Emanay Advisors · Confidential · Internal Use Only
Project Buttercup
Deal
Memorandum
Buy-Side M&A Advisory — Drybar Franchise Roll-Up Platform
Prepared by Emanay Advisors · July 9, 2026 · BUTTERCUP-DM-2026-07-09-v1 · Strictly Confidential
Section 01
Executive Summary
Joy Vertz — an established multi-unit Drybar franchisee and 2023 Drybar Franchisee of the Year — has engaged Emanay Advisors as buy-side M&A advisor on a multi-deal franchise roll-up strategy (“Project Buttercup”), operating through Buttercup Brands LLC. The long-term platform objective is 35+ Drybar locations, $40M+ in revenue, and a 6–8x institutional exit.
The engagement is running two concurrent acquisition tracks: Deal South Miami (four operating locations plus seven ADA licenses, targeting an August 15, 2026 close) and the Regent Portfolio (NYC Metro / Las Vegas, with an unresolved question over scope and a possible California extension). Financing is being pursued on parallel tracks — private credit through Emanay Capital and, independently, an SBA 7(a) process through Velocity SBA / Apple Pie Capital — which have not yet been fully reconciled with each other.
Emanay Assessment: South Miami is the more advanced and de-risked track — franchisor transfer consent is now confirmed, the financing structure (bridge-to-SBA) is defined, and the closing timeline is firm. The Regent Portfolio track carries open items that need resolution before it can be underwritten with confidence: two non-matching LOI drafts, an unexplained "California Opportunity" folder with a lapsed closing date, and two lender tracks running without visible coordination. These are flagged in the Risk Register (Section 09) and should be resolved before further capital-partner outreach.
Section 02
Client & Platform Profile
02.1 — Client
Sponsor Profile
| Client / Sponsor | Joy Vertz (with Tim Vertz) |
| Operating Entity | Buttercup Brands LLC |
| Existing Portfolio | Established multi-unit Drybar franchisee — existing locations include Milwaukee (Third Ward, Whitefish Bay), Illinois (Naperville, River North, Lincoln Park, Midland Hotel City Center), Indiana (Highland), Montana (Missoula) — plus the affiliate entities below |
| Recognition | 2023 Drybar Franchisee of the Year |
| Affiliate / Guarantor Entities | Joy DB LLC · Joy DB-LP LLC · Joy DB-RN LLC · Joy DB-W LLC · Joy DB-WFB LLC · Twin Crowns LLC · Vertz Marketing LLC (identified via Velocity SBA underwriting needs list, June 29, 2026) |
| Key Operating Personnel | Bielka — District Manager (10-year Drybar veteran) · Reina — Fort Lauderdale Manager |
02.2 — Platform Strategy
Roll-Up Thesis
Buttercup Brands is executing a multi-deal Drybar acquisition strategy, layering distressed and off-market portfolio acquisitions onto its existing base to build toward a 35+ unit, $40M+ revenue platform positioned for a 6–8x institutional exit. Emanay is engaged as the full buy-side advisory team across sourcing, underwriting, financing coordination, and closing execution.
Section 03
Engagement Terms & Fee Structure
Terms below reflect the fee restructure finalized on the June 25, 2026 engagement call and confirmed via Fathom recap the same day.
| Retainer | $10,000 upfront (revised up from an initial $7,500) — remaining milestone payments paused until deal closing |
| Acquisition Fee | 1x Lehman formula |
| Professional Fees | Billed as incurred (not via monthly retainer), subject to client pre-approval — enhances client cost control. Transaction-specific accounting work is bundled into the acquisition fee; ongoing bookkeeping / advisory for the existing portfolio is scopeable separately. |
| Termination | 30 days written notice, with a 12-month tail period |
| Platform Exit Fee | ~3% noted non-bindingly in the proposal; negotiation deliberately shelved/deferred to a later date |
| Advisory Board / Exclusivity | External board members and advisors permitted without conflict; exclusivity terms allow the client to engage outside expert resources needed to scale the business |
| Carve-Outs | Existing advisor and lender relationships carved out of the proposal |
Context: Joy raised cost/scope questions prior to signing (June 24 email, cc’d Rick at RobynCG and Tim at Vertz Marketing). Emanay responded same-window explaining the holistic engagement-scoping approach and sent a revised proposal reflecting the above terms.
