Re: CONFIDENTIAL: Kansas City

From
Nina Kani <nkani@thekey.com>
To
Timothy Thomas <tt@thekey.com>
CC
Melissa Reyes <melissa.reyes@thekey.com>, Geraldine Terlecki <gerri.terlecki@thekey.com>, Steve Koyanagi <skoyanagi@thekey.com>
Date
Wed, 3 Sep 2025 10:25:58 -0700
Folder
INBOX
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/>