FYI Tim and I g-chatted about this and he's going to connect with the
potential buyer about adding a standard closing condition of a certain
number of employees agreeing to stay on/accept an employment offer from his
company.
Tim, keep us updated on how negotiations progress/if you need additional
support.
On Wed, Sep 3, 2025 at 10:51 AM Timothy Thomas <tt@thekey.com> wrote:
> Dane has asked if he can speak with our current operation team to ensure
> that they would stay on post acquisition as he would be an absent owner.
> Thoughts on how to navigate this?
>
> On Wed, Sep 3, 2025 at 1:29 PM Timothy Thomas <tt@thekey.com> wrote:
>
>> Understood, thanks
>>
>> On Wed, Sep 3, 2025 at 1:26 PM Nina Kani <nkani@thekey.com> wrote:
>>
>>> We would certainly agree to that for any period of time that he is
>>> operating under an MSA; however, after his full ownership we have never
>>> allowed a third party to license the brand outside of franchisees. That
>>> would be something to discuss with Chris, and certainly we would have to
>>> factor the value of the license as part of the sale, or an ongoing payment.
>>>
>>> Nina
>>>
>>> On Wed, Sep 3, 2025 at 10:20 AM Timothy Thomas <tt@thekey.com> wrote:
>>>
>>>> Thanks Nina.
>>>>
>>>> I spoke with Dane (the previous franchise owner) earlier today and he
>>>> is interested, so I will run down these options with him.
>>>>
>>>> He also asked if there was an option of licensing the Home Care
>>>> Assistance brand. Thoughts?
>>>>
>>>> On Wed, Sep 3, 2025 at 1:13 PM Nina Kani <nkani@thekey.com> wrote:
>>>>
>>>>> Tim -
>>>>>
>>>>> Here is the LOI term sheet template.
>>>>>
>>>>> --Ideally, we do a clean asset deal at a purchase price that we can
>>>>> agree to. We have also done earn outs where
>>>>> --Alternatives to a closing only payment arrangement would be (1)
>>>>> revenue share for a period of time following closing, (2) earn outs based
>>>>> on the buyer's net revenue, (3) payment at close and a second payment at
>>>>> license transfer.
>>>>> --If needed, we could do an MSA and allow him to operate the
>>>>> business under our license until the incense is transferred, provided he
>>>>> takes on all indemnity for the duration of his operational control.
>>>>>
>>>>> Nina
>>>>>
>>>>> On Tue, Sep 2, 2025 at 1:43 PM Nina Kani <nkani@thekey.com> wrote:
>>>>>
>>>>>> Thanks Tim, that sounds close to how I recall valuations out of our
>>>>>> BD group as well. I have a template Letter of Intent that I can share with
>>>>>> you that covers the key topics you'd want to get agreement on, including of
>>>>>> course the price as well as timing and personnel, etc. I think a call makes
>>>>>> sense to get alignment.
>>>>>>
>>>>>> On Tue, Sep 2, 2025 at 1:25 PM Timothy Thomas <tt@thekey.com> wrote:
>>>>>>
>>>>>>> To clarify, we were valued at 6-7x EBITDA during the acquisitions.
>>>>>>> Happy to meet at your earliest convenience. Thanks
>>>>>>>
>>>>>>> On Tue, Sep 2, 2025 at 3:59 PM Melissa Reyes <
>>>>>>> melissa.reyes@thekey.com> wrote:
>>>>>>>
>>>>>>>> Gerri, Steve and Nina,
>>>>>>>>
>>>>>>>> Tim is speaking to the previous Franchise Owner in Kansas City
>>>>>>>> tomorrow at 10:30am and who is potentially interested in an asset sale that
>>>>>>>> includes the license and the team members. NDA has been signed and Tim
>>>>>>>> would like to be able to discuss the asking price. Tim shared from
>>>>>>>> experience it is typically 6-7% of net revenue. Can you advise how we
>>>>>>>> should proceed?
>>>>>>>>
>>>>>>>> Please let me know if you would like to jump on a call to discuss
>>>>>>>> in more detail. Ultimately want to arm Tim with something for tomorrow
>>>>>>>> morning.
>>>>>>>>
>>>>>>>> Thank you
>>>>>>>>
>>>>>>>>
>>>>>>>> --
>>>>>>>> * Melissa Reyes *
>>>>>>>> President of Client Services
>>>>>>>> (916)743-0530
>>>>>>>> melissa.reyes@thekey.com
>>>>>>>> TheKey.com
>>>>>>>>
>>>>>>>> [image: TheKey] <https://homecareassistance.com/>
>>>>>>>>
>>>>>>>
>>>>>>
>>>>>> --
>>>>>> Nina Kani
>>>>>> General Counsel and Chief Compliance Officer
>>>>>> * Please note my email has changed: *
>>>>>> nkani@thekey.com <https://brand.thekey.com/esg/nkani@thekey.com>
>>>>>> 650-416-1496
>>>>>> TheKey.com <https://www.thekey.com/>
>>>>>> [image: TheKey] <https://homecareassistance.com/>
>>>>>>
>>>>>
>>>>>
>>>>> --
>>>>> Nina Kani
>>>>> General Counsel and Chief Compliance Officer
>>>>> * Please note my email has changed: *
>>>>> nkani@thekey.com <https://brand.thekey.com/esg/nkani@thekey.com>
>>>>> 650-416-1496
>>>>> TheKey.com <https://www.thekey.com/>
>>>>> [image: TheKey] <https://homecareassistance.com/>
>>>>>
>>>>
>>>
>>> --
>>> Nina Kani
>>> General Counsel and Chief Compliance Officer
>>> * Please note my email has changed: *
>>> nkani@thekey.com <https://brand.thekey.com/esg/nkani@thekey.com>
>>> 650-416-1496
>>> TheKey.com <https://www.thekey.com/>
>>> [image: TheKey] <https://homecareassistance.com/>
>>>
>>