Deal #1 · Primary Acquisition · 11 Locations · LOI Deadline June 30, 2026
~$2M
Purchase Price
$13.3M
TTM Revenue
~1.4x
Entry Multiple
6–8x
Target Exit
Jun 30
LOI Deadline
Buy-Side M&A
11 NYC + LV Locations
$20MM Mandate
Private Credit
Franchise Roll-Up
HoldCo Formation
6–8x Exit Target
Prepared by Emanay Advisors · Confidential · June 2026
Notice
Confidentiality & Disclaimer
PLEASE READ BEFORE PROCEEDING.
This Confidential Information Memorandum ("CIM") has been prepared by Emanay Advisors LLC on behalf of Buttercup Brands and its principal, Joy Vertz, for the exclusive use of qualified prospective capital partners and co-investors who have executed a Non-Disclosure Agreement. This document and the information contained herein are strictly confidential.
Restrictions
ReproductionNot permitted without written consent
DistributionAuthorized recipients only
NDA RequiredYes — prior to receipt
Securities OfferingThis is NOT a securities offering
Financial DataPreliminary & unaudited
Doc ReferenceJV-MABS-CIM-2026-06
Contact — Emanay Advisors LLC
Lead AdvisorAlexandre Camus
TitleManaging Member
Emailalex@emanay.io
Phone+1 786-835-7342
Capital AdvisoryIvan — ivan@emanay.io
LegalEmanay Law Group PLLC
Emanay Inc., operating under the trade name Emanay Advisors, does not offer, solicit, or sell securities. Nothing herein constitutes legal, tax, financial, or investment advice. All projections are forward-looking statements subject to material risks and uncertainties. Prospective investors should conduct independent due diligence and seek independent professional counsel.
Index
Table of Contents
DOCUMENT STRUCTURE.
#
Section
Description
01
Executive Summary
The roll-up thesis, deal structure, and investment rationale in brief
02
Sponsor Profile
Joy Vertz — background, track record, and 2023 Franchisee of the Year credentials
03
History & Timeline
Sponsor's 8-year platform build from 0 to 8 locations across 4 states
04
Current Portfolio
8-location existing platform — financials, ownership, and operating profile
05
Operations & Systems
Infrastructure, technology, staffing model, and Drybar brand framework
06
Deal #1 — Primary Acquisition
11 locations (NYC Metro + LV) · ~$2M purchase · ~$13.3M TTM · LOI Jun 30 ⚡
07
Deal #2 — Las Vegas
3 additional LV locations · motivated seller · concurrent with Deal #1 APA
08
Pipeline — West Coast
13 LA-area locations on hold pending seller litigation · $15M TTM
Debt stack · equity · Emanay Capital placement strategy
15
Risk Register
12 identified risks with probability, impact, and mitigation for each
16
Transaction Timeline
Critical path from LOI to close — 90-day sprint
17
Emanay Deal Team
Advisory, legal, accounting, and capital teams
18
Data Room Index
Complete document inventory — all materials on file
Section 01
Executive Summary
THE ROLL-UP OPPORTUNITY.
Buttercup Brands is acquiring an established, cash-flowing 11-location Drybar franchise portfolio in New York City and Las Vegas at a 1.4x trailing EBITDA entry multiple — an institutional-quality franchise credit deal priced at distressed multiples because of seller urgency, not business quality.
11
Deal #1 Locations
10 NYC Metro + 1 LV Fashion Show
$13.3M
TTM Combined Revenue
Jan 2026 TTM · P&Ls on file
$1.4M
TTM EBITDA
Combined 11 locations
~1.4x
Entry Multiple
EBITDA basis · ~$2M purchase price
6–8x
Target Exit Multiple
At $5M+ platform EBITDA
$30–40M+
Platform Exit Value
35+ location build-out
8
Existing Locations
4 states · WI · IL · IN · MT
Jun 30
LOI Hard Deadline
2026 · Non-negotiable
"This is not a turnaround. These are profitable, operating salons with existing customer bases and Barfly membership revenue — being sold at 1.4x EBITDA because the seller needs liquidity, not because the business is broken."
