Emanay Advisors  ·  M&A Roll-Up Advisory Proposal  ·  Prepared for Joy Vertz
Project Buttercup
Project – Buttercup

A complete buy-side M&A and capital placement mandate for the Buttercup Brands multi-state Drybar franchise roll-up — from LOI through platform exit.

Mandate Size
$20MM
Deal #1 Locations
11 (NYC + LV)
Entry Multiple
~1.4x EBITDA
Target Exit
6–8x · $30–40M+
LOI Deadline
June 30, 2026
Buy-Side M&A
Capital Placement
LOI & APA
HoldCo Formation
QoE
Franchise Transfer
22+
Phase 1 Locations
$25M
Phase 1 Revenue
35+
Full Platform
$40M+
Exit Target
Buy 1.4x
Exit 6–8x
Entry → Exit
Strictly Confidential · Emanay Advisors · 2026
The Mandate

What Emanay
Is Engaged to Do.

Emanay Advisors is engaged as the exclusive buy-side M&A and capital placement advisor for Buttercup Brands' multi-state Drybar franchise roll-up — a $20MM advisory mandate covering three deals, capital structure, HoldCo formation, and platform exit.

CRITICAL DEADLINE — June 30, 2026: The LOI to the primary seller (11 locations, NYC + LV) must be submitted by June 30, 2026. Emanay is managing capital placement on an expedited timeline. This proposal governs the full engagement from LOI through platform build-out and eventual exit.

FASHION SHOW LV 10
Deal #1 · Primary Acquisition
NYC Metro
New York + Nevada · 11 Locations
Primary
Acquisition.
⚡ LOI June 30, 2026
Locations
11
NYC Metro + LV
TTM Revenue
$13.3M
Combined
Purchase Price
~$2M
~1.4x EBITDA entry
Total Capital
~$3.7M
Incl. working capital
Flat Iron
Thompson St
TriBeCa
Midtown East
Roslyn
Greenwich Village
Brookfield / FiDi
Bloomingdale's / SoHo
Hell's Kitchen
Nordstrom
LV Fashion Show Mall
Hard deadline — June 30, 2026: LOI resubmitted after Apple Pie Capital withdrew. Emanay coordinating capital term sheet on expedited timeline. This is the platform anchor — 10 NYC Metro locations plus LV Fashion Show Mall, acquired via APA at ~1.4x trailing EBITDA. Entry multiple creates immediate value arbitrage vs. institutional exit at 6–8x.
THE STRIP BOCA PARK Summerlin MIRACLE MILE The Strip UNCOMMONS Rhodes Ranch
Deal #2 · Concurrent with D1 APA
Las Vegas
Nevada · 3 Locations
Las Vegas
Acquisition.
Concurrent
Locations
3
NV
Apr 2026 Revenue
$254K
Combined / month
Asking Price
TBD
Motivated seller
Seller Timeline
90
Day exit target
Boca Park / Summerlin  · $1.2M TTM · $17K EBITDA
Miracle Mile / Strip  · $920K TTM · $74K EBITDA · Full Bar + DJ
UnCommons / Rhodes Ranch  · $745K TTM · $(175K) EBITDA · Ramping
Structuring note: Seller needs cash to purchase equity in another company — motivated 90-day exit. UnCommons opened March 2025 and is still ramping; Emanay recommends structuring it as a free bolt-on or excluding it from the purchase price entirely. Incoming co-tenants (Barry's Bootcamp, SolidCore, Med Spa) support the long-term thesis at that location.
101 405 LITIGATION HOLD Seller · California 13
Deal #3 · Pipeline — On Hold
Los Angeles
California · 13 Locations
West Coast
Pipeline.
On Hold — Litigation
Locations
13
LA Metro
TTM Revenue
$14.96M
P&Ls reviewed
Est. Capital
~$8–10M
Revolver facility
Expected
2026–27
Post-litigation
13 Los Angeles–area Drybar locations
P&Ls reviewed by Emanay
Revolver pre-structured and ready
Seller is engaged in active litigation in California — deal is on hold pending resolution. P&Ls have been reviewed. Operator assessment: "It'll come back. I can almost guarantee it." When available, this acquisition pushes the platform to 35+ locations and $40M+ revenue — the scale required for institutional exit at 6–8x.
I-29 I-90 SIOUX FALLS South Dakota NORTH DAKOTA SOUTH DAKOTA ~$100–150K asking price
Deal #4 · Opportunistic Bolt-On
Sioux Falls / ND
South Dakota · 1 Location
Midwest
Bolt-On.
Opportunistic
Locations
1
ND / Sioux Falls
Asking Price
~$125K
$100–150K range
Origin
Inbound
Seller contacted Emanay
Priority
After D1+D2
No urgency
Single Drybar location
Seller approached Emanay directly
Midwest platform extension
Capital-efficient add-on
Seller contacted Emanay directly — single location at ~$100–150K asking price. A capital-efficient extension of the existing Midwest platform. No urgency. To be evaluated after Deal #1 and Deal #2 are closed. At $125K entry with any positive EBITDA, this is accretive to the roll-up platform at near-zero risk.
Scope of Work

