Last year, I wrote a column on the “ROBOT” trademark assignment case. Recently, I had the chance to help facilitate a cross-border trademark sale, which led me to review—and develop strategic insights from—major transactions over the past decade involving U.S. F&B franchises and brand or trademark divestitures. I’m sharing a brief summary of that analysis below.
Over the last ten years, the U.S. F&B market has been shaped by two major forces: (i) portfolio expansion by large restaurant groups and (ii) active acquisitions driven by private equity (PE). In particular, industry giants such as Inspire Brands and Restaurant Brands International (RBI) have grown aggressively through M&A—transactions that clearly demonstrate how trademarks and other IP function as core assets in enterprise valuation.
One of the most familiar—and emblematic—transactions in recent years is the 2023 sale of Subway. The deal, reportedly valued at approximately USD 9.6 billion, was acquired by private equity firm Roark Capital. This transaction sent ripples far beyond a typical franchise sale, resonating across the F&B industry and the IP market alike. The fact that one of the world’s largest franchise brands—owned by the founder’s family for 58 years and long recognized as having one of the largest global store footprints—was transferred into PE ownership underscores a broader shift: F&B brands and operating rights have fully matured into tradeable financial assets in the hands of private equity.
It would be an oversimplification to view Roark Capital’s acquisition as merely buying “sandwich shops.” What Roark effectively acquired was a massive licensing system built on tens of thousands of franchise agreements, along with the substantial global goodwill embodied in the single SUBWAY trademark.
It is also worth noting that Roark is already the parent company of Inspire Brands. In that context, the transaction can be unglobal goodwillderstood as a strategic add-on—bringing a powerful IP asset into Roark’s existing F&B portfolio to drive economies of scale and operational synergies. At the center of a multi-billion-dollar deal, in other words, is an intangible asset: trademark rights and the goodwill they carry.
For context, Inspire Brands’ acquisition of Dunkin’ Brands is another instructive example. The transaction, announced in 2020 and completed in 2021, was valued at approximately USD 11.3 billion. Inspire already owned brands spanning multiple categories—such as Arby’s and Buffalo Wild Wings—and, viewed as a whole, this deal further solidified Inspire’s position as an IP-driven platform company in the F&B industry.
Inspire’s core playbook can be understood as (1) category leadership and (2) category expansion. Prior to these acquisitions, Inspire’s portfolio lacked clear leaders in everyday, high-frequency consumption categories such as coffee and donuts, sandwiches, and ice cream. By adding IP assets with exceptional brand recognition and trademark value—Dunkin’ and Baskin-Robbins, and later Subway—Inspire effectively built a portfolio capable of covering a customer’s day-to-day consumption occasions across multiple core segments, completing an integrated F&B platform.
The transactions discussed above are not standalone trademark deals; they involve acquisitions of the entire franchise business. That said, although uncommon, there have been cases where a company or franchisor has carved out and sold the trademark rights separately.
In most franchise systems, the trademark is tightly integrated with the operating business—namely the franchise agreements, operating know-how, and supply chain. Franchising is, at its core, a licensing model: the franchisor grants franchisees the right to use the trademark and collects royalties in return. For that reason, separating the mark from the operating system and selling the trademark alone is not typical.
Moreover, the value of a trademark—its goodwill—is accumulated through the successful commercial operation of the branded locations. In that sense, separating the trademark from the underlying operations can be akin to separating a brand’s “soul” from its “body.”
However, in certain circumstances, this kind of carve-out sale does occur. The most common scenario is bankruptcy. In particular, in a Chapter 7 liquidation, the operating company ceases all business activities and enters a wind-down process. Even then, the brand equity built over decades—i.e., the trademark and related intangible IP assets—can remain legally valid and economically valuable, and may be sold at auction.
In other words, while the operating entity may disappear, a brand that continues to live in consumers’ minds can still be bought and sold as an asset.
