Strategies: Choosing The Right Approach

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International Expansion Strategies: Choosing The Right Approach International Summit Moderated By: Carl E. Zwisler Speakers: Ned Lyerly and Thomas F. Flaherty Monday, February 14, 2011 1

Ned Lyerly Executive Vice President, Global Franchise Development CKE Restaurants, Inc. International Division International and Domestic Franchise System Growth International and Domestic Franchise Real Estate Support 27 year multi functional background including international, operations, finance, marketing, franchise support, real estate and franchise sales Chairman of the International Affairs Committee at the International ti Franchise Association 5+ Million Miles on American Airlines 2

Thomas F. Flaherty, CFE Vice President, Franchising, Agile Pursuits Franchising, Inc., a Procter & Gamble Company responsible for franchising for the Tide Dry Cleaners and Mr. Clean Car Wash brands 23 years of legal and franchising experience Papa John s International, Inc. Vice President, Global Franchising Vice President, New Business Development Huddle House, Inc. Chief Development Officer Managed the signing of franchise deals for over 2,000 units on five continents 3

Carl E. Zwisler Principal, Gray Plant Mooty 35 years representing franchisors and master franchisees in domestic and international franchise transactionsti Former IFA General Counsel Author: Master Franchising: Selecting, Negotiating, and Operating a Master Franchise, Commerce Clearing House, 1999 International Franchising: A Practitioner s Guide, chapter Selecting a Format for International Franchising Author/presenter of more than 100 articles il and presentations on all facets of international and domestic franchising 4

What Are The Right Goals For International Franchising? 5

Sell products or services to un served customers Expand distribution of products or services Optimize return on investment and increase system wide sales and generate incremental EBITDA Si Seize opportunities presented tdby qualified prospective franchisees 6

Hedge against economic and political risks Obtain economies of scale Preempt competitors 7

What Are The Options For International Expansion Strategies? 8

Company branch Direct franchise: unit, area development, area representative Master franchise Joint venture Merger and acquisition 9

Franchising Formats Area Development Franchising (multi unit unit franchising) Franchisor grants area developer territory Franchise Unit 1 By January 1, 2012 Franchise Unit 2 By July 1, 2012 Franchise Unit 3 By January 1, 2013 10

Area development agreement provides: Develop three units during next 12 months Sign a unit franchise agreement for each 11

Area Representative/ Development Agent Franchise 3 parties Franchisor Area representative or development agent Unit franchisee 12

Development Agent / Area Representative Development Agent Franchisor no contract Franchisee 13

Example 1 Master Franchising Franchisor Master franchisee territory Franchise Unit 1 By January 1, 2012 Franchise Unit 2 By July 1, 2012 Franchise Unit 3 By January 1, 2013 14

Example 2 Master Franchising Franchisor Master franchisee Master owned Unit 1 Master owned Unit 2 Territory Schedule: open at least 1 every six months Franchise Franchise Area Unit 1 Unit 2 Developer Unit 1 Unit 2 15

What Considerations Dictate The Strategy Selected For International Franchising? 16

Resources of the franchisor Cost of adapting Resources and commitment of prospective partners Regulation of foreign ownership or other government regulation Size and profit potential of a market 17

Critical mass required to establish the brand or to compete effectively in the market Distance from the franchisor's home or regional support office Cost of establishing a franchised unit Tariffs, duties and other barriers to foreign ownership or operation Culture, language, climate, logistics, availability and cost of labor 18

Where Are The Most Logical Markets To Begin International Expansion? 19

Markets With: Desire/need for product or service Greatest numbers of areas with likely customers Proximity Common language Lowest risks of political and economic instability 20

High growth and qualified prospects Low effective tax rates High scores on World Bank's Ease of Doing Business survey No exchange controls and no barriers to currency repatriation 21

Developed legal system allowing for enforcement of contracts Logistics/distribution/supply ppychain infrastructure cultural fit of product or service 22

Market Matrix Latin America 26 Chile 24 Puerto Rico Peru Colombia 22 Mexico 20 Panama Dominican Republic Final Macr roscore 18 16 14 12 Guatemala St Kitts Honduras Bolivia Bahamas Venezuela El Salvador Costa Rica Uruguay Paraguay Argentina 15 17 19 21 23 25 27 29 31 Final Foodservice Score Brazil 23

What Is Needed To Develop And Implement An International Franchising Plan? 24

Support from board, CEO and/or founder Buy in from all departments which will support foreign development and operations International support organization (operations, training, marketing, supply chain/distribution, finance, I.T., legal) Substantial investments in time and capital Realistic time horizon for return and unit growth 25

Threshold for patience in selecting the right franchisees in the right markets with the right positioning of the right ihtproducts and/or services Legal analysis, documents, budget, IP protection ti Market research to understand probable bbl costs of entering and developing a market 26

Franchise marketing plan and budget Due diligence on prospective franchisees Identification of top priority markets Development of a franchising i team with endurance and international business acumen/sensitivity 27

Thank you. Ned Lyerly Carl E. Zwisler Thomas F. Flaherty 28