Alexandre Camus · Managing Member · Emanay Advisors LLC
Why the Entry Multiple Is This Low
Seller MotivationDB Holdings needs cash to purchase equity stake in another company
Prior BuyerApple Pie Capital withdrew — created urgency
LOI DeadlineJune 30, 2026 — hard deadline creates price pressure
Business QualityOperating, profitable, established membership base
Sponsor RelationshipJoy previously acquired Chicago locations from same seller (2021)
Full build (35+ locs)$5M+ platform EBITDA achievable
Exit at6–8x = $30–40M+ platform value
Section 02
Sponsor Profile
2023 DRYBAR FRANCHISEE OF THE YEAR.
Joy Vertz is among the most accomplished independent Drybar operators in the country — 8 years in the system, top 10% nationally, 2023 Franchisee of the Year, prior M&A experience with the same seller, and a marketing infrastructure advantage through her spouse's national agency.
Sponsor Identity
Full NameJoy Nadine Vertz (née Gerrits)
EntityButtercup Brands · Multiple Drybar LLCs
Home BaseMilwaukee, WI
Years in System8+ years (since February 2018)
Award2023 Drybar Franchisee of the Year
System RankingTop 10% nationally
Salary (Operating)$312,000/year
SpouseOwns national marketing agency — deployed across portfolio at zero cost
Prior M&A Experience — Same Seller
TransactionAsset Purchase Agreement — Nov 1, 2021
SellerDB Holdings Shops LLC (same seller as Deal #1)
Locations AcquiredLincoln Park · River North · Midland Hotel Chicago
IntegrationSuccessful — all three locations operating profitably
SignificanceProven ability to close APA, integrate staff, transfer franchises with this specific counterparty
Pre-Drybar Background
20+ years running a successful service business in the art industry. Taught business operations nationally. Deep expertise in finance, marketing, operations, and team development — skills that transfer directly to multi-unit franchise operations.
Marketing Advantage
Joy's spouse owns a national marketing agency deployed across the entire Drybar portfolio at zero incremental cost. This creates a structural marketing advantage that independent operators cannot replicate — directly driving membership growth and guest acquisition.
Financial Profile
Annual salary$312,000
Monthly income$25,000
Monthly expenses~$7,000
Mortgage$1,200/mo
Personal financialsOn file in data room
Section 03
History & Platform Build
8 YEARS. 4 STATES. 8 LOCATIONS.
Joy Vertz built the Buttercup Brands platform from scratch — two locations in Year 1 to eight across four states today, with a 2023 Franchisee of the Year recognition and a proven playbook for acquisition, integration, and expansion.
Pre-2018
20+ Years — Service Business & National Trainer
Built and operated a successful service business in the art industry. Taught business operations nationally, developing deep expertise in finance, marketing, operations, and team development — the foundation for multi-unit franchise ownership.
Feb 2018
Drybar System Entry — Two Locations Simultaneously
Opened Milwaukee Third Ward (WI) and Midland Hotel Chicago (IL) simultaneously in February 2018 — a rare dual-opening that demonstrated operational capacity from Day 1. Also opened Fashion Show Las Vegas (Apr 2018, store #70173).
Nov 2021
Chicago Portfolio Acquisition — APA with DB Holdings
Executed Asset Purchase Agreement with DB Holdings Shops LLC — the same seller as Deal #1 — acquiring Lincoln Park (1611 N. Sheffield Ave), River North (755 N. Wells), and Midland Hotel (172 W. Adams). Illinois withholding registrations filed for Joy DB-RN LLC, Joy DB-W LLC, and Joy DB-LP LLC. Successful integration of all three locations.
2023
Drybar Franchisee of the Year — Whitefish Bay Opening
Recognized as 2023 Drybar Franchisee of the Year — top 10% of the national system. Opened Whitefish Bay, WI (Jul 2023, store #79202), growing to 5 wholly-owned locations. This award reflects operational excellence, member satisfaction, and revenue performance relative to all Drybar franchisees nationally.
May 2024
Geographic Expansion — Indiana
Opened Highland, Indiana (store #70254) at 80% ownership — marking the platform's expansion beyond Wisconsin and Illinois into a third state. Beginning of a deliberate multi-state geographic diversification strategy.
Jun 2026
Two New Openings — Naperville, IL & Missoula, MT
Opened Naperville, IL (Jun 1) and Missoula, MT (Jun 3) — both at 80% ownership. Platform now spans 4 states across 8 locations. Both locations are in their first weeks of operation with no financials yet. Montana entry represents the fourth state in the portfolio.
Now
Project Buttercup — $20MM Buy-Side M&A Mandate
Engaged Emanay Advisors as exclusive buy-side M&A and capital placement advisor. Target: 11-location NYC Metro + LV acquisition (Deal #1, LOI June 30), 3-location Las Vegas acquisition (Deal #2, concurrent), and 13-location West Coast pipeline. Full platform target: 35+ locations, $40M+ revenue, $5M+ EBITDA, institutional exit at 6–8x.
