What is the base transfer fee for a Floyds 99 development agreement?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
- 8.5 Specific Types of Transfers.
Developer acknowledges that Franchisor's right to approve or disapprove of a proposed sale or transfer, and all other requirements and rights related to such proposed sale or transfer, as provided for above, shall apply (1) if Developer is a partnership or other business association, to the addition or deletion of a partner or members of the association or the transfer of any partnership or membership among existing partners or members; (2) if Developer is a corporation or limited liability company, to any proposed transfer or assignment of 25% or more of the ownership interests of Developer, whether such transfer occurs in a single transaction or several transactions; and (3) if Developer is an individual, to the transfer from such individual or individuals to a corporation or limited liability company controlled by them, in which case Franchisor's approval will be conditioned upon: (i) the continuing personal guarantee of the individual (or individuals) for the performance of obligations under this Agreement; (ii) the issuance and/or transfer of ownership interests which would affect a change in ownership of 25% or more of the stock or membership units in the company being conditioned on Franchisor's prior written approval; (iii) a limitation on the company's business activity to that of operating
as a Developer and operator of the FLOYD'S 99 Shops developed pursuant to this Agreement and related activities; and (iv) other reasonable conditions. With respect to a proposed transfer as described in subsection (1) and (3) of this Section, Franchisor's right of first refusal to purchase, as set forth above, shall not apply and Franchisor will waive any transfer fee chargeable to Developer for a transfer under these circumstances.
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
The 2025 Floyds 99 Franchise Disclosure Document outlines specific conditions regarding transfer fees for development agreements. If the transfer involves a partnership or business association adding/deleting partners, or if an individual transfers to a corporation/LLC they control, Floyds 99 will waive any transfer fee chargeable to the developer. However, this waiver is conditional. For individual transfers to a controlled entity, the individual must continue to personally guarantee obligations, ownership changes of 25% or more require Floyds 99's approval, and the company's business activity must remain focused on operating Floyds 99 shops.
If a Developer wishes to transfer its rights under the Development Agreement, Floyds 99 has a 90-day right of first refusal to purchase such rights on the same terms and conditions as are contained in the written offer to purchase submitted to Developer by the proposed purchaser. The 90-day right of first refusal period will run concurrently with the period in which Floyds 99 has to approve or disapprove the proposed transferee.
If the consideration or manner of payment offered by a third party is such that Floyds 99 may not reasonably be required to furnish the same, then Floyds 99 may purchase the interest which is proposed to be sold for the reasonable cash equivalent. If the parties cannot agree within a reasonable time on the cash consideration, an independent appraiser shall be designated by Floyds 99, whose determination will be binding upon the parties. All expenses of the appraiser shall be paid for equally between Floyds 99 and the Developer. If Floyds 99 chooses not to exercise its right of first refusal, Developer shall be free to complete the sale, transfer or assignment, subject to compliance with other transfer requirements.