How the Work
Gets Done.

The engagement is organized across three phases — each activating in parallel across Emanay's advisory, legal, accounting, and capital divisions to compress timelines and ensure zero gaps from LOI through platform scale.

Now
Week 1
Week 1–2
Week 2
June 30
Emanay Advisors
Advisory & M&A
Advisors
Engagement Setup
MOU executed · Engagement Letter signed · CIM and Teaser live
Active ✓
Advisors
Capital Partner NDA
Emanay Capital (Ivan) executing NDA with capital partner this week
Advisors
Capital Intro & Review
CIM and teaser delivered to capital partner · underwriting initiated
Advisors
Term Sheet Negotiation
Capital term sheet negotiated and agreed — Deal #1 financing confirmed
Advisors
LOI Submission
LOI submitted to primary seller by June 30, 2026 — hard deadline
CRITICAL ⚡
Emanay Capital
Capital Placement
Capital
NDA Execution
Capital partner NDA to be executed this week to begin formal underwriting
Capital
Package Delivery
CIM, financial model, and QoE summary delivered to capital partner
Capital
Underwriting
Capital partner underwriting deal #1 — $3.5–3.7M total capital requirement
Capital
Term Sheet Prep
Term sheet structured for 1.5% debt fee · covenants and pricing TBD
Capital
Term Sheet Delivered
Capital term sheet in operator's hands before June 30 LOI deadline
CRITICAL ⚡
Emanay Law Group
Legal & APA Prep
Legal
Entity Review
Review all 8 existing LLCs · map HoldCo structure · identify silent partners
Legal
LOI Drafting
Draft and review LOI for primary seller — all material terms confirmed
Legal
WellBiz Intake
Initiate WellBiz / Drybar franchise transfer approval process
Legal
APA Pre-Work
Pre-draft APA framework · flag open items (PTO, WC peg, reps & warranties)
Legal
LOI Signed
LOI executed and delivered to primary seller by June 30 deadline
CRITICAL ⚡
Emanay Accounting
QoE & Capital Package
Accounting
Seller P&L Review
TTM Jan 2026 P&Ls reviewed — all 11 locations · QoE scope defined
Accounting
Capital Package
Financial package built for capital partner: QoE summary, model, EBITDA bridge
Accounting
EBITDA Bridge
$350K+ Day-1 optimization documented: merchant fees + Barfly recovery
Accounting
WC Baseline
Working capital peg methodology proposed · normalized WC established
Accounting
Model Finalized
Pro forma model complete · lender and investor ready · delivered to capital partner
Package Ready
Phase I Outcome — LOI Submitted by June 30, 2026
Capital term sheet secured, LOI executed, APA framework ready, HoldCo entity map complete, QoE initiated.
Capital Term Sheet
LOI Executed
APA Pre-Draft
QoE Open
Sprint Complete ✓
July 2026 — APA & Due Diligence
  • APA negotiation — Deal #1 (primary seller)
  • Emanay Law Group: PTO scope, WC peg, reps & warranties, closing conditions
  • WellBiz / Drybar franchise transfer approval in process
  • HoldCo formation — all 8 LLCs rolled in
  • Silent partner identification and documentation (3 locations)
  • Deal #2 (LV) negotiations initiated concurrent with D1 APA
July–August — QoE & Financial Close Prep
  • Full QoE — all 11 Deal #1 locations (Emanay Accounting)
  • Normalized EBITDA confirmed · WC peg finalized
  • Capital drawdown structured and scheduled
  • Lender due diligence package assembled
  • CapEx plan confirmed — ~$100K/location refurbishment scope
  • Deal #2 P&Ls reviewed and validated
September–October — Close & Activation
  • Deal #1 APA executed and closed
  • Capital funded — Emanay Capital debt facility deployed
  • Franchise agreements transferred — WellBiz approval obtained
  • Operations transition — HoldCo active and operating
  • Day-1 EBITDA optimization initiated: merchant fees + Barfly
  • Deal #2 APA targeting concurrent or immediate follow-on close
Post-Close — Platform Operations
  • Barfly membership recovery plan executed across 11 locations
  • Zero-cost marketing deployment across full portfolio
  • HoldCo centralization savings captured — admin, insurance, accounting
  • Monthly financial reporting by Emanay Accounting
  • West Coast pipeline monitored — revolver ready to deploy
  • Work fee continues monthly — creditable against success fee at exit
West Coast Pipeline Execution
  • Monitor seller litigation resolution
  • Deploy pre-structured revolver facility (~$8–10M)
  • 13 Los Angeles locations · $14.96M TTM revenue
  • Brings platform to 35+ locations · $40M+ revenue
  • California market entry — full national coverage
Platform EBITDA Optimization
  • $350K+ Day-1 optimization (Deal #1) — fully captured
  • Barfly recovery — all locations at benchmark penetration
  • Marketing cost elimination across 35+ locations ($400K+ saved)
  • HoldCo admin centralization at full scale
  • $5M+ EBITDA target — institutional platform threshold
Exit Preparation
  • Platform positioned for PE / strategic buyer universe
  • Institutional-quality financials and reporting in place
  • Exit multiple target: 6–8x EBITDA
  • Target exit value: $30–40M+ on $5M EBITDA
  • Emanay manages sell-side process at platform exit
Engagement Economics

