Getting oriented: your reason, timing, and readiness

• To start, why are you considering selling this franchise unit now? Options: Retirement, Health or family reasons, Relocation, Consolidating portfolio, Frustration with franchisor, Other
• Tell me about your ideal timeline for completing a sale, in months. Options: Under 2 months, 2 to 4 months, 4 to 8 months, 8 to 12 months, Flexible / no firm deadline
• When do you need proceeds available by to meet your personal goals or obligations? Options: Immediately, Within 1 month, 1 to 3 months, 3 to 6 months, No hard date
• How firm is that timeline, and what event would force you to change it?
• Which of the following best matches your primary reason for selling this unit? Options: Retirement or exit, Health or family, Refocusing operations, Underperformance, Other
• Describe how emotionally ready you are to hand operating control of this location to someone else. Options: Completely ready, Mostly ready with some concerns, Hesitant but motivated, Not emotionally ready

Where the business wears you down, and what buyers might inherit

• Tell me about the recurring operational problem in this unit that keeps coming back and that a buyer will immediately face.
• In the last 12 months, which operational issue cost the most owner time or cash? Options: Staff turnover, Supply or vendor problems, Declining traffic, Lease or landlord issues, Franchisor compliance tasks, Other
• Who on your current team or vendor list is essential to daily operations and could create friction in a handoff?
• How have you tried to resolve these issues before deciding to list, and what failed?
• Would you pause the sale if a buyer could not satisfy a specific operational requirement imposed by the franchisor? Options: Yes, pause, Proceed with alternative buyer profiles, Negotiate workaround, Unsure

Unit performance and the hard numbers buyers will check

• Walk me through the last full quarter that best reflects normal operations, and point out any anomalies.
• Which single financial metric, revenue, gross margin, or EBITDA, would make you change your asking price immediately? Options: Monthly revenue, Gross margin percentage, Adjusted EBITDA, Owner benefit / SDE, Other
• Describe any owner adjustments, one time expenses, or related party costs that should be removed when we prepare a market valuation.
• Have you maintained three years of tax returns and monthly profit and loss statements ready to share? Options: Yes, all three years ready, Partial records available, Only most recent year, No formal records
• On a scale of 1 to 10, how confident are you that the financials you will provide accurately reflect ongoing unit performance? Options: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10

Franchisor rules, past approvals, and assignment friction

• Why do you think the franchisor has rejected buyers or delayed assignments in this system before?
• Which franchisor requirements for approval or assignment are you already aware of for this franchise system? Options: Minimum personal net worth, Industry experience, Training completion, Background checks, Transfer fees, Other
• Who is your current franchisor contact for approvals and assignment, and how responsive have they been historically? Options: Very responsive, Sometimes responsive, Slow or unresponsive, No direct contact
• Have you received any written compliance notices, pending violations, or remediation requirements from the franchisor in the last 24 months? Options: Yes, active issues, Yes, resolved issues, No notices
• If the franchisor requires retraining, a transfer fee, or a buyer profile change, would you still proceed with the sale? Options: Yes, proceed, Negotiate requirement, Not proceed, Undecided

The other paths you are weighing and why you might stay with them

• Consider the other options available to you, who or what do you trust most to actually close this sale? Options: A broker with franchise experience, Sell privately to known buyer, List as an independent business, Franchisor assisted transfer, Other
• Select from the following alternatives you have actively explored so far. Options: Private word of mouth sale, Local business broker, National franchise broker, Direct franchisor transfer program, No active exploration yet
• What evidence would make you stick with your current private approach instead of hiring an outside broker?
• Have any internal stakeholders proposed trying to find a buyer without outside help? Options: Yes, senior partner suggested DIY, Yes, family suggested DIY, No internal proposals for DIY, Undecided
• Name the broker or service you have most seriously considered and the reason they appealed to you.

