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Ryan J. Schildkraut

There's always a path forward, it's just a matter of finding it.

Contact: P /612.604.6489E /[email protected]

Education

University of Minnesota Law School, J.D., cum laude, 2007

University of Notre Dame, B.B.A., summa cum laude, 2004

Bar Admissions

Minnesota, 2007

My Approach

I help clients realize business opportunities and solve legal challenges in ways that work for their particular business needs.  Working with entrepreneurs over the entire life-cycle of their businesses – from start-up to exit and everything between – I never lose sight of the fact that being a lawyer is fundamentally a “helping profession.” I strive to develop genuine, long-lasting relationships with my clients, and I am personally invested in their success.

My style is all about integrating with your team and your culture to find creative ways to accomplish your legal and business objectives, as opposed to looking for reasons why you can’t move forward. I get that good business deals often require you to take on some legal risk. To make sure these are informed, appropriate risks, I focus on the issues that are likely to have real-world consequences, and then strategize with you about how to move forward so that you have peace of mind. I won’t waste your time or money going down rabbit holes.

I also add value by leveraging my personal network to connect you with potential funding sources, customers, and other service providers.

Outside of work, my life currently revolves around my family, especially my two rambunctious toddler boys. When we are not chasing our kids around, my wife and I love to travel, cook, try new restaurants, catch up on our favorite TV shows, and knock out a never-ending list of home improvement projects.  I’m a die-hard Green Bay Packers fan, and am stealthily trying to indoctrinate my sons – against the wishes of my wife, who is a Minnesota native. Thankfully, we all root for the Notre Dame Fighting Irish!

A Groundbreaking Moment in My Career

For two years, I took a side-step from my legal career to become a partner at a boutique investment banking firm, representing sellers trying to find the right buyer for their businesses. I loved working in the law, but was excited about the opportunity to advise business owners on deals from a different angle and at a different stage in the transaction. I learned so much from that experience, and gained a great deal of empathy for my clients as entrepreneurs. Lawyers can tend to see transactions in black and white, but the business world is a whole lot of grey. After having spent the first part of my career in a law firm, I also appreciated the opportunity to learn more about how to run a small business – including developing a short- and long-term budget, managing the buildout of new office space, and making critical hiring decisions. Ultimately, I learned something about myself too – I like executing deals and bringing them to the finish line more than I like the thrill of finding the right buyer for a business. So I returned to legal practice, with a great appreciation for the experience I gained.

Practice Areas

Practicing Mergers & Acquisitions

My Experience

I am dedicated to helping companies grow their businesses through acquisitions, joint ventures, strategic partnerships, securities offerings, and re-financings. I  also advise business owners in the sale of their businesses. I have represented business in a wide range of industries, including franchise restaurants, craft brewing, manufacturing, distribution software and technology, and business services. In addition, I have extensive experience representing clients in private equity transactions.

Representative Matters

• Represented a Minnesota-based software company with subsidiaries in Germany, France and the United Kingdom in connection with a $26.5M strategic merger with a publicly traded software company.
• Represented a publicly traded Minnesota-based technology company in connection with its acquisition for cash and stock of a Wisconsin-based software company specializing in automated language translation. The target also had operating subsidiaries in India, Ireland and the United Kingdom. The transaction was structured as a “reverse IPO.”
• Represented a publicly traded Minnesota-based technology company in connection with a $13M strategic acquisition of a U.K. technology company.
• Represented various “quick service restaurant” franchisees in several acquisition and sale transactions – closed on approximately 500 restaurants with an aggregate transaction value of over $530M.
• Represented a developer, owner and operator of a solar energy facility in connection with the sale of a controlling interest in the facility to an outside investment group.
• Represented a Minnesota-based distributor of computer products in connection with the sale of substantially all of its assets to a Canadian company for $10M.
• Represented a closely held Minnesota-based water-filtration technology company in connection with a $20M merger with a publicly traded Canadian corporation.
• Represented a Minnesota-based tooling manufacturer in connection with its $10M strategic acquisition of a Canadian punch and die manufacturer, along with its Mexican subsidiary.
• Represented a Minnesota-based medical device technology company in connection with the sale of substantially all of its assets to a publicly traded medical device supply company for $10M.
• Represented a publicly traded Minnesota-based multimedia distributor on its $11.5M strategic acquisition of a software development company.
• Represented a Minnesota-based debt collection company and its sole shareholder in connection with a $75M stock sale to a private equity buyer.