Section 04
Acquisition Mandate & Deal Pipeline
Two acquisition tracks are active under Project Buttercup, plus one deprioritized opportunity pending a feasibility study.
01
Deal South Miami Active — Aug 15 Close
Four operating Drybar locations — Brickell, Fort Lauderdale, West Palm Beach, and Palm Beach Gardens / Alton Town Center (same physical location, separate legal entity name — not a fifth location) — plus seven additional ADA development licenses. 2025 full-portfolio adjusted EBITDA ~$770K on ~$4.49M revenue; purchase price $3M at a 1.4x multiple (confirmed in the June 29 Deal Overview call). Non-cash add-backs (WPB and Alton amortization) are the key financiability driver and, per Emanay's analysis, mean the seller's own 5x EBITDA valuation logic actually understates portfolio value. Revenue growth plan includes a service price increase (to $64) in October and expanded marketing partnerships. Seller is prioritizing a stable employee transition over maximizing sale price. Franchisor transfer consent is resolved — WellBiz Brands / DB Franchise LLC approved Joy as incoming ADA transferee for Miami and Palm Beach, Florida, confirmed June 29, 2026; this is no longer a closing-condition risk.
02
Regent Portfolio (Deal #1) Needs Reconciliation
NYC Metro and Las Vegas locations, entry at ~1.4x EBITDA. Two non-matching descriptions of this deal exist in the record: (a) June 19 internal call sized it at 11 distressed locations for $3.5M, financeable via a $4M revolver off ~$1M EBITDA; (b) a signed-format LOI found in Drive (dated April 8, 2026, in a folder created June 29) covers 25 shops across NY, LA, and Las Vegas, seller Regent, L.P., price $1,187,803, with an expected closing of June 30, 2026 — a date that has already passed. These need to be reconciled as one evolving deal or flagged as two separate opportunities before further underwriting. See Risk Register, Section 09.
03
California Opportunity Undefined / Needs Scoping
Surfaced via a "ZZZ CALIFORNIA OPPORTUNITY" Drive folder created June 29, containing the 25-location LOI referenced above plus a "Valuation 2026 New Info from Regent" folder and a "California Drybar Shops 2026" folder. Status and viability are unclear pending an explicit scoping conversation with the client.
04
Las Vegas (standalone reference) Deprioritized
Referenced separately in the June 25 engagement call as an outstanding opportunity requiring a feasibility study before further action. Distinct from the Las Vegas locations embedded in the Regent Portfolio LOI above — do not conflate the two references.
Section 05
Financing & Capital Structure
South Miami Purchase Price
$3.0M
1.4x multiple on ~$770K adj. EBITDA
Regent Tranche 1 (Private Credit)
~$3.5M
Per memory / June 19 call sizing
Regent LOI (Drive doc)
$1,187,803
25-shop LOI, dated Apr 8, 2026 — reconcile with above
| South Miami Structure | Bridge-to-SBA recommended — private credit with an interest-only period to meet the Aug 15 close deadline, with SBA 7(a) providing the 10–15 year amortization private credit alone cannot achieve |
| Private Credit Lender | Emanay Capital (Ivan Gritsiniak) — Regent Tranche 1 ~$3.5M |
| SBA Lender Track | Velocity SBA (Matthew Spitz, Kevin Thornton) with Apple Pie Capital (Caleb Camara) — active loan request under "JOYDB-NYC LLC dba DryBar" |
Open item: On June 29, Velocity SBA sent a full underwriting needs list (YTD financials, 2023–2025 tax returns, personal financial statements, debt schedules) spanning DryBar Holdings LLC (seller) and seven of Joy's affiliate entities. Joy flagged the volume of work and asked whether pursuing it was worthwhile given financing was otherwise "good." Alex instructed her to table the Velocity paperwork for now and stay focused on the targets, on the basis that financing is handled — but the private-credit (Emanay Capital) and SBA (Velocity/Apple Pie) tracks have not been visibly reconciled with each other, and both appear to remain technically open.
Section 06
Engagement Timeline
Jun 18, 2026
NDA Executed
"M&A Buy-Side NDA — Joy Vertz" viewed and completed by Joy via PandaDoc.