Section 04
Current Portfolio
8 LOCATIONS. 4 STATES. THE EXISTING BASE.
The existing 8-location portfolio provides the operational foundation, management infrastructure, and financial track record that supports the proposed acquisition. Five locations are wholly owned; three are 80% owned with silent partners.
Milwaukee Third Ward
Wisconsin · Opened Feb 2018 · Store #1
Ownership100%
StatusFlagship · 8 Years Operating
MarketMilwaukee Metro
Midland Hotel Chicago
Illinois · Opened Feb 2018 · 172 W. Adams
Ownership100%
StatusHotel-embedded · High foot traffic
MarketChicago CBD
Lincoln Park Chicago
Illinois · Acquired Nov 2021 · 1611 N. Sheffield
Ownership100%
AcquisitionAPA from DB Holdings (same seller as Deal #1)
MarketChicago North Side
River North Chicago
Illinois · Acquired Nov 2021 · 755 N. Wells
Ownership100%
AcquisitionAPA from DB Holdings (same seller as Deal #1)
MarketChicago River North
Whitefish Bay
Wisconsin · Opened Jul 2023 · Store #79202
Ownership100%
NoteOpened same year as Franchisee of the Year award
MarketMilwaukee North Shore
Highland, Indiana
Indiana · Opened May 2024 · Store #70254
Ownership80% (silent partner)
NoteFirst non-WI/IL expansion
MarketNW Indiana / Chicago suburb
Naperville, Illinois
Illinois · Opened Jun 1, 2026 · New
Ownership80% (silent partner)
Financials~2 weeks old — not yet available
MarketChicago West Suburb
Missoula, Montana
Montana · Opened Jun 3, 2026 · New
Ownership80% (silent partner)
Financials~2 weeks old — not yet available
MarketMontana · 4th state in portfolio
8
Total Locations
5
100% Owned
3
80% Owned
Silent partner resolution planned at HoldCo formation
4
States
WI · IL · IN · MT
8+
Years in System
2023
Franchisee of the Year
Section 05
Operations & Infrastructure
HOW THE PLATFORM RUNS.
Buttercup Brands operates a centralized management infrastructure capable of absorbing the proposed 11-location acquisition without proportional overhead growth. The Drybar brand provides the playbook; Joy's team executes it.
Brand Framework — Drybar
Drybar is a category-defining blow-dry bar concept owned by WellBiz Brands. The brand provides a standardized service menu, training protocols, technology stack, and Barfly membership platform — reducing individual operator build-out requirements and creating a repeatable unit economics model.
Revenue Mix~77% service · ~18% membership · ~5% retail
Management Capacity
Current 8-location infrastructure includes centralized management, shared administrative functions, and a marketing operation powered by Joy's spouse's national agency — all scalable to 19+ locations without proportional cost increases.
Management modelCentralized ops · local managers
MarketingNational agency (spouse) — zero add'l cost
Each Drybar location operates with a Location Manager, a team of licensed stylists, and a front-of-house coordinator. Stylists are W-2 employees (not booth renters), creating consistent quality and training compliance. The Drybar brand provides centralized training and onboarding support, reducing per-location HR burden.
Technology Stack
BookingDrybar proprietary app + web platform
MembershipBarfly — centralized recurring billing
POSDrybar-mandated system
ReportingFranchisor reporting portal
MarketingProprietary (Joy's agency)
Section 06 · ⚡ LOI Deadline June 30, 2026
Primary Acquisition
11 LOCATIONS. NYC + LAS VEGAS. $13.3M TTM.
The primary acquisition target is a portfolio of 11 established, profitable Drybar franchise locations — 10 in New York City Metro and 1 in Las Vegas — currently owned by DB Holdings Shops LLC, the same seller from whom Joy acquired her Chicago portfolio in 2021. These are not turnarounds; they are operating businesses with existing customer bases and Barfly membership revenue.