Practicing Franchise Transactions

My Experience

I work closely with buyers and sellers in significant M&A transactions involving the purchase and sale of multi-unit franchise operations.  I regularly review and negotiate purchase and sale agreements, loan agreements, franchise agreements, lease agreements, landlord estoppels and consents, subordination and non-disturbance agreements, and other real estate documents.  Since 2010, I have assisted multi-unit franchise owners in M&A and financing transactions involving more than 500 restaurants throughout the United States, with an aggregate transaction value of more than $360 million.

Representative Matters

M&A – Sales

• 65 Burger King units located throughout Oregon and Washington.
• 64 KFC units (including 25 fee properties) located throughout Florida, Kansas, Missouri, Illinois, Iowa and Nebraska.
• 56 Burger King units (including 40 fee properties) located throughout Illinois, Ohio and Pennsylvania.
• 32 Taco Bell units (including 21 fee properties) located in Florida.
• 28 Taco Bell and other Yum! Brand units (including 15 fee properties) located in Georgia.

 

M&A – Acquisitions

• 72 Taco Bell units located throughout the Northeastern U.S.
• 77 Pizza Hut units located throughout Texas.
• 40 Pizza Hut units located throughout Arizona.
• The Fazoli’s brand franchise operations, including 125 corporate owned Fazoli’s units operating throughout the continental U.S.
• 41 Hardee’s units located throughout Tennessee.
• 44 Pizza Hut units located throughout Georgia, Virginia and Florida.

 

Financings

• $110M of senior secured debt from Citizens Bank for Taco Bell franchisee.
• $90M of senior secured debt from Regions Financial Corporation for Pizza Hut franchisee.
• $33M of senior secured debt from GE Capital for Taco Bell franchisee.
• $22M of senior secured debt and revolving debt from Wells Fargo for Church’s franchisee.
• $14.5M of senior secured debt from Wells Fargo for Taco Bell franchisee.

Practicing General Corporate

My Experience

I serve as “outside general counsel” to established businesses, start-up companies and entrepreneurs on all matters pertaining to their business, including selecting the appropriate type of entity for their businesses, drafting organizational documents, raising money from investors, hiring employees and independent contractors, negotiating commercial leases, and developing customized business contracts. I am a strong advocate for Minnesota entrepreneurs and small business owners. After years of working with clients who felt that federal and state laws impeded their ability to raise money from investors, I co-authored the MNvest legislation, which legalized securities crowdfunding in Minnesota.  I helped organize a group of politicians, business leaders, and other supporters in a grassroots campaign to educate Minnesotans on crowdfunding, and MNvest was signed into law in 2015.

Although I work with all types of businesses, I have extensive experience in the manufacturing, distribution, craft brewing, and consumer products  industries. I represent start-up and mid-sized companies in these industries on a variety of matters, including raising money from investors; awarding incentive equity to employees; securing debt and equipment financing; obtaining required permits and navigating through complex licensing regulations; negotiating commercial leases, product distribution agreements, and procurement contracts; selling distribution rights; obtaining trademarks and protecting other key intellectual property assets.

Representative Matters

• Represented several craft breweries in the connection with the sale of their distribution rights to licensed beer wholesalers.
• Represented a distributor of beer ingredients in connection with multiple distribution agreements with various manufacturers, as well as product sale agreements to customers.
• Representing startup bottled water company in connection with a convertible note securities offering.
• Drafted investment fund documents for real estate investment fund.
• Negotiated licensing agreements for medical device company.

Also experienced in

Securities & Corporate Finance

Cannabis Law

Honors & Awards

The Best Lawyers in America©

Mergers and Acquisitions Law, 2024-2025

Attorney of the Year

Minnesota Lawyer, 2021

The TCB 100: People to Know in 2017, Pioneer

Twin Cities Business Magazine. 2016

Minnesota Super Lawyers®

2024

Rising Stars

Minnesota Super Lawyers®, 2014-2021

Legal Eagle

Franchise Times, 2024