BlueMauMau reports that Dunkin’ Brands has announced its intent to purchase some of the stores of troubled Kainos Partners Holding Company, a master franchise of 56 Dunkin’ Donuts shops located in New York, South Carolina and Nevada. Dunkin’ will acquire the franchisee’s stores to be owned and run by the franchisor, and then refranchise them later.

Kainos Partners Website

In an email sent out to Dunkin’ franchisees, CEO Nigel Travis explained the franchisors intent to buy the company. “Kainos has been unable to emerge from bankruptcy and has filed a motion seeking an order authorizing bidding procedures to be employed in connection with the proposed sale of their Dunkin’ Donuts restaurants and related assets,” Travis wrote. “Dunkin’ Brands has submitted a bid to purchase a substantial portion of the assets and business operations.”

Travis went on to write, “Kainos will continue to operate its Dunkin’ Donuts restaurants in Buffalo, NY, Greenville, SC, and Las Vegas, NV until the conclusion of the sale process.”

Attorney Adam Seigelheim, chair of Stark & Stark franchise group elaborates. “The implication from Nigel’s email is that Kainos is not going to put forward a plan to come out of Chapter 11,” the franchise attorney explains of last Wednesday’s deadline by the court to file a plan and the company’s missing of that deadline. “They’ll remain in chapter 11 but will move to sell off their assets in the ordinary course of business,” says Seigelheim.

Refranchising bankrupt Dunkin’ stores

“Dunkin’ submitted a proposed order to acquire the assets of Kainos under a 363 sale, which is the code section for selling stuff through bankruptcy,” says Jim Balis, who is both chief executive officer and chief financial officer of Kainos Partners.

A “363” sale refers to a sale of a company’s assets who is undergoing bankruptcy, as in a Chapter 11 reorganization. It refers to the bankruptcy code that regulates the procedure, 11 USC §363.

“I think the order will be entered on Monday (March 8) for that proposed 363 sale, says Balis. “Over the next month, we will be marketing units to see if anybody else is interested to buy the assets of Kainos, the debtor.”

“It looks like they are going to sell off their assets through a liquidated chapter 11,” explains franchise attorney, Adam Seigelheim.

Michelle King, director of global public relations for Dunkin’ Brands, adds, “Other buyers will have an opportunity to purchase the assets of Kainos subject to bankruptcy court approval. Although a final date has not yet been set for completion of the sale, we believe it to be in early April. In the meantime, Kainos will continue to operate in all markets.”

One year’s high flyer crashes the next

Kainos’ Balis says that the original franchise agreement that Dunkin’ required was for Kainos to commit and build over a hundred units in various states. Kainos received development money when credit was flowing from private equity investor Palisades Capital and senior secured lender CIT.

The master franchise quickly built some 56 stores in New York, South Carolina and Nevada since 2005.

Dunkin’ was happy.

Dunkin’ Donuts honored New York-based Kainos Partners as “developer of the year” in July, 2008, meant to have the way it grows emulated by others. In a toast given at a ceremony for its award winners, Jon Luther, who at the time was chairman and chief executive officer of Dunkin’ Brands, Inc., said: “This room is filled with an accomplished and elite group of leaders from all around the world who represent the very best of the Dunkin’ Brands system. I applaud the values and dedication you all bring to this company.”

But a year later, Kainos was filing Chapter 11 for bankruptcy protection.

When asked why the master franchise failed and whether the high number of store locations spread out in such a diverse geography had caused the company’s downfall, CEO Balis replied, “Unfortunately, I cannot comment on that.”

Dunkin’ has been caught up in the coffee wars, a war over the menu price among McDonald’s, Starbucks and others over cups of coffee. Meanwhile, competitors are increasing breakfast offerings to raise revenues in the tough economy. “It is a challenging market,” says Balis over his firm’s decline. “It didn’t help that some of our competitors are advertising very aggressively in the breakfast segment.”

Kevin McCarthy, current chairman of Dunkin Donuts Indepedent Franchise Owners association and a former vice president of real estate and operations at Dunkin’ Donuts, thinks that it is a problem of franchisor Dunkin’ not understanding the chain’s traditional strengths. Speaking strictly on behalf of himself, McCarthy thinks misconceptions caused Dunkin’ to use the wrong development strategy.

He stresses that Dunkin’ is largely a mom & pop franchise chain. It should grow organically, rather than using large area developers. “Nothing replaces a franchise operator who is on premise,” declares McCarthy. He stresses a slower but more steady growth is by opening a store to get it profitable, and then open another in a fairly contiguous neighborhood that the owners know well.

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