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January 4, 2022 – The Debtors’ notified the Court that the First Amended Plan of Liquidation (as filed by the Debtors' Official Committee of Unsecured Creditors, or the “Committee”) had become effective as of January 3, 2022 [Docket No. 591, which also attaches a January 3, 2022 Liquidating Trust Agreement].
The Court had previously confirmed the Committee’s Plan on December 20, 2021 [Docket No. 587].
On April 20, 2021, Fresh Acquisitions, LLC and 14 affiliated Debtors (“Fresh Acquisitions” or the “Debtors”) filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Northern District of Texas, lead case number 21-30721. At filing, the Debtors, who operated six buffet restaurant chains and a full service steakhouse, under the names Furr’s Fresh Buffet®, Old Country Buffet®, Country Buffet®, HomeTown® Buffet, Ryan’s®, Fire Mountain® and Tahoe Joe’s Famous Steakhouse®, noted estimated assets between $1.0mn and $10.0mn; and estimated liabilities between $10.0mn and $50.0mn.
The Debtor was represented by (i) Gray Reed & McGraw LLP as bankruptcy counsel, (ii) Katten Muchin Rosenman as special counsel, (iii) B. Riley Advisory Services as financial advisor, (iv) Hilco Real Estate, LLC as real estate consultant and (v) BMC Group, Inc. as claims agent.
The deadline to file administrative expense claims and professional fee claims has been set at January 19, 2022.
Committee Plan Overview
The central event of these bankruptcy cases was a protracted and acrimonious asset sale effort that saw BBQ Growth, LLC ("BBQ," NASDAQ: BBQ, and holding company for a variety of "restaurant concepts" including Famous Dave’s, Granite City Food and Brewery, Village Inn and Bakers Square) ultimately emerge as the owner of the Debtors' Tahoe Joe restaurant assets. BBQ's purchase price included $4.2mn of cash; up to $1.0mn of cure costs and assumed liabilities; and most importantly the preservation of "litigation claims totaling approximately $19,500,000" (citing Gonzalez Declaration).
At filing, only the Debtors' Tahoe Joe's restaurants remained open, with the rest of the locations of what was once a 90-strong restaurant group shuttered during 2020 and ultimately never re-opening. The Debtors, as operators of buffet or all-you can-eat ("AYCE") restaurant chains (Tahoe Joe's being the exception to this format), were particularly ill-suited to adapt the new COVID regulatory environment, with the AYCE business model not lending itself to a move towards take-away/delivery that might otherwise have mitigated the impact of the pandemic. Tahoe Joe's as the Debtors' only "full-service" restaurant group was the only segment of the Debtors' business that survived long enough to be sold.
On September 17, 2021, the Court refused to approve a proposed sale of the Tahoe Joe's assets to the then credit bidding stalking horse VitaNova (the Debtors’ DIP lender and a non-debtor affiliate) "for a purchase price that would have paid off VitaNova’s loan but produced no cash to the Debtors and would have effectuated a full release of what the Committee believes are close to $20 million of potential claims (referred to as the ‘Causes of Action’) against the Guarantors and other Insiders and Affiliates."
In refusing to approve the sale, which that refusal kickstarting a frantic sale process that culminated in the BBQ acquisition, the Court wighed in as to VitaNova and its bid (citing again the Gonzalez Declaration): "I cannot find that the purchase price is a fair value. I have no evidence that the buyer is ready, willing, and able to close or pay the whole list of assumed liabilities … I have no evidence to determine that these purchasers [VitaNova] are good faith purchasers for value.’ The Court further found that the sale produced no cash for the Estates, resembled a sub rosa plan and improperly compromised the Causes of Action."
