ITEM 1
THE FRANCHISOR. AND
ANY PARENTS. PREPECESSORS AND AFFILIATES
The franchisor is Murphy Business & Financial
Corporation ("MBFC").
To
simplify the language in this Disclosure Document, Murphy Business &
Financial Corporation may be referred to as "we",
"us", or "our".
"You" or "Your"
means the
person who acquires a franchise from us. If you are a corporation, partnership,
limited liability company, or other entity, your owners must sign our
"Principal Owners Guaranty", which means that all of the terms of the
Franchise Agreement and/or Regional Development Agreement which you sign will
also apply to your owners.
We are a Florida corporation
formed on January 9, 2006. Our principal business address is 513 North Belcher Road, Suite A, Clearwater, FL 33765. Our phone number is (727) 725-7090 and
our website is www.murphybusiness.com.
You can contact us via email at rrandolph@murphybusiness.com.
We operate under our corporate name, Murphy Business & Financial
Corporation. Our agent for service of process in Florida is Scott P. Weber,
Esquire, Phelps Dunbar LLP, 100 South Ashley Drive, Suite 1900, Tampa, Florida 33602, and if different in another state is, if applicable, disclosed in
Exhibit "A".
Our Parent.
*
We do not have a parent company.
Our Affiliates and
Predecessors.
Each of our 4 affiliates are
also our predecessors in that they have contributed the know-how, intellectual
property and system that helped us develop our franchise system.
Our affiliate Murphy Business
& Financial Services, Inc. ("MBFS") is a Florida corporation that
incorporated on March 20, 1995, and has the same principal address as us.
MBFS''s telephone number is 727-725-7090 (ext. 203). MBFS operated business
brokerages using the system since its inception in 1995, but now, MBFS operates
as our Regional Developer for the state of Florida. As our Regional Developer
for the state of Florida, since September of 2006, MBFS has offered and sold
our franchises described in this Disclosure Document. Before we started
franchising, MBFS was the broker of record for independent contractors with
branch offices in Florida. When we commenced selling franchises, we offered
these independent contractors franchises and began concentrating on developing
our franchise system.
Our affiliate Murphy Valuation
Services, Inc. ("MVS") is a Florida corporation that incorporated on October
2, 2003, and has the same principal address as us. MVS''s telephone number is
727-725-7090 (ext. 231). MVS provides valuation services as an approved
supplier to our franchisees (see Item 8). MVS does not offer services to the
general public. MVS has not offered or sold, and does not currently offer or
sell, the franchises described in this Disclosure Document.
Our affiliate Murphy
Commercial Realty, Inc. ("MCR") is a Florida corporation that
was incorporated on November 1, 2003, and has the same principal address as us.
MCR''s telephone number is 727-725-7090 (ext. 213). MCR provides commercial
realty services as an approved supplier to our franchisees. MCR does not offer
commercial realty services to the general public outside the state of Florida. MCR has not offered or sold, and does not currently offer or sell, the franchises
described in this Disclosure Document.
Our affiliate Murphy M &
A, Inc. ("MMA")
is a. Florida corporation that was incorporated on May 13, 2004, and has the same principal
address as us. MMA''s telephone number is 727-725-7090 (ext. 210). MMA provides
merger and acquisition brokerage services to our franchisees, and is an
approved supplier of those services (see Item 8). MMA does not offer these
services to the general public. MMA has not offered or sold, and does not
currently offer or sell, the Murphy franchises described in this Disclosure
Document.
Except as described above, we have no other Parent,
Predecessors or Affiliates.
Our Business.
We commenced offering the
franchises described in this disclosure document in September 2006. We have not
and do not engage in other business activities and have not and do not offer
franchises in other lines of business. Except as provided above, none of our
Parents, Predecessors or affiliates have offered franchises in this or any
other line of business.
We currently offer two
franchise programs: (1) our Location Program, and (2) our Regional Developer
Program.
Location Franchise Program. We, our predecessors and
affiliates have expended considerable time and effort developing businesses
which use our System, Copyrights and Marks to combine the various specialties
of our affiliate companies into a full service brokerage business ("Murphy�
Business(es)"). Murphy� Businesses specialize in the following:
(i)
Business
Brokerage:
Murphy� Businesses assist clients in the ownership transfer of privately held
small to medium-size businesses. Murphy� Businesses engage in the process of
finding and listing businesses for sale and marketing these companies to
qualified buyers. Once a buyer is matched to the desired business, Murphy�
Businesses participate in the process of negotiating the sale, completing due
diligence, assisting with legal and accounting issues, lease negotiations, and
helping the buyer obtain financing.
(ii)
Mergers
and Acquisitions: Murphy� Businesses'' merger and acquisition services
focus on larger companies generally with revenues in excess of $5 million and
EBITDA of over $1 million. Prospective buyers in the merger and acquisition
arena are typically private equity groups, private investment groups, or
corporate buyers. In addition, Murphy� Businesses may have the opportunity to
perform acquisition searches for companies looking to expand by acquisition.
