HVK Stevens advises Five Guys on IP migration and securitized debt financing

We have successfully advised Five Guys LLC on two landmark cross-border transactions involving both an Intellectual Property migration and an innovative securitized debt financing structure.

Strategic IP Migration

We acted as Dutch counsel or tax and legal purposes concerning the migration of Five Guys’ valuable non-US Intellectual Property in a strategic IP onshoring transaction.

For the anchoring, our team advised on a unique structure to facilitate the migration whilst also ensuring alignment with the planned future business securitization. The matter required the HVK Stevens tax and legal teams to produce an extensive and highly technical tax risk analysis to determine which alternative structures would be the most robust and efficient for onshoring.

This enabled us to add significant vale to the client with respect to the restructuring and implementation of the IP-onshoring, including advance discussions with the Dutch Tax Authorities. The transaction was led by HVK Stevens partner Paulus Merks.

Pioneering whole business securitization structure

In a subsequent transaction, HVK Stevens advised on a high value and highly complex business restructuring and securitization structure for Five Guys.

In recent years, many of the largest restaurant brands in the United States have utilized securitization techniques to secure financing, specifically in the form of "whole-business" securitization of franchise royalties and company-owned store revenues and other related assets both nationally and internationally.

For the Netherlands however, this way of financing whereby an originator or owner entity transfers its interests in certain revenue-generating assets, principally existing and future franchise agreements relating to the franchised business, to one more wholly-owned, bankruptcy remote, special purpose entities, is new.

The HVK Stevens team has been at the forefront of this area, drawing upon the expertise of its professionals across multiple practice areas and multiple jurisdictions.

Cross-border complexity

Both matters required coordination across multiple jurisdictions, including the Netherlands, United States, Hong Kong, United Kingdom, France, Spain, Belgium and Germany, demonstrating the increasingly international nature of modern corporate restructuring transactions.

Multidisciplinary team approach

The transactions showcased our integrated approach to complex matters, combining tax, legal, and VAT expertise. The team was led by partners Paulus Merks and Aldo Schuurman, with support from partners Willem Gerbers, Arco Bobeldijk, Maarten Edie, Stan Stevens and (senior) associates, Volodimir Toetsja, Mathijs Zwiers, Mike Hagendoorn, Savvas Atzemoglou, Tamara Hirsch, Youri Hofman and Merel Goenee.

The firm worked alongside various international advisers including but not limited to King & Spalding (US counsel), FTI Consulting, Dechert, Nauta Dutilh, Deloitte, Guggenheim, Citibank, Dentons and White & Case.

Conclusion

These matters demonstrate our capability to handle sophisticated, cross-border tax and legal matters at the highest level, combining technical excellence with practical, business-focused solutions, the successful completion of the IP migration and ongoing whole-business securitization work positions HVK Stevens as a leading adviser on innovative financing structures and international tax planning in the Netherlands.

For more info, please contact our team.