The Gonzalez Declaration [Docket No. 576] continues: “The Plan provides for the orderly liquidation of the Debtors’ Assets which consist principally of Cash in the approximate amount of $1,587,037 and anticipated litigation claims totaling approximately $19,500,000. The Plan provides for the creation of a Liquidating Trust and the appointment of a Liquidating Trustee on the Effective Date of the Plan which is anticipated to be January 1, 2022. On the Effective Date, all of the Assets will be transferred to the Liquidating Trust. The Plan will be funded by the Cash and by the proceeds of the litigation ('Litigation Recovery') that will be distributed to creditors according to the priorities established by the Bankruptcy Code.
The Plan provides that Administrative Claims and Priority Tax Claims are treated separately as unclassified Claims and further designates four (4) Classes of Claims and Interests.
Unless previously approved and paid, Allowed Administrative Claims will be paid, in full satisfaction of the Claim: (a) one cash payment in the Allowed amount of the Claim on the Effective Date or as soon thereafter as possible or after the claim is Allowed if subject to Court approval; (b) in the ordinary course of business as the Claim matures; or (c) upon other less favorable terms as may be agreed upon by the Holder of the Claim, or as ordered by the Bankruptcy Court.
The Plan provides that required applications for Administrative Claims must be filed within 30 days of the Effective Date and so that number is unknown. In addition, Committee counsel and I have agreed to defer payment of our fees incurred in the Cases for September through December until such time as the Liquidating Trust has sufficient funds and it is prudent to pay them. In addition, Debtors’ counsel Gray Reed has agreed to defer $25,000 of its fees for six months. Thus, based on information provided by B.Riley regarding payables, Debtors’ counsel, and the United States Trustee ('UST'), I believe the total remaining cash after required payments will be approximately $345,000.
Unless otherwise agreed, each Holder of an Allowed Priority Tax Claims will be paid in equal annual installments for four years with a balloon payment on or before April 20, 2026, the fifth anniversary of the Petition Date. Interest will accrue on each Allowed Priority Tax Claim at the statutory rate applicable in the Holder’s jurisdiction. If there is no applicable statutory rate, then the rate will be established at six percent (6%) per annum.
The annual payment to each Holder of an Allowed Priority Tax Claim will consist of its Pro-Rata share of $500,000 to be paid each year on December 1, 2022, December 1, 2023, December 1, 2024, and December 1, 2025. All remaining principal and accrued interest for each Tax Claimant will be paid on or before April 20, 2026.
I have reviewed the Debtors’ Schedules that estimate the total amount of Priority Tax Claims at approximately $6,700,000. I have reviewed generally the proofs of claim filed by Priority Tax Claimants that total well over $175,000,000. However, I have confirmed that an overwhelming number of Claims are based on estimates because the Debtors have failed to file many of their tax returns since 2015.
Immediately after the Effective Date, as Liquidating Trustee I will employ tax professionals to assist with the preparation of the delinquent tax returns. I have researched several potential firms that may be willing undertake this engagement.
Based on my review and current knowledge of the Debtors’ corporate structure and probable losses, I believe the Priority Tax Claims will be in the range of $6,700,000 to $7,500,000.
Class 1 consists of the Allowed Claims for wages, salaries, or commissions earned within 180 days prior to the Petition Date or the date that the respective Debtors’ business closed, whichever occurred first, and capped at $13,650.
Based on my review of the Schedules and the POC’s, I do not believe there are any Claims in this Class. If there are Claims, they are minimal and each Holder of an Allowed Claim in this Class will be paid the foregoing capped amount in full and in cash on the Effective Date or as soon thereafter as reasonably possible.
Class 2 consists of the Allowed Claims of general unsecured creditors, except those classified in Class 3. Based on my review of the Schedules and the POC’s, I estimate the Claims in this Class will be approximately $169 million, including $91 million of IRS claims for missing tax returns. I expect to have these returns completed and based on what I know, I do not believe any amounts will be due. The Holder of an Allowed Claim in this Class will be paid its Pro-Rata share of the Liquidating Trust Fund in accordance with the Liquidating Trust Agreement and the Plan after full payment of Allowed Administrative Claims, Allowed Priority Tax Claims, and the Holders of Claims in Class 1.