A well-known example of an IP-only sale following bankruptcy is Dean & DeLuca. In 2020, the company filed for bankruptcy protection in the United States and closed all of its stores. The physical operating footprint effectively disappeared, leaving primarily intangible assets—such as the Dean & DeLuca brand name, logos, web domains, and customer data.
In 2021, a new investor group, DB Worldwide, acquired the IP package even though there were no operating brick-and-mortar locations. The group’s goal was to leverage the trademark’s residual value to rebuild the brand through e-commerce and licensing. This case illustrates that even after a franchise’s physical operations have ceased, the trademark can still be traded as a standalone asset.
Similar attempts to rebuild a business through trademark acquisition can be found in the stories of Bennigan’s and Steak and Ale. In 2008, the parent company that owned both brands filed for Chapter 7 liquidation, and hundreds of corporate-owned locations across the United States reportedly shut down virtually overnight. While the operating entity disappeared, the accumulated brand recognition—along with the trademarks, recipes, and other IP assets—remained and could be sold through an auction process.
After changing hands multiple times, the IP package ultimately ended up with a new owner in 2021: Legendary Restaurant Brands. The company effectively began rebuilding a franchise system starting from the trademarks and related intangible assets. As a result, in 2024, Steak and Ale—a brand that had vanished from much of the U.S. market after bankruptcy—opened its first new location in sixteen years. This is a compelling example of how a trademark, as an intangible asset, can serve as the foundation for launching a new business.
Another scenario is brand splitting, which can arise when a single brand operates in two distinct markets. For example, a company may run a restaurant franchise business (service sector, Class 43) while also operating a CPG (consumer packaged goods) business—such as sauces or frozen foods sold through supermarkets under the same brand (typically Classes 29 and/or 30).
In that situation, a company may decide—based on strategic considerations—to separate and sell the two business units. When this happens, the trademark rights can also be divided and transferred on a channel-specific basis, such as restaurant-channel rights versus retail/CPG-channel rights.
A notable example of brand splitting is the 2016 Friendly’s transaction. Friendly’s was a well-known East Coast ice cream and restaurant chain that operated both (i) a restaurant franchise business (Class 43) and (ii) a supermarket-distributed Friendly’s branded ice cream business (typically Class 30) at the same time.
In 2016, Friendly’s parent company decided to separate these two business lines and sold the supermarket ice cream distribution business to the dairy conglomerate Dean Foods. That transaction included an exclusive right to use the Friendly’s trademark in the supermarket channel. Meanwhile, the original parent retained the restaurant franchise business and the right to use the Friendly’s mark in the restaurant channel.
As a result, the same Friendly’s trademark rights were effectively divided by channel and allocated to two different companies—an unusually interesting example of a channel-based trademark carve-out.
One of the most common structures in practice is that large F&B groups establish an IP holding company as part of tax optimization and/or asset monetization strategies, and transfer key trademark rights into that separate entity. Under this structure, the holding company owns the core trademarks (e.g., Dunkin’, Arby’s), while the operating company that runs the franchise business pays the holding company annual royalties under an internal license arrangement.
Because trademark ownership and operating activities are already legally separated, the parent company could, at least in theory, consider a carve-out sale of the trademark portfolio by selling the IP holding company itself.
While reviewing these transactions, I came across a particularly interesting IP-centric business model worth highlighting: Authentic Brands Group (ABG), one of the key players in IP-focused M&A. During the 2023 Subway sale discussed above, ABG was widely mentioned as a serious potential bidder alongside the eventual acquirer, Roark Capital.
Importantly, ABG is not a restaurant operator. ABG is an IP-focused company that owns a portfolio of well-known brands—such as Reebok, Forever 21, and Sports Illustrated—and is known for acquiring primarily the trademark and related IP rights of established brands, often those facing financial distress.
ABG’s business model is asset-light: rather than operating the acquired brands itself, ABG licenses the IP to specialized operating partners—such as SPARC Group—and generates revenue primarily through royalties. The fact that ABG was involved as a potential acquirer in the Subway transaction suggests an important shift in market perception: F&B franchise brands, too, can be evaluated as licensable IP assets, not only as operating businesses.
