Project Buttercup · Buy-Side M&A Advisory
1221 Brickell Ave, Suite 900
Miami, FL 33131
legal@emanay.io · emanay.io
Miami, FL 33131
legal@emanay.io · emanay.io
Term Sheet — Drybar Franchise Acquisition · South Florida Portfolio
Buttercup Brands & South Florida Sellers
Asset Purchase — 4 Drybar Locations + 7 Development Licenses
Asset Purchase — 4 Drybar Locations + 7 Development Licenses
Buyer
Buttercup Brands
dba Joy Vertz / Drybar Multi-Unit Franchisee
Acquiring entity: DBFL Holdings, LLC (to be formed)
Principal: Joy Vertz, Owner & Operator
Advisor: Emanay Advisors (Buy-Side)
alex@emanay.io
Acquiring entity: DBFL Holdings, LLC (to be formed)
Principal: Joy Vertz, Owner & Operator
Advisor: Emanay Advisors (Buy-Side)
alex@emanay.io
Seller
South Florida Drybar Portfolio
Whitney & Juan Salazar
Assets: Brickell, Fort Lauderdale, West Palm Beach, Palm Beach Gardens/Alton
+ 7 ADA development licenses (Miami / Palm Beach)
Assets: Brickell, Fort Lauderdale, West Palm Beach, Palm Beach Gardens/Alton
+ 7 ADA development licenses (Miami / Palm Beach)
The following outlines proposed economic terms for discussion purposes as we move toward a definitive Letter of Intent. This is intended as a starting range to align on structure before formalizing binding deal terms.
Section 01
Transaction Overview
| Structure | Asset purchase by a newly formed acquisition entity (DBFL Holdings, LLC) |
| Scope | 4 operating locations (Brickell, Fort Lauderdale, West Palm Beach, Palm Beach Gardens/Alton) plus 7 ADA development licenses |
| Purchase Price | $3,300,000 |
| Target Close | August 15, 2026 |
Section 02
Proposed Capital Stack
Cash at Closing
Funded via senior acquisition financing + buyer equity
$2,475,000 (75%)
Seller Financing
2-year term · 3% interest, fully amortizing
$495,000 (15%)
Seller Equity Roll
Rolled into a minority, non-operating interest · 3% preferred rate
$330,000 (10%)
Seller Financing amortizes at approximately $21,275/month over 24 months at 3% interest (~$255,300 annual debt service). Total consideration: $3,300,000.
Section 03
Seller Financing — Detail
| Principal | $495,000 (15% of purchase price) |
| Term | 2 years |
| Rate | 3%, fully amortizing over the term |
| Security | Subordinate to senior acquisition lender, terms subject to intercreditor agreement — to be negotiated with senior lender |
Section 04
Seller Equity Roll — Detail
| Rolled Interest | $330,000 (10% of purchase price), converted into a minority membership interest in DBFL Holdings, LLC |
| Role | Silent / non-operating — no involvement in day-to-day management |
| Preferred Rate | 3% — structure (fixed preferred distribution vs. amortized note-style payout) to be finalized with counsel |
Note: the equity roll is being proposed as a true minority equity interest, not debt — the "3% amortized" reference above is a placeholder for a preferred distribution rate and payout cadence, and should be finalized in definitive documents rather than treated as a loan repayment schedule.
Section 05
Status of This Term Sheet
Non-binding. This term sheet is intended solely to align on economic terms ahead of a definitive Letter of Intent and is subject to completion of due diligence, financing, and negotiation of final transaction documents. Nothing in this term sheet obligates either party to proceed with a transaction.
Emanay Inc., operating under the trade name Emanay Advisors, does not offer, solicit, or sell securities. All professional services provided through the Emanay platform are rendered exclusively by its respective affiliate divisions and entities. Accounting and financial reporting services are rendered exclusively by Emanay Accounting, LLC, a separate and independently licensed professional entity. Legal services are rendered exclusively by Emanay Law Group PLLC, a separate and independently licensed professional entity. Capital markets advisory services are rendered exclusively by Emanay Capital LLC. This Term Sheet has been prepared by Emanay Advisors solely on behalf of Buttercup Brands / Joy Vertz for presentation to the South Florida sellers (Whitney & Juan Salazar) and is strictly confidential.
Nothing contained herein constitutes legal, tax, financial, or investment advice. This Term Sheet is a non-binding expression of proposed terms only, intended solely to align on structure ahead of a definitive Letter of Intent. All financial figures are estimates for discussion purposes and are subject to due diligence verification. Consummation of any transaction is subject to execution of definitive documentation and satisfaction of all conditions precedent to be set forth therein.