11
Total Locations
10 NYC Metro + 1 LV Fashion Show
$13.3M
TTM Combined Revenue
Jan 2026 TTM data in data room
$10.87M
NY Stores TTM Revenue
10 NYC Metro locations
$2.43M
NV Store TTM Revenue
LV Fashion Show Mall
~$2M
Purchase Price
~1.4x EBITDA entry
~1.4x
Entry Multiple
Trailing EBITDA basis
$1.4M
Combined EBITDA
TTM · all 11 locations
100K+
Annual Guest Visits
Combined portfolio
NYC Metro — 10 Locations
Flat Iron
NYC · Manhattan
StatusOperating
Thompson St
NYC · SoHo / Greenwich
StatusOperating
TriBeCa
NYC · TriBeCa
StatusOperating
Midtown East
NYC · Midtown
StatusOperating
Roslyn
NYC Metro · Long Island
StatusOperating
Greenwich Village
NYC · West Village
StatusOperating
Brookfield / FiDi
NYC · Financial District
StatusOperating
Bloomingdale's / SoHo
NYC · SoHo / Broadway
StatusOperating · Retail embedded
Hell's Kitchen
NYC · Midtown West
StatusOperating
Nordstrom
NYC · Columbus Circle area
StatusOperating · Retail embedded
Las Vegas — 1 Location
Fashion Show Mall
Las Vegas · The Strip
TTM Revenue$2,427,264
Service Sales TTM$1,748,008
Membership + Retail$508,757
LocationFashion Show Mall · Strip adjacent
Deal #1 Financial Summary
NY TTM Service Sales$8,347,332
NY TTM Membership Fees$2,313,376
NY TTM Total Revenue$10,872,948
NV TTM Total Revenue$2,427,264
Combined TTM Revenue$13,300,212
Combined TTM EBITDA~$1,400,000
Avg Transaction Value$75–$100 per guest
"The prior relationship matters enormously here. Joy has already closed an APA with this seller, already navigated the Drybar franchise transfer process with this counterparty, and already integrated their locations into her platform. This is not a cold acquisition — it is an extension of an existing partnership."
Emanay Advisors · Deal Memo
Section 07 · Concurrent with Deal #1 APA
Deal #2 — Las Vegas Acquisition
3 MORE LOCATIONS. LAS VEGAS. MOTIVATED SELLER.
Concurrent with the Deal #1 APA, a second Las Vegas seller is pursuing an exit to fund an equity stake in another company. The seller's 90-day timeline and personal motivation create favorable pricing conditions for a concurrent acquisition.
3
Locations
Las Vegas Metro
$254K
April 2026 Revenue
Combined monthly
~$2.9M
TTM Revenue (est.)
Combined 3 locations
TBD
Asking Price
Negotiation pending · Motivated seller
90
Day Exit Target
Seller timeline
Concurrent
Timing
With Deal #1 APA execution
Location
TTM Revenue (est.)
Apr 2026 EBITDA
Notes
Boca Park / Summerlin
~$1.2M
~$17K/mo
Established location · Summerlin suburban trade area
Miracle Mile / The Strip
~$920K
~$74K/mo
Strip-adjacent · Full bar + DJ events · Premium positioning
UnCommons / Rhodes Ranch
~$745K
$(175K)/mo — ramping
Opened March 2025 · Still in ramp-up · Recommend free bolt-on or exclude from price
Structuring Recommendation — UnCommons
UnCommons opened March 2025 and is still in its ramp-up phase, generating negative EBITDA while the location builds its membership base. Emanay recommends structuring UnCommons as either a free bolt-on (zero purchase price, seller retains no consideration) or excluding it from the transaction entirely. Incoming co-tenants (Barry's Bootcamp, SolidCore, Med Spa) support the long-term unit economics thesis at this location once stabilized.
Seller Motivation & Leverage
MotivationNeeds cash to purchase equity in another company
Exit timeline90-day target — creates urgency
Asking priceTBD — no formal ask yet
Negotiation timingBegins concurrent with Deal #1 APA
Buyer leverageOnly qualified buyer in market with capital in place
Section 08
Pipeline — West Coast + Bolt-Ons
35+ LOCATIONS. $40M+ REVENUE. THE FULL VISION.
Beyond Deals #1 and #2, Buttercup Brands has visibility into two additional acquisition opportunities that would push the combined platform to institutional scale — 35+ locations and $40M+ revenue, the threshold required for a strategic exit at 6–8x EBITDA.
Deal #3 — West Coast Pipeline (On Hold)
Locations13 Los Angeles-area Drybar locations
TTM Revenue$14,960,000
StatusOn hold — seller litigation
Timeline2026–2027 post-litigation resolution
CapitalRevolver facility to be pre-structured and ready
P&Ls reviewedYes — Emanay has reviewed
Sponsor view"It'll come back. I can almost guarantee it."
Seller P&Ls are on file in the data room for FY2023, FY2024, TTM Aug 2025, and TTM Jan 2026. All financials below are from seller-provided documents and have not yet been subject to full QoE. Emanay Accounting will conduct a formal Quality of Earnings review as part of the APA process.