One particularly interesting detail I noticed while looking into ABG is that Shaquille O’Neal, the former NBA superstar, is listed as one of ABG’s significant stakeholders and a key strategic partner. Shaq is widely known to operate multiple Papa John’s locations and to have served in a brand ambassador role. He is also the founder of a separate franchise concept, Big Chicken.
Against this broader market backdrop, the question becomes: if you own an F&B-related trademark portfolio and want to successfully sell it to a strategic investor or a platform player like ABG, what strategy should you adopt? Drawing on ABG’s business model, we can distill three core strategic considerations for a successful trademark/IP exit.
First, you need to build an IP package, not merely present a “trademark registration certificate.” What ABG acquires is not just a name—it is a story and a brand universe. Accordingly, the asset should be organized as a cohesive package that includes clear brand guidelines, a compelling brand narrative that resonates with consumers, and related rights such as domains and design rights (where applicable).
The key is to deliver the intangible assets in a well-organized, deployment-ready state, so that the buyer can immediately leverage the IP for a licensing business.
Second, you should prove the trademark’s current value through a meaningful proof of concept. For example, ABG does not typically acquire ideas based solely on “potential.” It tends to prefer brands whose consumer awareness and demand have already been validated.
If the trademark you intend to sell is not yet widely recognized, it may be necessary to make targeted, upfront investments to demonstrate its value. Launching a well-executed flagship store or pop-up in symbolic markets such as New York, Los Angeles, or London—and generating credible press coverage and social media buzz—can serve as tangible evidence that the trademark is not merely a registration on paper, but a living asset that already moves consumers.
Naturally, market response can materially affect valuation—either upward or downward—depending on how convincingly that proof of concept is established.
Finally, you should present the buyer with a clear monetization playbook—a practical answer to the question: “If I buy this trademark, how do I make money with it?” Ideally, your sale deck should already include that roadmap.
One effective approach is to reverse-engineer and proactively propose an ABG-style licensing model. For example, you might show that acquiring this F&B trademark/IP could enable:
- CPG licensing (similar to how brands like Cinnabon extend into consumer packaged goods),
- ingredient branding arrangements—akin to the “Intel Inside” model—where the brand is licensed as an ingredient/quality mark in F&B automation or packaged offerings, and
- kiosk or concession licensing to operators in airports, stadiums, and other high-traffic venues.
The key is to convince acquisition candidates that the IP is not merely a brand name, but an asset capable of generating near-term, repeatable cash flow through well-defined licensing channels.
In conclusion, the role of trademarks in the F&B industry has changed dramatically. A trademark is no longer viewed merely as a source identifier; it has evolved into a core asset—and in some cases a financial product—capable of supporting multi-billion-dollar transactions. Major franchise M&A deals involving brands like Subway and Dunkin’, as well as carve-out or standalone trademark transactions like Friendly’s and Dean & DeLuca, all underscore the growing importance of IP in valuation and deal structure. The emergence of IP-focused firms such as ABG is only accelerating this shift.
Accordingly, trademark owners in the F&B sector should no longer focus solely on traditional franchise expansion. Instead, it is time to adopt a more sophisticated IP strategy—one that packages the IP as an attractive investable asset, demonstrates its value to the market, and designs concrete monetization pathways that make the brand immediately actionable for strategic buyers and IP platform investors.
Cheolhyun Yoo
Partner Patent Attorney at BLT Patent & Law Firm: www.en.blt.kr
#BLT #Trademark #BrandIP #IPStrategy #IPConsulting #Franchising #Licensing #BrandValuation #Goodwill #MergersAndAcquisitions #PrivateEquity #AssetLight #FoodAndBeverage #BrandManagement #PortfolioStrategy #IntellectualProperty #TrademarkStrategy #IPPortfolio #Brand #MAndA #PE #PlatformBusiness #Bankruptcy #Chapter7 #Subway #Dunkin #InspireBrands #RBI #AuthenticBrandsGroup #ABG #Bennigans #Friendlys #DeanAndDeLuca #Branding #FandB
Last year, I wrote a column on the “ROBOT” trademark assignment case. Recently, I had the chance to help facilitate a cross-border trademark sale, which led me to review—and develop strategic insights from—major transactions over the past decade involving U.S. F&B franchises and brand or trademark divestitures. I’m sharing a brief summary of that analysis below.
