When is the Right of First Refusal process NOT triggered for a Brightstar Care franchise transfer?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding anything above, you expressly acknowledge the reasonableness of the following Transfer condition: If you and/or your affiliates (a) own and operate, either when you request approval of a proposed Transfer or as of the proposed Transfer's effective date, more than one BrightStar Care Agency under one or more additional franchise agreements with us, regardless of when such franchise agreements were signed, and (b) desire to Transfer this Agreement and/or the Agency, together with one or more of your and/or your affiliates' other franchise agreements and/or BrightStar Care Agencies, at the same time and to the same proposed transferee and/or its affiliates as part of the same transaction or in a series of substantially contemporaneous transactions, we have no obligation to allow the Transfers of the multiple BrightStar Care Agencies and instead have the absolute right to limit the proposed Transfer solely to this Agreement and/or the Agency without regard to the proposed terms of the Transfer or Transfers negotiated between you and/or your affiliates and the proposed transferee and/or its affiliates.
We reserve this right in order to preserve and enhance compliant operations of BrightStar Care Agencies and to protect the System's reputation and goodwill.
You further acknowledge that the rights described in this paragraph will apply even if the proposed Transfer is of a controlling ownership interest in you (as defined in Section 12.7 below) in situations where you own multiple BrightStar Care Agencies under one or more franchise agreements with us.
In other words, we may disapprove the Transfer of a controlling ownership interest in you if the Transfer would result in new owners of yours effectively controlling the Agency and additional BrightStar Care Agencies under separate franchise agreements with us.
Source: Item 22 — CONTRACTS (FDD pages 117–118)
What This Means (2025 FDD)
According to Brightstar Care's 2025 Franchise Disclosure Document, the Right of First Refusal does not apply when a franchisee seeks to transfer multiple Brightstar Care agencies simultaneously. Specifically, if a franchisee or their affiliates own and operate more than one Brightstar Care agency under separate franchise agreements and want to transfer all or some of these agencies to the same transferee in a single transaction or a series of related transactions, Brightstar Care retains the right to limit the transfer to only one specific franchise agreement and agency. This means Brightstar Care is not obligated to approve the transfer of all the agencies involved in the proposed deal.
Brightstar Care reserves this right to ensure the compliant operation of its agencies and to protect the overall reputation and goodwill of the Brightstar Care system. This condition applies even if the proposed transfer involves a controlling ownership interest in the franchisee, especially if the transfer would result in new owners effectively controlling multiple Brightstar Care agencies under different franchise agreements.
This provision allows Brightstar Care to maintain control over who enters the system and ensures that any new owners meet their standards across all locations they might acquire. For a potential franchisee looking to sell multiple units, this means they cannot force Brightstar Care to approve the sale of all units as a package deal; Brightstar Care can pick and choose which units they will allow to be transferred. This could impact the overall value and structure of the sale.