Source: PandaDoc notification (Gmail) — Form ID 4qAbnAvNiR3YMwFjNKmGnF
Jun 19, 2026
Internal Financing Strategy Call
Ivan Gritsiniak, Richard Sanchez, David Rosati, Alex Camus reviewed the Drybar roll-up opportunity: 11 distressed locations for $3.5M, financeable via a $4M revolver off ~$1M current EBITDA. Decided to move to full-scope engagement and issue an engagement letter.
Attendees: Ivan Gritsiniak, Richard Sanchez, David Rosati, Alex Camus • Source: Gemini meeting notes
Jun 23, 2026
Onboarding Materials & Proposal Sent
Committee-approved roll-up advisory proposal and onboarding materials sent to Joy ahead of the onboarding call; same-day "Next Steps Re: Drybar Roll-up" call held with Joy.
Source: Gmail (admin@emanay.io) • Gemini meeting notes
Jun 24, 2026
Client Questions Prior to Signing
Joy raised cost/scope questions before signing, cc'ing Rick (RobynCG) and Tim (Vertz Marketing). Alex responded explaining Emanay's holistic engagement-scoping approach.
Source: Gmail thread "A few questions prior to signing"
Jun 25, 2026
Engagement Terms Finalized
Retainer raised to $10K, 1x Lehman acquisition fee, professional fees billed as-incurred, 30-day/12-month-tail termination, 3% platform exit fee shelved. Florida (South Miami) confirmed as priority for the Aug 15 close deadline; Vegas opportunity requires a feasibility study before further action. Revised proposal sent to Joy same day.
Attendees: David Rosati, Alex Camus, Joy Vertz • Source: Fathom call recap + Gemini meeting notes
Jun 29, 2026
Project Buttercup — Deal Overview Call
Florida portfolio strategy reviewed and locked: 1.4x multiple, 7 additional development licenses, DSCR analysis and proforma assigned to Alex/Sofia, seller price ask assigned to Joy, and an Ivan–Joy financing introduction arranged. Sofia D'Ortone confirmed as strategic associate supporting underwriting.
Attendees: David Rosati, Alex Camus, Ivan Gritsiniak, Sofia D'Ortone, Richard Sanchez, Joy Vertz • Source: Gemini meeting notes
Jun 29, 2026
Franchisor Transfer Consent Confirmed
WellBiz Brands / DB Franchise LLC approved Joy as incoming ADA transferee for Miami and Palm Beach, Florida. Removes this item as a South Miami closing-condition risk.
Jun 29, 2026
Velocity SBA Needs List & Client Pushback
Matthew Spitz (Velocity SBA), cc'ing Kevin Thornton and Caleb Camara (Apple Pie Capital), sent a full SBA underwriting needs list for "JOYDB-NYC LLC dba DryBar." Joy forwarded it to Alex expressing concern over the workload and asking whether financing was otherwise secure. Alex instructed her to table the Velocity paperwork and stay focused on the targets.
Source: Gmail thread "JOYDB-NYC LLC dba DryBar - Velocity Needs List"
Jun 30, 2026
Regent LOI Deadline (per prior record)
LOI deadline referenced in engagement memory; the Drive-sourced 25-shop LOI also carries an expected closing date of June 30, 2026. Current status of both should be confirmed directly with the client / Regent counterparty.
Section 07
Data Room Status
07.1 — Drive Structure
Project Buttercup Root Folder
Organized into eight numbered subfolders: 01 Corporate & Entity Structure, 02 Platform Overview & Strategy, 03 Financial Model & Projections, 04 Acquisition Targets, 05 Legal & Contracts, 06 Capital Structure & Financing, 08 Investor Relations & Reporting (07 not observed). Acquisition Targets contains the Regent Portfolio and South Miami target folders.