Over the last ten years, the U.S. F&B market has been shaped by two major forces: (i) portfolio expansion by large restaurant groups and (ii) active acquisitions driven by private equity (PE). In particular, industry giants such as Inspire Brands and Restaurant Brands International (RBI) have grown aggressively through M&A—transactions that clearly demonstrate how trademarks and other IP function as core assets in enterprise valuation.
One of the most familiar—and emblematic—transactions in recent years is the 2023 sale of Subway. The deal, reportedly valued at approximately USD 9.6 billion, was acquired by private equity firm Roark Capital. This transaction sent ripples far beyond a typical franchise sale, resonating across the F&B industry and the IP market alike. The fact that one of the world’s largest franchise brands—owned by the founder’s family for 58 years and long recognized as having one of the largest global store footprints—was transferred into PE ownership underscores a broader shift: F&B brands and operating rights have fully matured into tradeable financial assets in the hands of private equity.
It would be an oversimplification to view Roark Capital’s acquisition as merely buying “sandwich shops.” What Roark effectively acquired was a massive licensing system built on tens of thousands of franchise agreements, along with the substantial global goodwill embodied in the single SUBWAY trademark.
It is also worth noting that Roark is already the parent company of Inspire Brands. In that context, the transaction can be unglobal goodwillderstood as a strategic add-on—bringing a powerful IP asset into Roark’s existing F&B portfolio to drive economies of scale and operational synergies. At the center of a multi-billion-dollar deal, in other words, is an intangible asset: trademark rights and the goodwill they carry.
For context, Inspire Brands’ acquisition of Dunkin’ Brands is another instructive example. The transaction, announced in 2020 and completed in 2021, was valued at approximately USD 11.3 billion. Inspire already owned brands spanning multiple categories—such as Arby’s and Buffalo Wild Wings—and, viewed as a whole, this deal further solidified Inspire’s position as an IP-driven platform company in the F&B industry.
Inspire’s core playbook can be understood as (1) category leadership and (2) category expansion. Prior to these acquisitions, Inspire’s portfolio lacked clear leaders in everyday, high-frequency consumption categories such as coffee and donuts, sandwiches, and ice cream. By adding IP assets with exceptional brand recognition and trademark value—Dunkin’ and Baskin-Robbins, and later Subway—Inspire effectively built a portfolio capable of covering a customer’s day-to-day consumption occasions across multiple core segments, completing an integrated F&B platform.
The transactions discussed above are not standalone trademark deals; they involve acquisitions of the entire franchise business. That said, although uncommon, there have been cases where a company or franchisor has carved out and sold the trademark rights separately.
In most franchise systems, the trademark is tightly integrated with the operating business—namely the franchise agreements, operating know-how, and supply chain. Franchising is, at its core, a licensing model: the franchisor grants franchisees the right to use the trademark and collects royalties in return. For that reason, separating the mark from the operating system and selling the trademark alone is not typical.
Moreover, the value of a trademark—its goodwill—is accumulated through the successful commercial operation of the branded locations. In that sense, separating the trademark from the underlying operations can be akin to separating a brand’s “soul” from its “body.”
However, in certain circumstances, this kind of carve-out sale does occur. The most common scenario is bankruptcy. In particular, in a Chapter 7 liquidation, the operating company ceases all business activities and enters a wind-down process. Even then, the brand equity built over decades—i.e., the trademark and related intangible IP assets—can remain legally valid and economically valuable, and may be sold at auction.
