If a Brueggers Bagels franchisee desires to offer securities in a private offering, what right does Brueggers Bagels have?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
m performing his or her obligations under this Agreement (i) for a period of 30 or more consecutive days, or (ii) for 60 or more total days during a calendar year. In the case of transfer by bequest or by intestate succession, if the heirs or beneficiaries are unable to meet the conditions of Section 16.5, the executor may transfer the decedent's interest to another successor that we have approved, subject to all of the terms and conditions for transfers contained in this Agreement. If an interest is not disposed of under this Section 16.6 within one (1) year after the date of death or appointment of a personal representative or trustee, we can terminate this Agreement under Section 16.2.8.
- 16.7. Private Securities Offering. If you or any Owner desires to offer securities in a private offering, the offering will be subject to all of the conditions of Section 16, including our right of first refusal. All materials required for the offering by federal or state law must be submitted to us for review and consent before use. No offering may imply, by use of the Proprietary Marks or otherwise, that
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels's 2025 Franchise Disclosure Document, if a franchisee or any owner wishes to offer securities in a private offering, the offering is subject to all the conditions outlined in Section 16 of the agreement, which includes Brueggers Bagels's right of first refusal. The franchisee must submit all materials required for the offering by federal or state law to Brueggers Bagels for review and consent before they are used.
Brueggers Bagels stipulates that no offering can imply, through the use of proprietary marks or otherwise, that Brueggers Bagels is participating in underwriting, issuing, or offering the securities. The review of the offering materials by Brueggers Bagels will be limited solely to the relationship between the franchisee and Brueggers Bagels. Additionally, all participants in the offering must fully indemnify Brueggers Bagels in connection with the offering.
For each proposed offering, Brueggers Bagels may require the franchisee to pay a non-refundable fee of up to $10,000, in addition to the transfer fee under Section 16.5, to cover the costs and expenses associated with reviewing the proposed offering. The franchisee is obligated to provide written notice to Brueggers Bagels at least thirty (30) days before the commencement date of any offering for which Brueggers Bagels has completed its review and consented to the offering materials. Failure to comply with these stipulations could result in the offering being deemed noncompliant and potentially void, constituting a material breach of the agreement.