Deal #1 — NY Stores TTM (10 NYC Metro Locations)
Line Item
TTM Jan 2026
Notes
Service Sales
$8,347,332
Blowouts, styling, treatments
Membership Fees (Barfly)
$2,313,376
Recurring monthly revenue — high predictability
Total NY Revenue
$10,872,948
10 NYC Metro locations combined
Avg Revenue Per Location
~$1,087,295
Per NYC Metro store annually
Deal #1 — NV Store TTM (LV Fashion Show)
Line Item
TTM Jan 2026
Notes
Service Sales
$1,748,008
Las Vegas Fashion Show Mall location
Membership + Retail
$508,757
Barfly memberships + Drybar retail product
Total NV Revenue
$2,427,264
Single location · Strip-adjacent mall
Deal #1 — Combined Summary
Metric
Value
Basis
Combined TTM Revenue
$13,300,212
NY + NV · Jan 2026 TTM
Combined TTM EBITDA
~$1,400,000
Preliminary · Pre-QoE
EBITDA Margin
~10.5%
At current seller operations
Purchase Price
~$2,000,000
~1.4x trailing EBITDA
Total Capital Required
~$3,500,000–$3,700,000
Purchase + working capital + transaction costs
Annual Guest Volume
100,000+ visits
Combined 11 locations
Average Ticket
$75–$100
Per guest per visit
Section 10
Pro Forma Projections
FROM $1.4M EBITDA TO $5M+. THE PATH.
The pro forma model illustrates the combined platform's financial trajectory from Day 1 through full West Coast build-out. Year 1 reflects the post-Deal #1+#2 combined platform; Year 2 incorporates optimization levers; Year 3 assumes the West Coast pipeline activates.
Optimization levers~$350K+ Day-1 EBITDA uplift (see Section 11)
Membership growthBarfly penetration improvement
West CoastDeal #3 contingent on litigation resolution
Exit trigger$5M+ platform EBITDA at 35+ locations
Exit timing3–5 years from platform close
Section 11
Value Creation
SIX LEVERS. $350K+ DAY-1 EBITDA UPSIDE.
Emanay and Joy have identified six concrete value creation levers that are actionable immediately upon closing Deal #1. These are not speculative — they reflect known operational inefficiencies in the seller's current operations that Joy is positioned to fix from Day 1.
Lever 01 — Membership Penetration
Barfly Membership Drive
+$80–120K EBITDA
The NYC locations have below-average Barfly membership penetration relative to comparable Drybar markets. Joy's marketing infrastructure (spouse's agency) is purpose-built for membership acquisition campaigns. A 15–20% lift in membership penetration across 10 NYC locations translates directly to recurring revenue and margin expansion.
Lever 02 — Marketing Synergy
National Agency at Zero Marginal Cost
+$50–80K EBITDA
Joy's husband owns a national marketing agency deployed across the existing Buttercup Brands portfolio at zero incremental cost. Extending this infrastructure to 11 new locations eliminates ~$5–7K/location/year in external marketing spend the seller was incurring — direct EBITDA impact on Day 1.
Lever 03 — Management Consolidation
Centralized Ops Absorption
+$60–100K EBITDA
The seller operates a separate management infrastructure for the 11-location portfolio. Joy's existing management team can absorb operational oversight without proportional headcount additions. Consolidating back-office, HR, and administrative functions across the combined 19-location platform removes redundant costs.
Lever 04 — Vendor Renegotiation
Scale-Based Procurement Savings
+$30–50K EBITDA
A combined 19-location platform has substantially greater purchasing leverage than an 8-location or 11-location platform independently. Product procurement, supply costs, and services contracts can be renegotiated at combined-platform scale, generating margin improvement across all locations.
Lever 05 — Revenue Mix Optimization
Retail + Gift Card Activation
+$20–30K EBITDA
Retail product and gift card revenue at the NYC locations is underdeveloped relative to system benchmarks. Implementing Joy's proven merchandising and seasonal promotion playbook from the Midwest portfolio creates incremental high-margin revenue at minimal cost.
Lever 06 — Occupancy & Lease Management
Lease Renegotiation at Acquisition
+$20–40K EBITDA
The acquisition event creates a natural lease renegotiation trigger for several NYC Metro locations. Emanay Law Group will assess each lease during due diligence and target favorable renewal terms where market conditions support it — particularly for locations where rents have declined post-COVID in NYC.
Section 12
Valuation & Exit Thesis
BUY AT 1.4x. EXIT AT 6–8x. THE ARBITRAGE.