In other words, while the operating entity may disappear, a brand that continues to live in consumers’ minds can still be bought and sold as an asset.
A well-known example of an IP-only sale following bankruptcy is Dean & DeLuca. In 2020, the company filed for bankruptcy protection in the United States and closed all of its stores. The physical operating footprint effectively disappeared, leaving primarily intangible assets—such as the Dean & DeLuca brand name, logos, web domains, and customer data.
In 2021, a new investor group, DB Worldwide, acquired the IP package even though there were no operating brick-and-mortar locations. The group’s goal was to leverage the trademark’s residual value to rebuild the brand through e-commerce and licensing. This case illustrates that even after a franchise’s physical operations have ceased, the trademark can still be traded as a standalone asset.
Similar attempts to rebuild a business through trademark acquisition can be found in the stories of Bennigan’s and Steak and Ale. In 2008, the parent company that owned both brands filed for Chapter 7 liquidation, and hundreds of corporate-owned locations across the United States reportedly shut down virtually overnight. While the operating entity disappeared, the accumulated brand recognition—along with the trademarks, recipes, and other IP assets—remained and could be sold through an auction process.
After changing hands multiple times, the IP package ultimately ended up with a new owner in 2021: Legendary Restaurant Brands. The company effectively began rebuilding a franchise system starting from the trademarks and related intangible assets. As a result, in 2024, Steak and Ale—a brand that had vanished from much of the U.S. market after bankruptcy—opened its first new location in sixteen years. This is a compelling example of how a trademark, as an intangible asset, can serve as the foundation for launching a new business.
Another scenario is brand splitting, which can arise when a single brand operates in two distinct markets. For example, a company may run a restaurant franchise business (service sector, Class 43) while also operating a CPG (consumer packaged goods) business—such as sauces or frozen foods sold through supermarkets under the same brand (typically Classes 29 and/or 30).
In that situation, a company may decide—based on strategic considerations—to separate and sell the two business units. When this happens, the trademark rights can also be divided and transferred on a channel-specific basis, such as restaurant-channel rights versus retail/CPG-channel rights.
A notable example of brand splitting is the 2016 Friendly’s transaction. Friendly’s was a well-known East Coast ice cream and restaurant chain that operated both (i) a restaurant franchise business (Class 43) and (ii) a supermarket-distributed Friendly’s branded ice cream business (typically Class 30) at the same time.
In 2016, Friendly’s parent company decided to separate these two business lines and sold the supermarket ice cream distribution business to the dairy conglomerate Dean Foods. That transaction included an exclusive right to use the Friendly’s trademark in the supermarket channel. Meanwhile, the original parent retained the restaurant franchise business and the right to use the Friendly’s mark in the restaurant channel.
As a result, the same Friendly’s trademark rights were effectively divided by channel and allocated to two different companies—an unusually interesting example of a channel-based trademark carve-out.
One of the most common structures in practice is that large F&B groups establish an IP holding company as part of tax optimization and/or asset monetization strategies, and transfer key trademark rights into that separate entity. Under this structure, the holding company owns the core trademarks (e.g., Dunkin’, Arby’s), while the operating company that runs the franchise business pays the holding company annual royalties under an internal license arrangement.
Because trademark ownership and operating activities are already legally separated, the parent company could, at least in theory, consider a carve-out sale of the trademark portfolio by selling the IP holding company itself.
While reviewing these transactions, I came across a particularly interesting IP-centric business model worth highlighting: Authentic Brands Group (ABG), one of the key players in IP-focused M&A. During the 2023 Subway sale discussed above, ABG was widely mentioned as a serious potential bidder alongside the eventual acquirer, Roark Capital.
Importantly, ABG is not a restaurant operator. ABG is an IP-focused company that owns a portfolio of well-known brands—such as Reebok, Forever 21, and Sports Illustrated—and is known for acquiring primarily the trademark and related IP rights of established brands, often those facing financial distress.
