What assets, including intellectual property, were conveyed to the franchisor to enable the Bojangles franchise offering?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
On or about October 6, 2020 (the "Closing Date"), Bojangles', Inc. and various of its direct and indirect subsidiaries, including BRI and BIL, closed a securitization transaction involving the Bojangles brand (the "Securitization Transaction"). As part of the Securitization Transaction, BRI, BIL, and certain other subsidiaries of Walker Parent contributed certain of their assets, real and personal property and equipment and related leases and subleases, notes and indebtedness of franchisees, and the business and related agreements concerning sourcing and sales of goods and services, to us. As part of the Securitization Transaction, all existing U.S. Franchise Agreements, Development Agreements, and related agreements for Restaurants were transferred to us, and we became the franchisor of all existing and future domestic Development Agreements, Franchise Agreements and other related agreements. Ownership and control of all U.S. trademarks and certain intellectual property relating to the operation of Restaurants in the U.S. were also transferred to us. All of the assets, including intellectual property, necessary to make the offering described in this disclosure document were conveyed to us.
Source: Item 1 — THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES (FDD pages 7–11)
What This Means (2025 FDD)
According to Bojangles' 2025 Franchise Disclosure Document, Bojangles Opco, LLC became the franchisor of the Bojangles restaurant system on October 6, 2020, as part of a securitization transaction. As part of this transaction, certain assets were conveyed to Bojangles Opco, LLC to enable the franchise offering. These assets included real and personal property and equipment, related leases and subleases, notes and indebtedness of franchisees, and business and related agreements concerning sourcing and sales of goods and services. All existing U.S. Franchise Agreements, Development Agreements, and related agreements for Restaurants were transferred to Bojangles Opco, LLC, making it the franchisor of all existing and future domestic agreements. Ownership and control of all U.S. trademarks and certain intellectual property relating to the operation of Restaurants in the U.S. were also transferred to Bojangles Opco, LLC. The FDD states that all of the assets, including intellectual property, necessary to make the offering described in the disclosure document were conveyed to Bojangles Opco, LLC.
Prior to this, BJ Acquisition Corp. acquired all the trademarks and service marks associated with the Bojangles restaurant system, along with other assets owned or controlled by Bojangles' of America, Inc. and Bojangles' Corporation, assuming the interests of Bojangles' of America, Inc. under existing franchise agreements. BJ Acquisition Corp. later changed its name to Bojangles' Restaurants, Inc. (BRI). BIL (Bojangles' International, LLC) also contributed franchise assets through the Securitization Transaction, along with additional assets from BRI and other affiliates related to company-operated Restaurants and leases for Bojangles Restaurant locations. BIL continues to own the international Proprietary Marks and serves as the franchisor of three franchised international Bojangles Restaurants.
For a prospective franchisee, this means that Bojangles Opco, LLC possesses the legal rights and assets necessary to grant and maintain franchises in the United States. The securitization transaction consolidated the necessary intellectual property and operational assets under Bojangles Opco, LLC, ensuring a consistent and legally sound franchise offering. The role of BRI as the manager, handling collections, asset management, and providing franchising support, further clarifies the operational structure, with Bojangles Opco, LLC retaining ultimate responsibility to the franchisee.