The investment thesis is straightforward: acquire a cash-flowing franchise portfolio at distressed-seller multiples, build to institutional scale, and exit to a strategic buyer or institutional franchisee at a multiple that reflects the platform's size and brand quality.
Bear Case
$18–22M
Platform EBITDA ~$3M · Exit at 6x · D1+D2 only · No West Coast activation · Conservative same-store growth
Platform EBITDA ~$6M+ · Exit at 8x · Full 35+ location build · All levers activated · Strategic buyer premium
Comparable Franchise Exits
Beauty and personal care franchise platforms at institutional scale (20+ locations, $20M+ revenue) have historically traded at 6–10x EBITDA to strategic buyers including private equity-backed roll-up platforms, strategic brand operators, and family offices seeking cash-flowing service businesses.
WellBiz relationshipDrybar franchisor may be strategic acquirer
Entry vs. Exit — The Math
Deal #1 purchase price~$2M
Deal #1 TTM EBITDA~$1.4M
Entry multiple~1.4x EBITDA
Total capital (D1+D2)~$6–7M
Base case exit~$28–36M
Gross MOIC (base)~4–5x on invested capital
Implied hold period3–5 years
Section 13
Corporate Structure & HoldCo Plan
ONE HOLDCO. CONSOLIDATED PLATFORM.
Concurrent with Deal #1 close, Emanay Law Group will form a HoldCo entity to consolidate Joy's existing 8 LLCs, the 11 acquired locations, and the Deal #2 Las Vegas locations into a unified corporate structure — a prerequisite for institutional financing and eventual exit.
Current Structure (Pre-HoldCo)
Joy DB-RN LLCRiver North Chicago
Joy DB-W LLCMidland Hotel Chicago
Joy DB-LP LLCLincoln Park Chicago
Milwaukee entitiesThird Ward · Whitefish Bay
Indiana entityHighland (80%)
New entitiesNaperville · Missoula (both 80%)
Target entities11 new LLCs to be formed at close
Post-HoldCo Structure (Proposed)
HoldCoButtercup Holdings LLC (new entity)
SubsidiariesAll operating LLCs roll up under HoldCo
Silent partnersIdentified, formalized, or bought out at HoldCo formation
Franchisor approvalWellBiz / Drybar transfer approval required
Legal counselEmanay Law Group PLLC
TimelineConcurrent with Deal #1 APA close
Silent Partner Resolution
Three existing locations (Highland IN, Naperville IL, Missoula MT) are owned at 80% with silent partners holding 20% each. As part of the HoldCo formation process, Emanay Law Group will work with Joy to identify, document, and formalize these silent partner relationships — either incorporating them into the HoldCo structure at their existing pro-rata ownership or facilitating buyouts where appropriate. This is a prerequisite for institutional lender financing at the HoldCo level.
Section 14
Capital Structure & Financing
THE CAPITAL STACK.
Emanay Capital (Ivan) is managing the private credit placement for Deal #1. The financing structure is designed for lower-middle-market private credit — franchise acquisition debt with strong unit economics, a proven operator, and an established brand as the underlying security.
~$3.5M
Deal #1 Capital Ask
Acquisition debt — Tranche 1
1.5%
Capital Advisory Fee
Of total debt placed · Emanay Capital
Private Credit
Financing Type
Lower-middle-market franchise debt
Jun 30
Term Sheet Deadline
Required to support LOI submission
Tranche
Amount
Purpose
Timing
Tranche 1 — Deal #1
~$3.5M
11-location NYC + LV acquisition + working capital
At Deal #1 APA close (Q3 2026)
Tranche 2 — Deal #2
TBD
3 Las Vegas locations · Concurrent or 30 days post-D1
Concurrent with D1 or shortly after
Tranche 3 — Revolver
~$8–10M
West Coast pipeline · 13 LA locations
2026–2027 · Pending litigation resolution
Underwriting Profile
Loan typeFranchise acquisition debt
SecurityFranchise agreements · Business assets · Personal guarantee
DSCR (est.)~3.5–4x at Deal #1 EBITDA / debt service
LTV~175% of purchase price basis
Operator track record8 years · 8 locations · Top 10% nationally
Personal financialsOn file in data room
Capital Placement Status
Placement agentEmanay Capital LLC (Ivan)
Current statusNDA being sent to capital partner this week
Term sheet targetBefore June 30 LOI deadline
Capital advisory fee1.5% of total debt placed
Tranche 1 fee (est.)~$52,500–$55,500
Section 15
Risk Register
KNOWN RISKS. ACTIVE MITIGANTS.