The Fee
Structure.

Emanay's standard fee schedule reflects the full scope of advisory services. The terms below reflect updates agreed on the June 25, 2026 call — strikethrough shows the original proposal, red shows the revised terms.

Standard Structure This Engagement — Joy Vertz
Engagement
Fee
$75,000
Flat fee · Due at engagement execution
$7,500 deposit ✦ Updated
$10,000
Deposit on $75,000 engagement fee
Deposit due at signing — remainder deferred to close (not milestone-based). No out-of-pocket payments before financing is secured.
Agreed June 25, 2026 call
Deferred to close · No milestone payments
Work
Fee
$10,000 /mo
Monthly advisory retainer · Not creditable against success fee
$2,500 /mo
Monthly retainer covering deal management, legal coordination & capital placement. Credited against acquisition fee at close.

Any additional professional fees (QoE, legal drafting, etc.) require Joy's written pre-approval before being incurred. No surprise invoices.
75% savings · Fully creditable
Capital
Advisory
1.75%
Of total debt capital placed — all tranches
1.5%
Of total debt placed where Emanay performs financial modeling, packaging, and lender negotiation.

Carve-out: Pre-existing lender relationships where Joy independently sourced and packaged the financing are excluded from this fee.
0.25% rate reduction · Existing lenders carved out
Acquisition
Fee
2× Lehman
10% · 8% · 6% · 4% · 2%
Tiered on transaction value per $1M
2× Lehman ✦ Updated
1× Lehman
5% · 4% · 3% · 2% · 1%
Tiered on transaction value per $1M — net of all accumulated Work Fee credits at close.
Example: 6 months × $2,500 = $15K off at closing
Agreed June 25, 2026 call
Reduced from 2× · Work fee credits apply
Existing
Advisors
—
Standard exclusivity on transaction-related services
✦ Added
Carved Out
Joy retains full right to work with her own accountants, operational advisors, board members, and strategic partners. Emanay exclusivity applies to buy-side M&A transaction work only — not ongoing operations.
Agreed June 25, 2026 call
No conflict with Joy's own team
Platform
Exit Fee
—
Not included in standard per-deal engagement
✦ Added
~3%
A platform exit fee of approximately 3% of total platform exit value — to be formally negotiated in a subsequent engagement letter at the time of the exit event. No commitment required at this stage.
Discussed June 25, 2026 call · Subject to future agreement
To be agreed at time of exit · Not binding now
Illustrative — Deal #1 (~$2M Purchase Price · 6 Months to Close)
$10K deposit + $65K engagement balance + ~$52.5K capital advisory + ~$90K acquisition fee (1× Lehman) − $15K work fee credit
Previously: ~$292K (2× Lehman)
~$202K
✦ Updated

Work Fee Credit: The $2,500/month Work Fee is credited dollar-for-dollar against the acquisition fee at close. Any additional professional fees beyond the monthly retainer require Joy's written pre-approval before being incurred.

