counsel in $4.0 million joint venture for a restaurant reporting systems provider.
  • Company counsel for franchisor of 300+ pizza restaurants in the design and structure for a captive franchise finance vehicle for its franchisees. Led implementation, including private placement for captive equity fund and formation of captive loss guaranty fund.

Additional Franchisee Representation

  • Served as outside general counsel for largest franchisee of a national document shredding and security company and assisted with the sale of the business back to the franchisor during its roll-up.
  • Served as company counsel in the original acquisition of franchise rights for the following, including review and negotiation of franchise agreements, leases, financing and general business:
    • Franchise rights to develop 2-4 units of a newer fast casual burger concept;
    • Franchise rights in a territory for an energy consulting and auditing concept;
    • Franchise rights to develop 2-4 units of a national hair care franchise.
  • Served as company counsel in the liquidation of client’s interest as a franchisee of a national hair care franchise.
  • Served as company counsel in the liquidation of client’s interest as a franchisee of a Mexican fast casual concept.
  • Served as company counsel for operator of adult day care facilities, including finance and development.
  • Served as franchisee start-up counsel throughout my career for over 50 individual franchisees in a variety of industries.

Addition Securities and Corporate Finance

  • Served as issuer counsel in a series of private placements in aggregate amount of over $12 million for specialty industrial fabric company.
  • Served as issuer counsel in $2.0 million private placement for education products company.
  • Served as issuer counsel for €100.0 million Rule 144A/Regulation S offering of senior subordinated debt securities issued by a European logistics company.
  • Served as special US counsel to a UK Bank for $148 million senior and mezzanine credit facilities for the LBO of an international environmental consulting firm and, subsequently with the approval of the bank, company counsel to the same international environmental consulting firm in the re-finance of the same facility.
  • Served as special US counsel to a UK Bank for £348.3 million senior and mezzanine credit facilities for the LBO of an international safety products company.
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