Operational readiness: documents, leases, liens, and gating items

• Walk me through the single document or approval currently missing that would stop a buyer assignment.
• List the lease, lender statements, and lien documents you can produce within two weeks.
• Select which of the following documents already exist and are client ready. Options: Franchise agreement, Current lease, Recent P&Ls, 3 years tax returns, Vendor contracts, No documents ready
• Identify who on your team can sign documents and grant permission to share payroll and tax files.
• Has your lender been asked about consent to assignment or buyer financing preapproval? Options: Yes, lender preapproved typical buyers, Yes, lender has conditions, Not yet consulted, Not applicable, no lender
• Would you pause the engagement if a critical document like the franchise agreement or lease cannot be produced within 14 days? Options: Yes, pause, No, continue while documents are collected, Depends on the document, Unsure

Who the buyer needs to be, and the financing constraints that matter

• Why do you think buyers who acquire existing units in this system either succeed or quickly struggle?
• List the buyer credentials you believe are non negotiable for franchisor approval, such as prior ownership, liquid net worth, or industry experience. Options: Prior franchise ownership, Relevant industry experience, Minimum liquid assets, Clean background, Management experience, Other
• Estimate the typical down payment or cash liquidity a buyer must show to close within your timeline.
• Name any prospective buyers or buyer types you have in mind that we should prioritize
• Would you accept seller financing or an earnout if it meaningfully expanded the pool of approved buyers? Options: Yes, open to seller financing, Maybe with limits, No, not acceptable, Depends on terms

Clear success signals, deal breakers, and next step accelerators

• What would a successful sale have to deliver for you to feel it was worth the effort?
• On a scale of 1 to 10, which outcome do you prioritize most: timing, net proceeds, buyer profile fit, or preserving staff roles? Options: Timing, Net proceeds, Buyer profile fit, Preserve staff roles
• Are there any non negotiable conditions that would stop you from signing, for example retaining key staff, buyer restrictions, or minimum net proceeds?
• Could you still sign within your timeline when the highest offer requires a longer escrow or franchisor retraining? Options: Yes, still sign, Only with compensation or concessions, No, timeline is fixed, Undecided
• Before we move forward, which single deliverable from us would most accelerate your confidence to sign a listing agreement? Options: Preliminary valuation, Reference from prior seller in system, List of prequalified buyers, Franchisor contact plan, Other

• Process Walkthrough — Franchise Resale Workflow

• Confirm the current state and its cost
• You confirm the restated current state and accept the quantified cost of delays.
• Provide the last 24 months of unit-level financials, current P&L, and key performance metrics.
• You confirm the presented workflow and timeline will reduce time-on-market and protect sale value for your unit.
• Walk the end-to-end resale workflow and timeline
• Provide franchisor buyer qualification criteria and any recent approval correspondence for similar transfers.
• Confirm preferred exit timing and any constraints on transfer or assignment dates.
• You agree that the confidential marketing and buyer qualification approach will produce franchisor-approved buyers within the agreed timeline.
• Show the confidential marketing and buyer qualification sequence
• Map the three-party approval dynamics and risk controls
• You agree on the immediate evidence required and a target date to start confidential marketing.
• Prepare a one-paragraph public-facing unit summary to use for confidential outreach draft review.
• Validate that this matches your needs
• Agree next evidence and timeline to market

• Process Walkthrough — Franchise Resale Workflow
• Process Walkthrough Deck
• Process Walkthrough Brief

• meeting
• slides
• document

• Business Valuation and Pricing Recommendation
• Prepare Confidential Offering Memorandum
• NDA Execution and Confidential Data Room Setup
• Confidential Buyer Outreach to Pre-Qualified Database
• Buyer Qualification and Franchisor-Requirement Screening
• Coordinate Buyer Financing and Lender Introductions
• Submit Franchisor Approval Package and Liaison
• Franchise Agreement Assignment Preparation
• Lease Assignment and Landlord Coordination
• UCC/Lien Search and Title Clearance Support
• Escrow and Closing Funds Coordination
• Prepare Closing Documents and Settlement Statement
• Post-Closing Transition and Operational Handover

