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Someone To Know — Randi Mason

Someone To Know — Randi Mason

Mason’s areas of expertise include equity finance, mergers and acquisitions, general company counseling and fund formation

Morrison Cohen’s Corporate Department Co-Chair Randi Mason has years of experience assisting businesses and individuals with gaining capital through high-powered transactional deals. Her resume boasts a number of investments, acquisitions and sales involving notable fitness, health and wellness companies such as Crunch Fitness, Echelon Fitness, Barry’s and The Laundress. With a knack for helping and representing founders, owners, and operators raise equity capital, as well as representing investors, in the fitness, health and wellness environment, Mason tells Athletech News her deep understanding of these industries comes from being a consumer of them all for “many years.”

“Wellness is the better side of the diet coin that I grew up paying a lot of attention to, as did almost all the women of my generation. People who grew up in the 80s/90s/early 2000s, dieting was a huge thing. I had been the recipient of all that marketing and [a] consumer in that industry for so long that I understood [it] better than many of my peers,” she says. 

According to Mason, if you understand business, you’re better able to help your client achieve their commercial objective. It’s why she decided to practice law in the world of business transactions for fitness, health and wellness clients after all. Mason is certainly someone to know — read on to find out more about her incredible career and what she’s since observed in the field.

Athletech News (ATN): How did your journey in law first begin?

Randi Mason, co-chair of Morrison Cohen’s Corporate Department

Randi Mason: When I was in law school, I thought that I was going to be a law professor or do human rights work. Like many law students, I graduated with a tremendous amount of debt and needed some way to repay it and decided to go work for [a] big law [firm]. I knew that I did not want to do litigation because I didn’t want to be fighting for a living. I decided I wanted to do transactional work because at the end of the day, although there are disagreements along the way when you get to the end of the transaction everybody is happy. Or should be happy.  

As I progressed in my career I noticed that there were fewer and fewer women practicing law in period transactional practices. There were certainly very few women in leadership positions. After having a couple of experiences where I realized I had market knowledge that some of my male counterparts perhaps didn’t have, I started steering my practice toward consumer-facing businesses, heavily branded businesses and businesses that were targeted toward women, which often were the same thing, but this was especially the case 15 years ago. At that time, most health, wellness, fitness and lifestyle brands were [significantly] targeted toward women.  

ATN: What were some of the pressing legal trends you noticed from the start of the COVID-19 pandemic? 

Randi Mason: Before the pandemic happened, things were very routine. Mid-March of 2020 came and everything shut down, as we all know. During those early days, I would say those first two months of the pandemic, everyone was in a panic. We were getting calls from people every single day specifically around crisis management and oftentimes about how to deal with employee issues, whether they were going to reduce their employees’ hours, [etc.]. When Congress passed the CARES Act, there was a lot of activity looking at paycheck protection loans, which many, many businesses in the fitness industry took advantage of. While there are many remote fitness businesses, an enormous number of fitness businesses are brick and mortar. Everybody was very worried about the impact not being able to open their brick and mortar doors would have on their long-term and immediate viability.  

Once we got into the summer of 2020, two different kinds of trends emerged: one was that a lot of businesses, specifically brick and mortar fitness businesses, and particularly in blue states, were struggling. The conversation, since the early days of the pandemic, has been around how to manage decreased cash flow, how to keep business alive, how to handle the windup of businesses and navigating crises. Businesses in red states opened in person a lot earlier than in blue states. In those regions, the conversations around crisis management abated. Those businesses tend to be doing quite well and seem to be at their pre-pandemic levels or better, if they’re good businesses.  

Something else happened on the investor side. I wouldn’t have thought at the beginning of the pandemic that investors would have been afraid to enter the market. But what has happened since the middle of 2020 is that the equity finance and mergers & acquisitions market has taken off. [For] the last one year and nine months, the activity [has been] unprecedented. There is a tremendous amount of capital being invested and a tremendous number of deals are being done.  

ATN: What are the current pressing legal trends you’re noticing? How, in your opinion, does this affect virtual vs. brick-and-mortar businesses in the fitness/health/wellness industries?

Randi Mason: What I have observed is that individual trainers successfully pivoted very quickly from doing in-person work to doing remote work. From what I hear from trainers, their business is better than it ever was in a lot of cases because they went from working one-on-one with one client to doing group work virtually. So they could fit more people into their schedule and a lot of people who maybe were not avid users of fitness services became avid users of fitness services because it was a really important outlet. It was a way for people to maintain their sanity and now they have developed fitness habits.  

