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Is this partnership offer in a subways franchise a good offer to take on?

New York, NY |

An owner of a subway is offering me a 10 or 15% part owner in his business and below is the offer. Is this a wise business investment based on what he stated?

We can structure this an equity deal or a debt deal.
The debt deal would be a convertible zero coupon note payable immediately upon sale of business which could be any day, week, month, but I know for sure before summer 2014. This note is also convertible into an equity stake equivalent to its face value. This is good should the business start to do extremely well and you want to participate in the growth.
Below is the equity deal:
10% at a 5% discount= .10*(125,000)*.95=11,875
15% at a 4% discount=.15*(125,000)*.96=18,000

There is also a 6% option at 5% discount

Attorney Answers 5


  1. Best answer

    The franchise owner isnseeking to borrow money from you and, in exchange for you not getting paid any interest (the zero coupon comment) then he will offer you a right to convert your loan into a small percentage ownership based upon a total franchise value of $125,000. The term of the loan offered seems to be somewhat "iffy" but has a projection of mid-2014. Whether the business worth $125k is impossible to evaluate without seeing the financial statements and, in addition, the term of the loan being so short is suspect because he is not offering you any interest on your loan and then query what you do if he cannotnrepay and you do not want o become a minority owner with no control over the business. To me it sounds like a silly investment absent the ability to take over the business if he defaults or to evaluate the discount to an "alleged" value of $125k is even fair or not. Avvo is not the place for you to get more than I have offered as limited observations.

    My answer is not intended to be giving legal advice and this topic can be a complex area where the advice of a licensed attorney in your State should be obtained. Please click "helpful" or "best answer" if my answer added any value or add a "comment" if you have more info for me to help you get a better answer.


  2. This is a business question not a legal question. No one on Avvo knows anything about the franchise or even if Subway allows an owner to sell part of his franchise. Have you done any due dilligence? Have you examined the books? Have you sat outside the store for a day or two and watched the foot traffic? I suggest you consult with a business advisor who knows about the fast food industry.

    I am a former federal and State prosecutor and have been doing criminal defense work for over 17 years. I was named to the Super Lawyers list as one of the top attorneys in New York for 2012 and 2013. No more than 5 percent of the lawyers in the state are selected by Super Lawyers. Martindale-Hubbell has given me its highest rating - AV Preeminent - in the areas of Criminal Law, Personal Injury, and Litigation. According to Martindale-Hubbell”AV Preeminent is a significant rating accomplishment - a testament to the fact that a lawyer's peers rank him or her at the highest level of professional excellence." Fewer than 8% of attorneys achieve an AV Preeminent rating. I also have the highest ranking – “superb” – on Avvo. The above answer, and any follow up comments or emails is for informational purposes only and not meant as legal advice.


  3. Perhaps or business or transactional attorney can also advise you. Good luck.


  4. The language you quote is total nonsense starting with the words "convertible zero coupon note."
    I would run away.
    You are asking a business question, not a legal question, but no one sells a percentage of a franchise this way.

    The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.


  5. I have represented several Subway franchisees in franchise related matters. While I cannot give you specific legal advice, the franchise agreement will have restrictions on the franchisees ability to transfer or sell a portion of the business, which might subject you to personal guarantees and require that you meet Subways' qualifications and complete training. The rest of your question is really a business issue and those in your situation often must ask themselves whether they want to hold a minority ownership interest and what can be done if you want out.

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