The Emanay Ecosystem

One Engagement.
Four Divisions.
Zero Gaps.

Every Emanay division coordinates in real-time from Day 1 — advisory, legal, accounting, and capital moving in parallel so no deliverable falls behind the June 30 deadline.

Emanay Advisors
M&A · Strategy · Roll-Up
Buy-side deal sourcing and mandate management
LOI, APA, and deal negotiation
Capital placement coordination
CIM, teaser, and investment materials
Franchisor transfer coordination
Post-close platform governance
Exit preparation and sell-side process
Emanay Law Group
Legal · APA · HoldCo
LOI drafting and review
APA negotiation — all deals
HoldCo formation and LLC roll-up
Silent partner identification and documentation
WellBiz / Drybar franchise transfer legal
Operating agreements and intercompany contracts
Ongoing corporate governance
Emanay Accounting
QoE · Finance · Reporting
Quality of Earnings — all acquisition targets
Pro forma financial model
EBITDA bridge and optimization documentation
Capital package for lenders and investors
Working capital peg analysis
Post-close monthly close and reporting
Platform-level financial dashboards
Emanay Capital
Debt · Placement · Structure
Private credit placement — all tranches
Term sheet negotiation and execution
Capital stack design and optimization
Lender introduction and management
Revolver structure for pipeline deals
Ongoing investor reporting coordination
Exit capital structure advisory
Why Emanay

The Advisor
Advantage.

01

Integrated — No Handoffs

M&A, legal, accounting, and capital under one engagement. No external coordination delays. Every deliverable moves at the speed of the deal, not the speed of your inbox.

02

Franchise Deal Experience

Franchise M&A requires navigating franchisor approval, APA structure for multi-unit transfers, and QoE on service businesses. Emanay knows the playbook.

03

Capital Access — Day One

Emanay Capital has relationships with private credit partners who understand franchise acquisition financing. Apple Pie withdrew — we replace them faster and cheaper.

04

Roll-Up Thesis Aligned

Emanay's $20MM mandate is structured for the full roll-up — not just Deal #1. Every structure decision is made with 35+ locations and $30–40M exit in mind.

The LOI deadline is June 30.
The clock is running.

Sign the Engagement Letter and let Emanay execute. Capital term sheet, LOI, APA framework — all in motion by end of week.

Next Steps

How to
Proceed.

Three steps to get the mandate active and capital moving before June 30, 2026.

Step 1 — This Week

Execute the Engagement Letter

Sign the Engagement Letter (delivered separately). Deposit of $7,500 due on execution. This activates all Emanay divisions and starts the LOI sprint clock.

Step 2 — Simultaneously

Execute Capital Partner NDA

Emanay Capital (Ivan) is ready to send the NDA to the capital partner this week. NDA execution unlocks formal underwriting and term sheet issuance before June 30.

Step 3 — By June 30

LOI to Primary Seller

Capital term sheet in hand + Emanay Law Group LOI drafted and filed with the primary seller by June 30, 2026. Emanay manages the entire critical path.

Engagement Letter is a separate document. This proposal governs the scope, work plan, and fee structure of the engagement. The binding Engagement Letter is the execution document. Please contact Alexandre Camus directly to execute: alex@emanay.io  ·  +1 (786) 835-7342

Acknowledgement & Authorization

By signing below, the Client authorizes Emanay Advisors to act as exclusive buy-side M&A advisor and capital placement agent on the Project Buttercup roll-up mandate, subject to the terms and fee structure set forth in this proposal and the Engagement Letter.

Signatures
Client — Authorized Signature
Joy Vertz  ·  Owner & Operator
Date
Emanay Advisors — Authorized Signature
Alexandre Camus  ·  Managing Member
Date
This engagement shall be governed by the Engagement Letter to be issued by Emanay Advisors. By signing above, the Client acknowledges receipt of the proposal and authorizes Emanay Advisors to proceed on the terms set forth herein.