What information must a Brueggers Bagels franchisee provide when proposing a transfer?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
usiness entity, on the business skill, financial capacity, and personal character of Franchisee's owners and management). Accordingly, except as provided in Section 16.3, neither you nor any immediate or remote successor to any interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you, will sell, assign, transfer, convey, pledge, encumber or give away any direct or indirect interest in this Agreement, in you, or in substantially all of the assets of the Bakery, without our prior written consent as provided in Sections 16.5 and 16.7, which will not be unreasonably withheld. You must notify us in writing of any proposed transfer at least thirty (30) days before the transfer is to take place, and must provide all information and documentation relating to the proposed transfer that we reasonably request.
- 16.3. Employee Ownership Plan. If Franchisee is a business entity, your owner or owners may, without our prior written consent, sell, assign, transfer or give away to employees of Franchisee an aggregated amount of not more than twenty percent (20%) of Franchisee's outstanding equity, including the equity interest granted to the Operating Partner as required under Section 8.21 above provided: (i) we receive written notice of each transfer at least thirty (30) days before the transfer, which notice must identify the transferee, describe the transferee's position of employment, and include a calculation demonstrating that the planned transfer complies with this Section 16.3; and (ii) the transfer, when combined with all prior transfers of equity in Franchisee, does not result in a transfer of more than twenty percent (20%) of the outstanding equity or in a change of control of Franchisee.
- 16.4. Our Right of First Refusal. We have the right, exercisable within thirty (30) days after receipt of a written request for our approval of a proposed transfer pursuant to this Section 15.2, to purchase the interest proposed to be transferred. The request for approval of transfer must include a true and complete copy of the term sheet, letter of intent, proposed purchase agreement, assignment document, or any other document necessary to implement the transfer, and not be subject to financing or any other contingencies. Our thirty (30) day period for determining whether or not to exercise our right of first refusal will not begin until the transferor has provided all information and documentation required hereunder in a form and substance satisfactory to us. If we desire to exercise our right of first refusal, we will do so by providing written notice (the "Purchase Notice") to the transferor, as follows:
- 16.4.1. If the transfer is proposed to be made pursuant to a sale, we may purchase the interest proposed to be transferred on the same financial terms and conditions offered by the third party.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels' 2025 Franchise Disclosure Document, a franchisee must notify Brueggers Bagels in writing at least 30 days before any proposed transfer. This notification must include all information and documentation relating to the proposed transfer that Brueggers Bagels reasonably requests. This requirement ensures that Brueggers Bagels has ample time to assess the potential transferee and the terms of the transfer.
For transfers to an affiliated franchisee or operating partner, Brueggers Bagels requires written notice at least 30 days in advance. This notice must identify the transferee, describe their position of employment, and include a calculation demonstrating that the planned transfer complies with the specific requirements outlined in Section 8.3 of the franchise agreement. If the franchisee is a business entity, a transfer of equity to employees is permitted without prior written consent if it meets certain conditions: the company receives written notice 30 days before the transfer, the notice identifies the transferee and their position, and a calculation shows compliance with Section 8.3.
Additionally, the transfer, when combined with all prior transfers, must not exceed 20% of the outstanding equity or result in a change of control of the franchisee. These stipulations allow Brueggers Bagels to maintain control over the ownership and management of its franchises, ensuring that any changes align with the brand's standards and operational requirements. The franchisee must also pay a transfer fee of $5,000.
If the transferee is an existing Brueggers Bagels developer or franchisee, they must not be in default under their agreements with Brueggers Bagels and must have a good record of customer service and compliance with operating standards. Whether or not the transferee is an existing Brueggers Bagels developer or franchisee, they must demonstrate that they meet Brueggers Bagels' educational, managerial, and business standards, possess good moral character, business reputation, and credit rating, have the aptitude and ability to conduct the business, and have adequate financial resources and capital to fulfill the obligations under the franchise agreement.