Ocean Tomo’s role as advisor on this engagement involved a comprehensive, multi-pronged approach which allowed the team to deliver integrated enterprise valuation, intellectual property valuation, and license structuring advisory services in support of the Company’s liability management exercise and related IP-backed capital raising activities.

The engagement began with an independent IP valuation of the Company’s brand and operating IP assets including trademarks, trade dress, recipes, and proprietary operational know-how.  The team segmented the IP valuation across several distinct revenue channels and geographies to comply with the Company’s basket value size and structuring requirements.  Ocean Tomo also delivered an Orderly Liquidation Value (OLV) of the IP assets utilizing a Market Approach based on an analysis of comparable distressed restaurant transactions.  Simultaneously, Ocean Tomo performed an enterprise valuation of the Company’s business.

A critical component of the engagement was Ocean Tomo’s advisory role in structuring affiliate licensing transactions arising from the LME, including the grant-back of the Company’s brand and operating IP assets to the operating entities.  Ocean Tomo’s analysis informed the arm’s-length pricing of these intercompany arrangements, ensuring that the royalty rates and license terms were defensible under applicable transfer pricing, tax, and valuation standards.

Ocean Tomo, a part of J.S. Held, delivered two independent valuation reports – an IP valuation (under both going-concern and liquidation premises) and an enterprise valuation – as well as license structuring and royalty rate benchmarking services to the Company and its legal counsel.  Ocean Tomo’s work product supported the Company’s liability management exercise and capital raising efforts.  This engagement demonstrates Ocean Tomo’s ability to deliver integrated, multi-disciplinary advisory services – combining enterprise and IP valuation expertise, license structuring, and transaction advisory – in support of complex cross-border liability management and restructuring matters.