Business Valuation and Pricing Recommendation

• Provide your last three years of unit-level profit and loss statements (or monthly sales if annualized) and note any extraordinary adjustments we should consider
• Which valuation basis do you prefer us to model first for the unit: cash-flow multiple on Seller's discretionary earnings (SDE), multiple of gross sales, or comparable resale comps from the same franchise system Options: SDE multiple, Gross sales multiple, Comparable system comps
• How many years of historical rent and royalty expense detail can you provide to factor into normalized EBITDA calculations Options: Less than 1 year, 1-3 years, More than 3 years
• List any one-time or non-operating items (owner draw, related-party transactions, capital improvements) that should be excluded from the normalized earnings
• Which recent resale transactions in your same franchise system do you know of that we should benchmark against (provide location and sale date)
• Are there known franchisor transfer fees, training costs, or required capital investments the buyer will need that should adjust net proceeds and price positioning Options: Yes, No

Prepare Confidential Offering Memorandum

• Describe the standard materials you currently have for a listing (site photos, equipment list, three years P&L, rent schedule, FDD excerpts)
• Which level of COM detail do you authorize us to include: summary marketing sheet, 10-page executive COM, or full detailed COM with unit-level financials Options: Summary marketing sheet, Executive COM (10 pages), Full detailed COM
• Do you have high-resolution interior and exterior photos and point-of-sale transaction snapshots available for inclusion in the COM Options: Yes, No
• Provide a list of any vendor contracts, equipment leases, or supplier terms to be summarized in the COM
• Which sensitive fields should be redacted or omitted from the COM until a buyer signs an NDA (e.g., employee list, bank statements, customer lists) Options: Employee roster, Bank statements, Customer lists, Supplier pricing, Other
• When would you consider the COM acceptable to release to pre-qualified buyers (examples: after signed NDA and receipt of proof of funds) Options: After signed NDA only, After NDA + proof of funds, After credentialed buyer call

NDA Execution and Confidential Data Room Setup

• Do you have a preferred non-disclosure agreement (NDA) template or will you use our standard NDA for confidential disclosures Options: You will provide NDA, Use our standard NDA, Need to review both
• Which authentication or signature method do you require for the NDA: electronic signature, countersigned PDF, or in-person signature Options: Electronic signature, Countersigned PDF, In-person signature
• List the specific documents you want stored in the confidential data room (e.g., three years P&L, lease, FDD, equipment list, vendor contracts)
• Which user access tiers should the data room support for viewers (summary-only, full access after NDA, admin-only documents) Options: Summary-only, Full access after NDA, Admin-only
• Do you require audit logs for data-room downloads and document views to be provided as part of the engagement Options: Yes, No
• What evidence will validate that the NDA and data room are ready to release confidential materials (signed NDA on file and access credentials issued) Options: Signed NDA on file and credentials issued

Confidential Buyer Outreach to Pre-Qualified Database

• Which outreach channels do you authorize for confidential marketing: direct outreach to pre-qualified buyers, broker network, or targeted email to vetted candidates Options: Direct outreach to pre-qualified buyers, Broker network, Targeted email to vetted candidates
• How many buyer contacts in your franchise system would you like prioritized (e.g., existing franchisees in the same brand, multi-brand operators with the market) Options: Local system franchisees, Regional multi-unit operators, National investors
• Do you permit outreach that references annual sales ranges or must outreach remain high-level until buyer qualification Options: Reference sales ranges, High-level only until qualification
• Provide any geographic constraints for buyer sourcing (e.g., only buyers with local market presence, out-of-state buyers allowed)
• Which materials should be used for initial outreach (summary marketing sheet, teaser without financials, or buyer qualification form) Options: Summary marketing sheet, Teaser without financials, Buyer qualification form
• Do you require that all outreach recipients sign the NDA before receiving any unit-level financials Options: Yes, No