(iii)
Commercial
Real Estate Brokerage: As an additional service, Murphy� Businesses may
provide commercial real estate brokerage, leasing, property management, and
search services. Murphy� Businesses may perform some of these services
directly, while others will be provided by us or our affiliates, or the
Regional Developer for your Territory (see below). Because most states require
a real estate license to perform business brokerage services, unlicensed
brokers are unable to collect commissions on the real estate portion of their
transactions. Under our system, we attempt to ensure that there is a licensed
person in each state with whom you may work or affiliate to ensure that you
receive a commission on the total value of your transactions. This also allows
us to attract an additional inventory of products not available to brokers who
only sell businesses.
(iv)
Franchise
Sales:
We have contracted with new and emerging franchise companies to represent and
refer qualified leads to them for their master franchise and single-unit
franchise opportunities throughout the United States. Murphy� Businesses may
have the opportunity to market these franchises to customers, since our
experience has shown that many buyer prospects who visit business brokers or
inquire about an existing business ultimately purchase a new franchise
opportunity. We continue to develop resale programs with some of these
franchise companies to provide Murphy� Businesses with additional business
brokerage inventory. If you locate a lead for a franchise company we have a
referral agreement with and that lead enters a franchise agreement with the Company
and the Company pays a referral fee, the fee must be paid directly to us for
distribution. We will take $500 off the top of the fee and then distribute 90%
to you, 6% to the Regional Developer and 4% to us. If at any time we are
required to return all or a percentage of the fee paid by the Company, you must
return to us the pro rata portion of the amount we distributed to you.
(v)
Business
Valuations/Equipment Appraisals: Murphy� Businesses may provide clients with
professional business valuations and equipment and machinery appraisals through
our affiliate company, MVS, or other approved vendors. These valuations and
appraisals range from simple market based "Brokers Opinion of Value"
reports to professional "Formal Business Appraisals," and are typically
used for business sales and purchases, gift and estate tax matters, loans and
financing, estate planning, divorce, ESOPS, life insurance, partnerships,
buy/sell agreements, mergers, shareholder disputes, conversion from
"C" to "S" corporation status, etc.
Murphy� Businesses provide
these business brokerage, commercial real estate, franchise sales, and other
related services and products we designate using our Marks and Copyrights in
accordance with our distinctive business formats, operating procedures,
practices, methods, procedures, designs, signs, equipment, standards and System
Standards (the "System").
If you sign a Franchise
Agreement, you will operate what is referred to in this Disclosure Document as
a "Murphy�
Business" or "Location".
We grant
to persons who meet our qualifications, and who are willing to undertake the
investment and efforts, the right to operate a Murphy� Business ("Location
Franchises") in accordance with the terms of our then current form of Franchise
Agreement, a copy of which is attached to this Disclosure Documents as Exhibit
"B" (the "Franchise Agreement").
We use, promote and license in
the operation of Murphy� Businesses certain trademarks, service marks and other
commercial symbols, including the trade and service mark "Murphy Business
& Financial Corporation�" and other associated logos, designs, trade
dress, trademarks service marks, commercial symbols, phone numbers and e-names,
which have gained and continue to gain public acceptance and goodwill, and may
create, use and license additional trademarks, services marks, e-names and
commercial symbols in conjunction with the operation of Murphy� Businesses
(collectively the "Marks").
We also use, promote and
license in the operation of Murphy� Businesses certain information capable of
being rendered into tangible form that we claims as our Copyrights, including
spreadsheets, pro forma documents, forms, marketing materials, manuals,
advertisements, modifications to software, our website, and any other written
materials we may provide for the operation of your Murphy Business (including
the look, compilation, feel and content of them) (collectively, the "Copyrights").
Each Murphy� Business is
operated in a designated geographic area where it will provide those products
and services we designate or approve in accordance with our System. If you
enter a Location Franchise, you will establish a Murphy� Business, decorate and
equip the Murphy� Business as we require, have the necessary staff and manage
the operations of the Murphy� Business.
Regional Developer Program. We also grant to persons who
meet our qualifications and are willing to undertake the additional investment
the right to operate Murphy Business & Financial Corporation Regional
Developer Businesses ("Regional Developer Franchise"). Under the Regional Developer
Franchise program, we offer the right to open and operate a "Murphy� Regional
Developer Business", in a specific geographic area (the "Regional
Territory"), that will (i) solicit, recruit, screen, and interview prospective
Murphy� Business franchisees for us; (ii) provide support and assistance to the
Murphy� Businesses in your Regional Territory; and (iii) establish and operate
in your Regional Territory a "Murphy Business" functioning as both a
typical Murphy� Business (see "Location Franchise Program" above) and an approved
training facility. Using the Regional Developer Agreement attached as Exhibit
"C" ("Regional Developer Agreement"), you and we will mutually agree
on the number of Murphy� Businesses that must be established and operated in
your Regional Territory during specific time periods. As a Regional Developer,
you will also collect from Murphy� Businesses in your Regional Territory all fees collected at closings and keep a percentage for yourself, provide a
percentage to us and return the remaining percentage to the Murphy� Business.
(See Item 11).
The Market
and Competition.
Your Murphy� Business and/or
Murphy� Regional Developer Business must operate according to our standards,
specifications, operating procedures, and rules (the "System Standards").
You must
offer all products and services that we may specify, and may not offer any
products or services we have not authorized.
