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Syndicated Loans in Franchise Financing: Diligence Considerations, Negotiation Strategies, Key Loan Provisions

A live 90-minute premium CLE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Wednesday, November 5, 2025

12:00pm-1:30pm EST, 9:00am-10:30am PST

Early Registration Discount Deadline, Friday, October 10, 2025

or call 1-800-926-7926

This CLE webinar will discuss the unique considerations relating to syndicated loan transactions for businesses that own many franchise locations. The panel will address the typical negotiating points between franchise lenders and borrowers, franchise specific loan provisions, and the kind of diligence each side should expect with these types of transactions.

Description

Large franchise businesses often use syndicated loans to finance major growth initiatives such as large-scale acquisitions, recapitalizations, or multi-unit expansions. A syndicated loan structure allows the borrower to access greater capital than a single lender could provide alone. For lenders, syndicated loans diversify their risk profile and help them maintain close relationships with their customers. Syndicated loans also benefit lenders because they allow them to remain within their credit exposure limits and each lender in the syndicate benefits financially from their participation by collecting pro-rata interest and fees.

While syndicated loans offer many advantages to both franchise borrowers and lenders, there are unique considerations and issues that counsel on both sides of the transaction must understand and navigate. For instance, with a syndicated franchise loan, both borrowers and lenders will need to consider the franchisor/franchisee relationship and the financial analysis will need to cover EBITDA, EBITDA addbacks, and account for new builds and remodels. A thorough analysis of the real property structures will also be required and the loan covenants will need to account for the unique circumstances relating to a franchise business.

Listen as our expert panel reviews the unique considerations of syndicated loans to large franchise businesses and provides guidance on navigating these complex transactions from the perspective of both borrowers and lenders.

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Outline

  1. Overview: syndicated loans and franchise businesses
  2. Franchisor/franchisee relationship
  3. Tri-party agreement: consent; no documents.
  4. Different types of real property structures: Is the property owned by the same entity as the operator, is it owned by an affiliate, or is it owned by a third party?
  5. Documents: mortgage, leasehold mortgage, estoppels, landlord lien waiver, etc.; UCC override provision
  6. New units
  7. Closed units
  8. Financial analysis: existing EBITDA, EBITDA addbacks, accounting for new builds, accounting for remodels, etc.
  9. Financial covenants
  10. Defaults
  11. Practitioner pointers

Benefits

The panel will discuss these and other key considerations:

  • What are the typical negotiation points between franchise lenders and borrowers with syndicated loans?
  • What are the key franchise specific loan provisions?
  • What diligence exercises should franchise borrowers and lenders expect with a syndicated loan?
  • What are key considerations when determining the structure of a franchise syndicated loan?

Faculty

Riess, Justin
Justin Riess

Partner
Haynes and Boone

Mr. Riess is the managing partner of Haynes Boone’s Charlotte office. His practice focuses on leveraged finance,...  |  Read More

Simmons, Erin
Erin Simmons

Partner
Haynes and Boone

Ms. Simmons has a broad lending practice representing banks, financial institutions, businesses, and private...  |  Read More

Attend on November 5

Early Discount (through 10/10/25)

Cannot Attend November 5?

Early Discount (through 10/10/25)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

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