Buyer Qualification and Franchisor-Requirement Screening

• What minimum buyer financial documentation do you require for a qualified buyer: lender pre-approval letter, net worth statement, proof of liquid capital Options: Lender pre-approval, Net worth statement, Proof of liquid capital
• Which buyer background checks should be performed before sending the COM (credit check, business experience verification, franchisor references) Options: Credit check, Business experience verification, Franchisor references
• Provide the franchisor's common approval thresholds you are aware of (minimum net worth, liquid assets, prior industry experience) for this brand
• Do you want us to pre-screen buyers specifically for franchisor training availability or willingness to attend required franchise training programs Options: Yes, No
• Which buyer ownership structures are acceptable to you (individual, existing multi-unit operator, LLC or investor group) Options: Individual, Existing multi-unit operator, LLC or investor group
• How quickly must a buyer demonstrate qualifying documentation after being identified (examples: within 7 days, 14 days, or on request) Options: Within 7 days, Within 14 days, On request

Coordinate Buyer Financing and Lender Introductions

• Do you want introductions to specialty lenders who finance franchise resales or only to conventional SBA lenders Options: Specialty franchise resale lenders, Conventional SBA lenders, Both
• Which financing structures are acceptable for the transaction (seller carry-back, third-party loan, partial cash with escrow holdback) Options: Seller carry-back, Third-party loan, Partial cash with holdback
• What minimum proof of financing should a buyer present before franchisor approval submission (pre-approval letter, proof of funds for down payment) Options: Pre-approval letter, Proof of funds for down payment, Both
• Provide any lender restrictions you are aware of that affect the sale (e.g., existing lender consent required, subordinate financing prohibited)
• Would you like us to coordinate a lender call with the buyer to confirm cashflow underwriting assumptions from the listing financials Options: Yes, No
• Which deadlines should we enforce for financing contingency removal (examples: 30 days after contract signing or upon receipt of conditional approval) Options: 30 days after signing, Upon conditional approval, Custom timeline

Submit Franchisor Approval Package and Liaison

• Which franchisor documents must be included in the approval package per the franchise agreement: buyer application, personal financial statement, criminal background release Options: Buyer application, Personal financial statement, Criminal background release
• Do you have the franchisor contact for approvals and a known point of entry for submission, or should we identify the correct franchisor approval liaison Options: You have franchisor contact, We should identify franchisor liaison
• Provide any known franchisor timelines for approval review that will affect the deal (examples: 30-day review, background checks taking up to 45 days)
• Are there franchisor-required transfer fees or escrowed funds that must be collected before submitting the approval package Options: Yes, No, Unknown
• Which documents will you provide for the approval package: executed purchase agreement, buyer credentials, training certificates, updated FDD acknowledgments
• What evidence will validate franchisor approval submission is complete (confirmation email from franchisor with submission ID or checklist) Options: Franchisor confirmation email or checklist

Franchise Agreement Assignment Preparation

• Which version of the franchise agreement will be used for assignment: the current executed agreement on file or an updated form supplied by franchisor Options: Current executed agreement, Updated franchisor form, Unknown
• Do you have executed originals of the current franchise agreement and all amendments to include in the assignment packet Options: Yes, No
• List any required assignment exhibits the franchisor typically requires (training completion certificates, certificate of insurance, proof of business registration)
• Which statutory or jurisdictional filings may be needed for assignment (state business registration changes, local health permits transfer)
• Do you expect the franchisor to require an assignment amendment that changes fees or territory, and should we negotiate that with franchisor counsel Options: Yes, No, Unsure
• Who in your organization will provide signed consent documents for the assignment packet (provide name and role)

Lease Assignment and Landlord Coordination

• Does the unit operate under a written lease and can you provide a fully executed lease with current rent schedule and amendment history Options: Yes, No
• Which lease clauses are relevant for assignment: landlord consent clause, transfer fee, recapture rights, or required financial guarantees Options: Landlord consent, Transfer fee, Recapture rights, Financial guarantees
• Provide the landlord's contact and any known standard landlord documentation required for consent (consent form, estoppel certificate, insurance requirements)
• Do you require us to negotiate landlord consent terms such as timing, cure periods, or release of personal guarantors Options: Yes, No
• When must landlord consent be obtained relative to closing in your preferred timeline (before escrow opening, concurrent with franchisor approval, or prior to assignment) Options: Before escrow opening, Concurrent with franchisor approval, Prior to assignment
• Are there rent arrears, CAM disputes, or outstanding landlord notices that must be cleared before landlord will consent Options: Yes, No, Unknown