07.2 — South Miami Data Room
Contents by Category
| Financials | Populated — supports the 2025 adjusted EBITDA and revenue figures cited in Section 04 |
| Balance Sheets | Populated |
| Leases | Populated |
| Franchise Documents | Populated |
| Business History | Populated |
| Operations & Overhead | Populated |
| People & Payroll | Populated |
| Contracts & Obligations | Populated |
| Dashboards | Populated |
07.3 — Regent Portfolio Data Room
Contents & Open Items
| ZZZ California Opportunity (folder) | Created June 29, 2026 — contains the 25-shop LOI (Apr 8, 2026, seller Regent L.P.), a "Valuation 2026 New Info from Regent — March 2026" subfolder, and a "California Drybar Shops 2026" subfolder. Naming convention and late creation date suggest this needs owner review before being treated as authoritative. |
07.4 — PandaDoc
Signature Status
| NDA | Complete — all participants (June 18, 2026) |
| Proposal | Signature token embedded in the June proposal document; full execution status should be confirmed directly in PandaDoc |
Data hygiene note: A Drive note titled "Alex x Rick Re: priject Buttercup" (June 29) was found under Buttercup-related search terms but its actual content concerns an unrelated engagement (a parks-industry roll-up under separate branding). Excluded from this memo; flagged here only as a filing/labeling issue worth a quick cleanup pass.
Section 08
Emanay Deal Team
Managing Director
Alexandre Camus
Owns the client relationship and buy-side mandate; leads deal review, financing coordination, and proposal negotiation.
alex@emanay.io
Internal Review
David Rosati
Reviews proposal terms and engagement scoping internally; participant on client calls.
rosati@emanay.io
Private Credit
Ivan Gritsiniak
Emanay Capital — leads private credit placement and lender outreach for both South Miami and Regent tracks.
ivan@emanay.io
Strategic Associate
Sofia D'Ortone
Added June 29, 2026 to support underwriting — DSCR analysis and acquisition proforma build for South Miami.
sofia.d@emanay.io
Accounting
Richard Sanchez
Reviews target financials; transaction-specific accounting support.
richard@accounting.emanay.io
Client-Side Operations
Bielka & Reina
Bielka — District Manager, 10-year Drybar veteran. Reina — Fort Lauderdale location manager.
R1
Regent Portfolio — Conflicting LOI Versions High
11-location/$3.5M framing (internal, June 19) vs. 25-shop/$1,187,803 signed-format LOI (Drive, dated April 8, expected close already lapsed). Underwriting and lender conversations should not proceed on this track until reconciled with the client and, if needed, Regent counterparty directly.
R2
Dual, Uncoordinated Lender Tracks High
Emanay Capital (private credit, ~$3.5M Tranche 1) and Velocity SBA / Apple Pie Capital (SBA 7(a), active needs list issued June 29) are both live without visible coordination. Risk of duplicated diligence, conflicting terms presented to the client, or a lender relationship damaged by the "table this" instruction given directly to Velocity's contact via Joy.
R3
California Opportunity — Undefined Scope Medium
No explicit mandate discussion on record for a California expansion; the LOI found carries a lapsed closing date. Needs an explicit go/no-go conversation with Joy before further work is done in that folder.
R4
Client Bandwidth on Lender Paperwork Medium
Joy flagged the Velocity SBA needs list as a heavy lift across seven affiliate entities. Ongoing risk of client fatigue slowing the SBA track if it's ultimately needed; consider delegating document collection or narrowing the ask.
R5
Las Vegas Feasibility Outstanding Low
Deprioritized pending a feasibility study per the June 25 call; no immediate action required but should not be dropped silently.
R6
Platform Exit Fee Not Yet Formalized Low
~3% platform exit fee currently sits as a non-binding note in the proposal. Should be formalized well before any platform-level exit event.
R7
Data Room Filing Hygiene Low
At least one mislabeled Drive document ("Alex x Rick Re: priject Buttercup") surfaces under Buttercup search terms but belongs to an unrelated engagement. Recommend a filing cleanup pass to avoid future misattribution.
This Deal Memorandum has been prepared by Emanay Advisors for internal use, compiled from Gmail correspondence, Google Drive data room contents, Gemini/Fathom meeting notes, and PandaDoc activity through July 9, 2026. Doc Ref: BUTTERCUP-DM-2026-07-09-v1 · Prepared July 9, 2026 · Emanay Inc. · 1221 Brickell Ave Suite 900 · Miami FL 33131 · advisors@emanay.io · Strictly Confidential — Not for Distribution