Amsterdam, the Netherlands – At HVK Stevens, we have successfully advised the internationally renowned American fast-casual chain Five Guys LLC on two landmark cross-border transactions involving intellectual property migration and innovative debt financing structures.

Strategic IP Migration to the Netherlands

We acted as Dutch counsel for tax and legal purposes concerning the migration of Five Guys’ intellectual property from Hong Kong to the Netherlands in a strategic “IP onshoring” transaction. The matter involved assets valued at more than €1 billion.

For the onshoring, our team advised on several unique structures to facilitate the migration whilst also ensuring alignment with the planned future securitization. The matter required the HVK Stevens tax and legal team to produce an extensive and highly technical tax risk analysis to determine which alternative structures would be the most robust and efficient for onshoring.

This enabled us to and significant value to the client with respect to the restructuring and implementation of the onshoring, including transfer pricing analyses, drafting rulings for submission to the Dutch tax authorities, preparing advance pricing agreements (APAs), and acting as day-to-day counsel for Five Guys. The transaction, completed in January 2025, was led by tax partner Paulus Merks.

Pioneering whole-business securitization structure

In a parallel development, HVK Stevens advised on a highly complex business restructuring and securitization structure for Five Guys, valued between €500 million and €1 billion.

In recent years, many of the largest restaurant brands in the United States have utilized securitization techniques to secure financing, specifically in the form of “whole-business” securitization of franchise royalties and company-owned store revenues and other related assets both nationally and internationally.

For the Netherlands, however, this way of financing whereby an originator or owner entity transfers its interests in certain revenue-generating assets, principally existing and future franchise agreements relating to the franchised business, to one more wholly-owned, bankruptcy remote, special purpose entities, is new.

The HVK Stevens team has been at the forefront of this area, drawing upon the expertise of its professionals across multiple practice areas and multiple jurisdictions.

Cross-border complexity

Both matters required coordination across multiple jurisdictions, including the Netherlands, United States, Hong Kong, United Kingdom, France, Spain, Belgium, and Singapore, demonstrating the increasingly international nature of modern corporate restructuring transactions.

Multidisciplinary team approach

The transactions showcased our integrated approach to complex matters, combining tax, legal, and VAT expertise. The team was led by partners Paulus Merks and Aldo Schuurman, with support from partners Arco Bobeldijk, Willem Gerbers, Maarten Edie, Stan Stevens, along with managers, Volodimir Toetsja, Mathijs Zwiers, Mike Hagendoorn, Savvas Atzemoglou and Tamara Hirsch.

The firm worked alongside international advisers including King & Spalding (US counsel), Nauta Dutilh (legal adviser), Deloitte (tax adviser and accountant), Guggenheim, and White & Case

Conclusion

These matters demonstrate our capability to handle sophisticated, cross-border tax and legal matters at the highest level, combining technical excellence with practical, business-focused solutions, the successful completion of the IP migration and ongoing securitization work positions HVK Stevens as a leading adviser on innovative financing structures and international tax planning in the Netherlands.

Date: 10 February, 2026

For more information, please contact Anne de Bie, Marketing & Communications Specialist, via [email protected], or +31 (0)6 13 78 12 86.

HVK Stevens, Apollolaan 150, 1077BG Amsterdam, https://www.hvk-stevens.com/en