The following risk register identifies the material risks to the Project Buttercup mandate and documents the specific mitigation strategy for each. Emanay's role includes active management of all identified risks through the LOI, APA, and close process.
Risk
Probability
Impact
Mitigation
LOI deadline missed (Jun 30)
HIGH
CRITICAL
Emanay is managing capital placement on expedited timeline. NDA to capital partner this week. Term sheet targeted before June 30. This is the primary operational focus of the entire Emanay team.
Capital not secured before deadline
MEDIUM
HIGH
Emanay Capital has pre-identified capital partners for lower-middle-market franchise credit. Ivan is actively managing placement. Term sheet — not full commitment — is sufficient for LOI purposes.
Franchisor transfer approval
LOW
MEDIUM
Joy is a current Drybar franchisee in good standing and a prior APA with the same seller was successfully transferred. WellBiz has an established process. Emanay Law Group managing all franchise approval documentation.
QoE reveals EBITDA overstatement
MEDIUM
MEDIUM
Emanay Accounting will conduct formal QoE review. Purchase price is already at 1.4x — even at lower EBITDA, entry multiple remains highly attractive. Price adjustment mechanism to be built into APA.
NYC real estate / lease risk
MEDIUM
MEDIUM
Lease review is a key diligence workstream for Emanay Law Group. Post-COVID NYC retail lease environment is favorable. Acquisition event triggers renegotiation opportunity. Locations with unfavorable lease terms can be evaluated for closure or restructuring.
Competition / market saturation
LOW
LOW
Drybar is the category-defining blow-dry bar brand. NYC Metro is among the highest-density beauty service markets in the world. Barfly membership creates retention moat. The brand's franchise growth has slowed, limiting new competitive supply.
Membership attrition post-close
MEDIUM
MEDIUM
Barfly memberships auto-renew and are attached to the brand, not to individual ownership. Transition communications to be managed carefully. Joy's marketing infrastructure supports retention campaigns. Risk is short-term and manageable.
Deal #2 / UnCommons liability
MEDIUM
LOW
Emanay recommends structuring UnCommons as a free bolt-on or excluding it entirely. The negative EBITDA risk is isolated. Deal #2 Boca Park and Miracle Mile locations are independently profitable — UnCommons is not a deal-breaker.
West Coast litigation delay
HIGH
LOW
The West Coast pipeline is not time-sensitive. Deals #1 and #2 are not dependent on it. Emanay is monitoring and will position the platform and revolver facility to be ready when the seller's litigation resolves. No capital at risk until then.
Key person — Joy Vertz
LOW
HIGH
Joy has 8 years of demonstrated operational experience, a strong management team, and infrastructure that functions at the location level. The Drybar brand provides operational standardization. However, lenders should consider key person provisions in debt documentation.
Silent partner disputes
LOW
MEDIUM
Emanay Law Group will conduct a full review of all silent partner agreements as part of HoldCo formation. Any disputes will be identified and resolved prior to institutional financing. Three of eight existing locations have silent partners.
Integration / operational stretch
MEDIUM
LOW
Joy has successfully integrated a prior 3-location acquisition from the same seller. The target locations are operational and staffed. NYC distance from Milwaukee HQ requires a strong local manager. Emanay Advisors will assist with integration planning.
Section 16
Transaction Process & Timeline
THE CRITICAL PATH TO CLOSE.
The Deal #1 LOI must be submitted by June 30, 2026. The following timeline maps every critical milestone from today through APA close — a 60–90 day sprint managed entirely by Emanay.
Week
Milestone
Owner
Status
Week 1 (This Week)
Proposal execution · Engagement Letter signed · Deposit received
Emanay + Joy
URGENT
Week 1–2
Capital partner NDA sent and executed · Underwriting begins
Emanay Capital (Ivan)
URGENT
By Jun 30
Capital term sheet in hand · LOI drafted and submitted to seller
Emanay Advisors + Law Group
HARD DEADLINE
Jul 2026
LOI executed · Due diligence kickoff · QoE initiated by Emanay Accounting
All Emanay divisions
PENDING LOI
Jul–Aug 2026
APA negotiated and drafted · Lease review · Franchise transfer documentation
Emanay Law Group
PENDING LOI
Aug 2026
Debt commitment letter · HoldCo formation · Silent partner documentation
Emanay Capital + Law Group
PLANNED
Aug–Sep 2026
APA signed · Franchisor transfer approval · Closing conditions satisfied
Every Emanay division is engaged on Project Buttercup from Day 1 — advisory, legal, accounting, and capital working in parallel to hit the June 30 deadline and close both deals by Q4 2026.
