Project Buttercup · Investment Teaser · Confidential · 2026 · Emanay Advisors

PROJECT
BUTTERCUP

Franchise Roll-Up · Multi-State Platform · Buy-Side M&A

A nationally-recognized franchise operator is executing an institutional roll-up — acquiring established, cash-flowing locations at ~1.4x EBITDA and building toward a platform exit at 6–8x. The entry is compelling. The deadline is real.

Primary Target Locations

$13M+

TTM Revenue (Deal #1)

~1.4x

Entry Multiple

6–8x

Target Exit

Jun 30

LOI Deadline

The Opportunity

BUY AT 1.4x.
EXIT AT 6–8x.

A nationally recognized franchise brand generates real EBITDA across fragmented ownership clusters — and exits at deeply compressed multiples because operators sell alone. There is a better path.

Fragmented Ownership at Scale

Multi-location franchise clusters are held by regional operators who built significant revenue bases but lack the infrastructure to command premium exit multiples. The primary acquisition target is the largest available cluster in the system — priced to sell, not to maximize.

Institutional Quality at Distressed Pricing

The primary acquisition enters at ~1.4x EBITDA — not because the business is distressed, but because the seller has a personal liquidity timeline and a prior buyer withdrew. These are operating, profitable locations with established customer bases and recurring membership revenue.

The Arbitrage

Buy at ~1.4x EBITDA. Exit at 6–8x. A 35+ location platform with $5M+ EBITDA commands an entirely different multiple than a standalone cluster. The value creation is structural — the difference between a standalone exit and a platform exit.

Recurring Revenue Foundation

A significant portion of the acquisition target's revenue is generated through auto-renewing monthly memberships — a recurring, predictable stream that anchors unit economics and supports debt service coverage from Day 1.

The Difference

STANDALONE VS.
PLATFORM EXIT.

The same underlying franchise locations. The same EBITDA. Valued entirely differently based on how and at what scale they exit.

Selling a Cluster Alone

2–3x

Standalone operator exit — no institutional infrastructure

Limited buyer pool at standalone scale
No institutional governance premium
Franchise transfer friction compresses value
No shared infrastructure to demonstrate
No upside participation post-close
Platform consolidation value left on table

Exiting as a Platform

6–8x

Institutional platform exit — PE, strategic, or brand buyer

Strategic buyers, PE platforms, institutional acquirers
Governance premium for consolidated HoldCo
Shared infrastructure demonstrates scalability
35+ locations clears institutional scale threshold
Management depth and operating leverage visible
$30–40M+ platform exit value (base case)

The Platform

$20MM TARGET —
THREE DEALS IDENTIFIED.
ONE PLATFORM.

The platform is being built through a sequenced roll-up of franchise clusters — anchored by the primary acquisition, the largest available cluster in the system.

Deal #1 · Primary · ⚡ LOI Jun 30

Major Metro Markets

11 established, profitable franchise locations in two major U.S. metro markets. Operating businesses with existing customer bases and recurring membership revenue. Hard LOI deadline: June 30, 2026.

Locations11

TTM Revenue$13M+

Entry Multiple~1.4x EBITDA

Capital~$3.5–3.7M

Hard LOI Deadline · June 30

Deal #2 · Concurrent

Second Market Cluster

A second seller in the same franchise system is exiting to fund an equity stake in another company. The 90-day timeline creates favorable pricing conditions. Acquired concurrently with Deal #1.

Locations3

TTM Revenue (est.)~$2.9M

Seller Motivation90-day exit

TimingConcurrent with D1

Motivated Seller · Favorable Terms

Deal #3 · Pipeline

West Coast Cluster

A third cluster in a major West Coast market is on hold pending resolution of seller-side litigation. Upon resolution, pushes the platform past 30 locations and $40M revenue — clearing the institutional exit threshold.

Locations13

TTM Revenue~$15M

StatusOn hold — litigation

Timeline2026–2027

Pipeline · 2026–2027

The Sponsor

NATIONALLY RECOGNIZED.
PROVEN OPERATOR.

The operator behind this platform is not a financial buyer. This is the most decorated active franchisee in the system — with an existing portfolio, a proven APA track record with the same seller, and infrastructure ready to absorb this acquisition from Day 1.

"The sponsor is not entering this market — they are expanding within it. The infrastructure is built. The counterparty relationship is proven. The playbook is established. This acquisition does not require the sponsor to learn the business. It requires them to do more of what they already do exceptionally well."

2023 Franchisee of the Year

Nationally recognized as the top performer in the franchise system. Ranked top 10% of all franchisees nationally by revenue and operational metrics.

8 Locations · 4 States

Active operating portfolio across four states. Proven playbook for opening, acquiring, and integrating franchise locations. Infrastructure already built and scalable.

Prior APA — Same Seller

The sponsor previously acquired locations from this exact seller via APA. The transfer process, counterparty relationship, and integration playbook are proven and established.

$0 Marketing Overhead

Sponsor's spouse owns a national marketing agency deployed across the portfolio at zero incremental cost — a structural advantage no standalone operator can replicate.

8+ Years in System

Deep system knowledge, established franchisor relationships, and a track record recognized at the national level. Not a new entrant — an established platform operator.

Day-1 Infrastructure

Centralized management, shared administrative functions, and existing technology infrastructure — all scalable to absorb the proposed acquisition without proportional overhead growth.

Transaction Process

CLEAN PROCESS.
60–90 DAY CLOSE.

Emanay Advisors is managing all aspects of the buy-side process exclusively. The timeline is defined. The milestones are hard. Capital must be positioned before June 30, 2026.

NDA Execution

Execute confidentiality agreement with Emanay Advisors. Full CIM provided to qualified capital partners upon execution.

Term Sheet & LOI

Capital term sheet in hand before June 30. LOI submitted to seller by hard deadline of June 30, 2026.

Diligence & APA

QoE by Emanay Accounting. APA and legal by Emanay Law Group. Franchise transfer, HoldCo formation, and debt commitment.

Close · Q3 2026

APA signed. Debt funded. Franchise transfers approved. Day-1 operations begin. Deal #2 follows within 30 days.

Request Access

HAVE A DEAL TO SUBMIT
OR WANT TO PARTICIPATE?

If you'd like to participate as a capital partner or co-investor — or if you have a deal to submit to the platform — reach out below. An NDA will be sent to qualified parties prior to CIM access.

Sign NDA to Access Full CIM

Complete the NDA below — your CIM access will be provided immediately upon execution.

I Have My Own Roll-Up Strategy →

Alexandre Camus

Partner · Emanay

alex@emanay.io · +1 786-835-7342
1221 Brickell Ave · Suite 900 · Miami, FL 33131

NDA Required · Qualified Capital Partners Only

PROJECTBUTTERCUP

BUY AT 1.4x.EXIT AT 6–8x.