So, from the trainers who I have spoken with, it seemed like the pandemic actually helped their business. Traditional brick-and-mortar businesses that had to pivot to remote did have a bit of a harder time because that required more infrastructure. If you had, for example, an in-person cycling studio, in order to reproduce your offerings virtually you had to find a way to stream. If you were doing it right, you had to deal with a different kind of music license. Your clients needed to have bikes in order for you to be able to sell your offerings. You also needed to have a way to record your instructors and all that would be very hard to pull together.  

It’s a lot easier for an individual trainer to do a HIIT session using bodyweight only. It doesn’t require a lot of equipment. There were a few businesses that seemed to make that pivot fairly successfully. One that comes to mind is SoulCycle.  

I think that now you’re starting to see a call back into brick and mortar, in regions that have been slower to open up. I don’t know where it’s going to shake out. I think that’s the big question facing the fitness industry — what are the long-term trends going to be?

ATN: Why do you think there is so much activity in the health/wellness/fitness sector when it comes to deal transactions? 

Randi Mason: Part of the reason there’s a lot of transactional activity across the board, not just in health, fitness and wellness, is that there is a ton of capital out there.  

On the consumer side, there is a huge demand for products and services that increase quality of life. That makes us feel good. I think that what people think of as “making us feel good” has changed over the years. It used to be that making us feel good meant alcohol and sugar. There’s still a huge demand in the market for both of those things. But what makes us feel good also means is taking care of ourselves now. There’s a tremendous amount of innovation around products and services that are better for us. I think that also ties into the global demand for products and services that are more socially responsible and for businesses that act more ethically.  

ATN: What are the most asked questions or concerns you receive from any business owners in the fitness/health/wellness space seeking your expertise?  

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Randi Mason: I think that when somebody finally gets to the point where they are ready to do a transaction of this nature, whether it’s raising capital or buying/selling a business, or investing in a company (on the investor side), I think the number one concern everybody has is time. How long is this going to take? How fast can we do this? With any transaction, time is the enemy. Business conditions may change. Market conditions may change.  

So, for example, if you are a seller your upward trajectory of business may not continue. A buyer may negotiate a purchase price downward. You want to try to close the deal before that potentially happens. On a buyer’s side, you want to get the deal done as fast as possible because if the upward trajectory continues then there may be competition from other potential buyers out there.  

There are a lot of other factors that come into play. But, time is always the enemy. 

ATN: What present changes/concerns have you seen in regards to taxes and inflation prices of commodities?

Randi Mason: We are not seeing rising interest rates have a significant amount of impact on the credit market to chill acquisitions. I definitely have been seeing concerns around supply chains having an impact on people’s businesses. Any business that sources any material overseas, whether its raw materials or finished goods, has to manage that process. It’s forcing them to alter their own selling patterns. Some businesses are having trouble making deliveries and that is something that needs to be managed. 

ATN: What are your thoughts on seeing an increase in women in your line of work? 

Randi Mason: I’m co-chair of our corporate department which along with our litigations department are our two largest departments at our firm. Historically, for a long time now, 51 percent of law school graduates were women. The vast majority of attorneys in sophisticated legal practices, especially in transactional legal practices, were men. Right now, a majority of our non-partner attorneys (associates and senior counsel) are women. We are incredibly proud of that. 

I do try to mentor women. We have a formal mentorship program within our firm. We have a women’s affinity group and one of the things we are focused on is continuing to make sure that women not only are hired out of law school, and as associates and senior counsel, but that they continue to move through the ranks to partnership. We have a number of women attorneys who are at different stages in their personal and professional lives. We are excited about them because it works really well for them and for us. We’re not requiring them to be on the traditional, full-time in this to make partner track or you’re out. It’s working because these flexible arrangementsrelateto retaining women. We are making a concerted effort to continue to move women through the ranks.    

For any business in the fitness/health/wellness landscape seeking Mason’s transactional guidance, she advises focusing on two things: concrete knowledge of what the capital will be used for (what your business needs are and why you’re raising funds in the first place) and a deep understanding of what one’s business looks like now and what it will look like in three years. “Nobody really knows where they’re going,” she ponders. “But part of doing a transaction well is not just raising the capital, but also starting to plan for the next step of your business’ life.”

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