M&A

Bailiwick Capital is a San Jose, California-based fund-less sponsor. In the world of mergers and acquisitions, the financial sponsor community plays a significant role in acquiring businesses, frequently competing with strategic buyers. The financial sponsor community is comprised of multi-billion dollar, institutionally backed funds, smaller institutional funds, pledge funds and fund-less sponsor like Bailiwick, who raise equity and debt capital for transactions on a deal-by-deal basis.

Value Proposition
Bailiwick offers an excellent value proposition as a fund-less sponsor to equity investors focused at the lower end of the middle market, particularly in chain restaurant companies. Bailiwick offers each transaction the following value:

  • Industry expertise. Bailiwick brings over 30 years of experience in the restaurant industry in the areas of casual and fine dining development, operations and franchising; and over 20 years of corporate finance, private equity, private debt, M&A experience.
  • Managing opportunities and risks. Bailiwick offers a unique combination of business and finance experience that brings a skilled perspective to challenges facing growth restaurant and retail companies and their management teams.
  • Excellent strategic advice. Substantiated by our track record advising chain restaurant and retail operators and corporate leadership with rollout strategies, concept development, franchising, feasibility, M&A, capital procurement, add-on acquisitions and other growth initiatives.
  • An objective partner with value-added interaction. Bailiwick is more than a “finder”. It participates with management and equity sponsors and contributes to the primary goal of maximizing the total value of the Company for the term of the investment, which serves as a differentiating value-added resource to management.
  • Possesses well-established relationships. Enhanced credibility and access to capital through our strong relationships that generate attractive acquisition and liquidity opportunities.
  • Access to management. Bailiwick is able to leverage significant industry resources in the consumer sector to stimulate management buyout opportunities and attract talented managers for placement in those acquisitions Bailiwick originates.
  • Has direct experience. Bailiwick has participated as a fundless sponsor and managed the internal corporate development and CFO functions of emerging growth chains of the size targeted in this plan.

Pro Forma Transaction
Bailiwick will source and evaluate regional and national chain restaurant and retail investment opportunities that possess the following attributes:

  • Greater than $2 million of company-level EBITDA
  • Single or multiple markets penetrated with unrealized growth opportunities
  • Significant opportunity to expand outside of core market
  • Attractive concept attributes with high guest frequency
  • Superior branding and social media strategy
  • Under-performing take out business
  • Franchise system in place or may be franchised
  • Casual, upscale casual or quick casual segment
  • Small footprint of less than 3,000 sq. ft.
  • Superior unit economics
  • Stable unit level management team
  • Solid real estate leases with at least 5 years average remaining term

As a fund-less sponsor, Bailiwick will:

  • Source, evaluate, value and structure a pro forma transaction
  • Draft letter of intent
  • Secure a lock up agreement
  • Arrange for bank and mezzanine debt
  • Source and secure private equity sponsorship
  • Recruit a qualified CEO to assemble a team as necessary
  • Coordinate and assist sponsors with due diligence efforts
  • Assist the equity sponsor and lenders as required to close the transaction
  • Provide ongoing fee-based consulting to equity sponsor and management
  • Participate at the board level