ABG’s business model is asset-light: rather than operating the acquired brands itself, ABG licenses the IP to specialized operating partners—such as SPARC Group—and generates revenue primarily through royalties. The fact that ABG was involved as a potential acquirer in the Subway transaction suggests an important shift in market perception: F&B franchise brands, too, can be evaluated as licensable IP assets, not only as operating businesses.
One particularly interesting detail I noticed while looking into ABG is that Shaquille O’Neal, the former NBA superstar, is listed as one of ABG’s significant stakeholders and a key strategic partner. Shaq is widely known to operate multiple Papa John’s locations and to have served in a brand ambassador role. He is also the founder of a separate franchise concept, Big Chicken.
Against this broader market backdrop, the question becomes: if you own an F&B-related trademark portfolio and want to successfully sell it to a strategic investor or a platform player like ABG, what strategy should you adopt? Drawing on ABG’s business model, we can distill three core strategic considerations for a successful trademark/IP exit.
First, you need to build an IP package, not merely present a “trademark registration certificate.” What ABG acquires is not just a name—it is a story and a brand universe. Accordingly, the asset should be organized as a cohesive package that includes clear brand guidelines, a compelling brand narrative that resonates with consumers, and related rights such as domains and design rights (where applicable).
The key is to deliver the intangible assets in a well-organized, deployment-ready state, so that the buyer can immediately leverage the IP for a licensing business.
Second, you should prove the trademark’s current value through a meaningful proof of concept. For example, ABG does not typically acquire ideas based solely on “potential.” It tends to prefer brands whose consumer awareness and demand have already been validated.
If the trademark you intend to sell is not yet widely recognized, it may be necessary to make targeted, upfront investments to demonstrate its value. Launching a well-executed flagship store or pop-up in symbolic markets such as New York, Los Angeles, or London—and generating credible press coverage and social media buzz—can serve as tangible evidence that the trademark is not merely a registration on paper, but a living asset that already moves consumers.
Naturally, market response can materially affect valuation—either upward or downward—depending on how convincingly that proof of concept is established.
Finally, you should present the buyer with a clear monetization playbook—a practical answer to the question: “If I buy this trademark, how do I make money with it?” Ideally, your sale deck should already include that roadmap.
One effective approach is to reverse-engineer and proactively propose an ABG-style licensing model. For example, you might show that acquiring this F&B trademark/IP could enable:
The key is to convince acquisition candidates that the IP is not merely a brand name, but an asset capable of generating near-term, repeatable cash flow through well-defined licensing channels.
In conclusion, the role of trademarks in the F&B industry has changed dramatically. A trademark is no longer viewed merely as a source identifier; it has evolved into a core asset—and in some cases a financial product—capable of supporting multi-billion-dollar transactions. Major franchise M&A deals involving brands like Subway and Dunkin’, as well as carve-out or standalone trademark transactions like Friendly’s and Dean & DeLuca, all underscore the growing importance of IP in valuation and deal structure. The emergence of IP-focused firms such as ABG is only accelerating this shift.
Accordingly, trademark owners in the F&B sector should no longer focus solely on traditional franchise expansion. Instead, it is time to adopt a more sophisticated IP strategy—one that packages the IP as an attractive investable asset, demonstrates its value to the market, and designs concrete monetization pathways that make the brand immediately actionable for strategic buyers and IP platform investors.
Cheolhyun Yoo
Partner Patent Attorney at BLT Patent & Law Firm: www.en.blt.kr
#BLT #Trademark #BrandIP #IPStrategy #IPConsulting #Franchising #Licensing #BrandValuation #Goodwill #MergersAndAcquisitions #PrivateEquity #AssetLight #FoodAndBeverage #BrandManagement #PortfolioStrategy #IntellectualProperty #TrademarkStrategy #IPPortfolio #Brand #MAndA #PE #PlatformBusiness #Bankruptcy #Chapter7 #Subway #Dunkin #InspireBrands #RBI #AuthenticBrandsGroup #ABG #Bennigans #Friendlys #DeanAndDeLuca #Branding #FandB