Is a Burger King franchisee permitted to imply that BKC is participating in the underwriting, issuance, or offering of securities by the franchisee?
Burger_King Franchise · 2025 FDDAnswer from 2025 FDD Document
Neither Franchisee nor any Owner may directly or indirectly offer securities, partnership or any other ownership interests in Franchisee to the public, by private offering or otherwise, unless, in addition to obtaining the prior written consent of an authorized officer of BKC as required above, such transferor complies with all policies or guidelines BKC may then have in effect for approval of a proposed distribution of securities or partnership interests of franchisees. Franchisee and any other participants in any such offering of securities, partnership or other interests shall fully indemnify BKC in connection with such offering, as provided in Section 13.E(2) of this Agreement. All materials required for such offering by federal or state law shall be submitted to BKC for review prior to their being filed with any governmental agency; and any materials to be used in any exempt offering shall be submitted to BKC for review prior to their use. No offering of any such securities shall imply (by use of the BURGER KING Marks or otherwise) that BKC is participating in the underwriting, issuance, or offering of securities by Franchisee;
and BKC's review of any offering shall be limited solely to the subject of the relationship between Franchisee and BKC. Franchisee shall give BKC written notice at least thirty (30) days prior to the date of commencement any offering or other transaction covered by this Section 15.C.
Source: Item 22 — CONTRACTS (FDD pages 125–127)
What This Means (2025 FDD)
According to Burger King's 2025 Franchise Disclosure Document, a franchisee is not allowed to imply that Burger King Company (BKC) is involved in the underwriting, issuance, or offering of securities by the franchisee. This restriction is in place to ensure that investors do not mistakenly believe that Burger King is backing or guaranteeing the franchisee's securities offerings.
Before offering securities, partnership, or any other ownership interests, a Burger King franchisee must first obtain written consent from an authorized officer of BKC and comply with any policies or guidelines BKC has in effect for such distributions. The franchisee must also indemnify BKC in connection with the offering. All materials required for the offering by federal or state law, or for any exempt offering, must be submitted to BKC for review before being filed with any governmental agency or used.
Burger King's review of any offering is limited to the relationship between the franchisee and BKC. The franchisee is required to provide BKC with written notice at least thirty days before starting any offering or transaction covered by this section. This ensures Burger King has ample time to review the materials and assess any potential impact on the Burger King brand and system.