| Option | Your check | End position | Control | Best when | Verdict |
|---|---|---|---|---|---|
| 1Match to 50/50 | ~$140k | Hemani 50 / Bhai 50 | Equal partner | You want to stay equal at the lowest cost. Your stated goal. | Recommended |
| 2Accept 1/3 + protections | $0 | Bhai 2/3, you 1/3 | Minority | 50/50 is truly refused and the protections are ironclad. | Floor only, never a bare third |
| 3Brand split: take WLV | take $1.42M debt | You own 100% of WLV | Sole owner | You have conviction the inventory fix works and want all the upside. | Leveraged turnaround bet (see note) |
| 4Brand split: take KV | high | You own 100% of KV | Sole owner | You want the safe cash machine and can fund buying their share. | Clean asset, Bhais will fight for it |
| 5Full exit | you get paid | Out entirely | None | You do not believe in it or do not want the SBA guarantee. | Only if you want out |
| 6Go for control | ~$280k | You 2/3, Bhai 1/3 | Majority | Theoretical ceiling. | Bhais will not allow it |
Do not sign or consent yet. Your leverage peaks before the refi closes. They need you as owner, guarantor, and operator.
Exact buyout price and scope, the draft operating agreement, and WLV's normalized earnings once inventory is funded.
Tie your equity, your guarantee share, and the WLV funding into one deal, so they cannot take the contributions and hand you a minority.
Open with "I will just take a brand." The Bhais want to consolidate, so the split threat makes 50/50 the easy yes.
Supermajority on capital calls, sales, debt, distributions; put right; tag-along plus first refusal; anti-dilution. Non-negotiable floor.
Your attorney drafts or red-lines the operating agreement. Never sign their version.
Your ~$850k, the over-contribution, and your share of the AZ / George sale go in the distribution waterfall, in writing.
$280k for a third implies a 4x SDE multiple on today's numbers, which is full. Do not overpay just to make a point.
| Brand | SDE (TTM) | Operating result | Brand debt | What it is |
|---|---|---|---|---|
| Keto Vitals | $425,887 | profitable | $449,518 | clean low-debt cash machine |
| We Like Vitamins | $230,073 | losing $80,375 | $1,421,862 | underwater turnaround, fixable with capital |
This is why "let the Bhais choose" is a trap: a rational chooser takes KV and leaves you WLV plus its $1.42M of debt. Any split must be value-equalized, with the family taking WLV compensated for the debt.
Method: enterprise value equals an SDE multiple, equity equals enterprise value minus the brand's debt. Current market is 2.5x to 4x SDE (sellerboard, Titan Network 2026). The 5x to 7x range Ace recalls for Subscribe and Save brands is mostly a prior-cycle level.
| Company | SDE (TTM) | Debt | Equity at 2.5x | Equity at 3x | Equity at 4x |
|---|---|---|---|---|---|
| Keto Vitals | $425,887 | $449,518 | $615,200 | $828,143 | $1,254,030 |
| We Like Vitamins | $230,073 | $1,421,862 | -$846,679 | -$731,643 | -$501,570 |
| Combined (KV + WLV) | $655,960 | $1,871,380 | -$231,480 | $96,500 | $752,460 |
Reads: KV carries all the equity value (low debt, profitable). WLV equity is negative at every realistic multiple; it does not break even on equity until 6.2x SDE on today's earnings, or until SDE recovers to the $355k (at 4x) to $474k (at 3x) range. Combined equity at 3x is $96,500 and at 4x is $752,460, so the $280,000 Hakam-third buyout (one third of equity) implies a 4x multiple on the combined business. Caveat: the family's own stated method is SDE plus inventory (per the UF buyout strategy note), and on 2024 QBO actuals the wider portfolio valued near $3M, far below SellerBoard estimates. For WLV especially, the inventory value is the real floor since its SDE-based equity is negative. Inventory figures not in hand here.