UCC/Lien Search and Title Clearance Support

• Do you have existing UCC-1 financing statements or liens against inventory, equipment, or receivables that we should enumerate Options: Yes, No, Not sure
• Which jurisdictions should the UCC and lien search cover (state of organization, state of business operations, county filings)
• Provide serial numbers or asset lists for any titled equipment so we can verify UCC collateral descriptions match physical assets
• Do you require a clearance opinion or a transactional UCC payoff quote to be prepared for escrow Options: Clearance opinion, UCC payoff quote, Both, None
• Are there any outstanding judgments or tax liens at the county or state level that could affect title transfer Options: Yes, No, Unknown
• Who is your current secured lender or leasing company so we can request payoff figures and lien release language

• Listing Agreement
• Master Services Agreement (MSA)
• Statement of Work (SOW)
• Confidential Marketing & NDA
• Exclusivity Addendum
• Seller Representations & Warranties
• Buyer Outreach & Franchisor Coordination Authorization
• Commission Payment Authorization & Escrow Instructions
• Termination & Refund Schedule

• Closing Day Health Check
• First Post-Close Measurement
• Transition Acceptance Gate (Day 90)
• Quarterly Post-Sale Check-in

• Schedule the next quarterly check-in and circulate the pre-read update 5 business days in advance.
• Document a clear acceptance decision for the post-sale transition and close the transition checklist or record conditional items.
• Identify any remaining warranty or holdback items and agree remediation owners and firm dates to close them.
• Ensure there is a documented channel for escalation until all conditional items are resolved.
• Publish the acceptance record in the shared workspace with the status of each acceptance criterion.
• Create remediation tasks for any conditional or unmet criteria with target completion dates.
• Establish a persistent shared channel for post-close issues and document its access and response expectations.
• Review open warranty and holdback items
• Keep open warranty/holdback item count trending to zero and identify any items at risk of remaining open.
• Maintain an average time-to-resolution within the agreed target or document remediation steps if not met.
• Confirm seller reference capture is complete or document outstanding consents and a plan to obtain them.
• Update the shared issue log with current statuses and target dates for each open warranty or holdback item.
• Request remaining seller reference consents and publish captured references to the designated folder.
• Re-confirm post-closing checklist
• Confirm all core closing documents are executed and stored in the shared transaction folder.
• Verify initial funds movement and note any escrow holdbacks or conditions.
• List any immediate post-closing issues with owners and target resolution dates.
• Publish the final closing package to the shared transaction folder and notify parties.
• Open remediation tickets for each discrepancy with expected resolution dates.
• Confirm franchisor contact has acknowledged receipt of assignment documents and record confirmation.
• Present funds disbursement status
• Reach at least 90 percent of final funds disbursed or document the specific conditions preventing full disbursement.
• Reduce outstanding post-closing item count with target close dates for each open item.
• Document the root cause for any delays and a remediation plan with dates.
• Provide an itemized disbursement statement showing amounts paid, holdbacks, and expected release dates.
• Assign and log remediation tasks for each open post-closing item with a target close date.
• Escalate any franchisor-related holdbacks to the franchisor contact with a requested resolution timeline.
• Restate transition acceptance criteria
• Verify funds and escrow status
• Present outcome data against criteria
• Measure time-to-resolution
• Review outstanding post-closing items
• Confirm seller reference capture and permission
• Diagnose root causes for any open items or payment delays
• Confirm franchisor assignment and approval
• Document pass or conditional pass per criterion
• Agree corrective actions and timelines
• Capture formal acceptance decision
• Agree follow-up and maintenance actions
• Deliver final transaction package
• Identify immediate remediation items