Emanay Advisors LLC — M&A Lead
Lead AdvisorAlexandre Camus · Managing Member
Emailalex@emanay.io
Phone+1 786-835-7342
Address1221 Brickell Ave · Suite 900 · Miami, FL 33131
Responsible for mandate management, deal structuring, LOI drafting, APA negotiation coordination, CIM and teaser preparation, franchisor transfer coordination, and post-close platform governance.
Emanay Capital LLC — Capital Placement
Capital AdvisorIvan
Emailivan@emanay.io
MandatePrivate credit placement — all tranches
Current taskNDA to capital partner this week
Responsible for private credit placement, term sheet negotiation, capital stack design, lender introduction and management, and revolver pre-structuring for the West Coast pipeline.
Emanay Law Group PLLC — Legal
EntityEmanay Law Group PLLC
Contactinfo@emanay.io
Responsible for LOI drafting and review, APA negotiation across all deals, HoldCo formation and LLC consolidation, silent partner documentation, WellBiz/Drybar franchise transfer legal, operating agreements, and ongoing corporate governance.
Emanay Accounting LLC — QoE & Finance
EntityEmanay Accounting LLC
ContactRick · info@emanay.io
Responsible for Quality of Earnings review on all acquisition targets, pro forma financial modeling, EBITDA bridge and optimization documentation, capital package for lenders, working capital peg analysis, and post-close monthly reporting.
Section 18
Data Room Index
DOCUMENTS ON FILE.
The following documents are available in the Project Buttercup data room. Access is provided to qualified prospective capital partners following NDA execution. Contact Emanay Advisors to request access.
Document
Format
Status
Notes
Joy Vertz — Bio & Intro Letter
PDF
✓ ON FILE
Sponsor background and personal narrative
SBA Business Questionnaire
DOCX
✓ ON FILE
Fully completed
Loan Application — Personal Info
PDF
✓ ON FILE
Income/expense breakdown · $25K monthly income
Store Roster / Location List
XLSX
✓ ON FILE
All 20 Drybar locations (seller + buyer universe)
Seller P&Ls — TTM Jan 2026
XLSX
✓ ON FILE
Primary financial document — NYC + NV stores
Seller P&Ls — TTM Aug 2025
XLSX
✓ ON FILE
Trailing comparison period
Seller P&Ls — FY2024
XLSX
✓ ON FILE
Full-year 2024 by store
Seller P&Ls — FY2023
XLSX
✓ ON FILE
Full-year 2023 by store
Valuation Analysis
XLSX
✓ ON FILE
Preliminary · Emanay analysis
2021 Chicago APA
PDF
✓ ON FILE
Fully executed · Same seller as Deal #1
Drybar FDD
PDF
✓ ON FILE
Franchise Disclosure Document — March 2022
IL Tax Registration (3 entities)
PDF
✓ ON FILE
Joy DB-RN, DB-W, DB-LP LLCs
Personal Tax Returns
PDF
✓ ON FILE
Multi-year · Folder in data room
Credit Report
PDF
✓ ON FILE
Folder in data room
Personal Financial Statement (PFS)
PDF
✓ ON FILE
Folder in data room
Franchise Agreements
PDF
✓ ON FILE
All operating locations · Folder in data room
Leases
PDF
✓ ON FILE
All locations · Folder in data room
Debt Schedule
PDF/XLSX
✓ ON FILE
Current obligations · Folder in data room
Buyer P&Ls — Existing Portfolio
XLSX
✓ ON FILE
Joy's 8-location operating financials
Legal / Entity Docs
PDF
✓ ON FILE
JOYDB NYC LLC + Joy DB RN LLC folders
NDA (PandaDoc)
Digital
✓ ON FILE
Ref: 4qAbnAvNiR3YMwFjNKmGnF
Second Vegas Opportunity
XLSX/PDF
⚠ REVIEW PENDING
Separate folder — contents not yet fully reviewed
Data Room Access: To request access to the Project Buttercup data room, contact Alexandre Camus at alex@emanay.io or +1 (786) 835-7342. NDA execution (PandaDoc ref: 4qAbnAvNiR3YMwFjNKmGnF) is required prior to data room access. All materials are provided subject to the confidentiality terms executed at NDA signing.
Emanay Advisors LLC — M&A Lead
Emanay Capital LLC — Capital Placement
Emanay Law Group PLLC — Legal
Emanay Accounting LLC — QoE & Finance