Class 3 consists of the Allowed Unsecured Claims of Insiders and Affiliates of the Debtors. Based on my review of the Schedules and the Proofs of Claim, I estimate the Claims in this Class are approximately $7.5 million. The Claims in this Class will be deemed disallowed pending the resolution of any Cause of Action or Claim Objection filed against a Holder of a Claim in this Class. If such Claim is Allowed, in full and final satisfaction of such Claim, the Holder will be paid its Pro-Rata share of the Liquidating Trust Fund in accordance with the Liquidating Trust Agreement and the Final Order allowing such Claim (that may provide for the subordination of such Claim), after full payment of Allowed Administrative Claims and Priority Claims.
Class 4 consists of the Equity Interests in each of the Debtors. The Interests will be cancelled on the Effective Date.
The Plan provides for a Liquidating Trust Agreement that along with the Plan will govern the duties and obligations of the Liquidating Trustee. I have reviewed the Liquidating Trust Agreement, believe it is reasonable and appropriate under the circumstances of these Cases, and I agree to its terms. I have significant experience in serving as a liquidating trustee pursuant to similar trust agreements. I am well-prepared to immediately implement and fulfill the requirements set forth in the Plan and the Liquidating Trust Agreement.”
The Disclosure Statement for the First Amended Plan [Docket No. 499] adds: “From the Committee’s perspective, as this Case unfolded, it became apparent to the Committee that it was designed to be a fait accompli to benefit the Debtors’ owners (also referred to as the Guarantors) with total disregard for the non-priority creditors holding the $75 million in debt the Guarantors had amassed and planned to discharge.
A few months prior to the Petition Date, the Guarantors had (a) installed one of the companies they owned, VitaNova Brands, LLC (‘VitaNova’) as the new manager of the Tahoe Joe’s operations (replacing the company’s prior manager, TXFMP Management, LLC, also owned by the Guarantors); (b) entered into a loan agreement with VitaNova that pledged previously unencumbered assets as security and set milestones for a sale of all of the Debtors’ assets to VitaNova; and (c) proposed a sale of the Tahoe Joe’s Stores to VitaNova, subject to higher offers, for a purchase price that would have paid off VitaNova’s loan but produced no cash to the Debtors and would have effectuated a full release of what the Committee believes are close to $20 million of potential claims (referred to as the ‘Causes of Action’) against the Guarantors and other Insiders and Affiliates. The VitaNova proposal also called for VitaNova to assume, but not fund a means for paying, $6-8 million in priority tax and other administrative expenses, many of which were unrelated to the Tahoe Joe’s Stores.
VitaNova and the Debtors maintained the same office address and shared the same Chief Financial Officer (‘CFO’). The Debtors appointed an Independent Director Vineet Batra, based on his extensive industry and investment banking experience. The Debtors also retained Mark Shapiro and B.Riley Advisory to serve as the Debtors’ independent Chief Restructuring Officer (‘CRO’) in these bankruptcy cases.
The Committee believes these insider relationships created significant management and financial problems throughout the short history of this case. For example, under VitaNova’s management oversight of Tahoe Joe’s, the Debtors accrued over $300,000 in unpaid vendor and tax liabilities that are now an administrative burden for the Estates. It failed to provide timely or accurate financial information to enable the Debtors to file Monthly Operating Reports (‘MOR’s’). Consequently, MOR’s have not been filed for three months and the Committee believes strongly that the ones that have been filed are erroneous. Despite these failures, VitaNova has collected over $400,000 in management fees and has asserted that it is owed an additional $96,000.
The Committee believes that without its intervention in the sales process, VitaNova would have successfully purchased the Debtors’ assets at a below market value and the Guarantors would have received releases of the Causes of Action that the Committee estimates to be worth as much as $20 million based on potential liability for pre-Petition misconduct. Instead, the Committee defeated the proposed asset sale to VitaNova. The Court found it did not have the evidence to find that there was a sound business justification for the sale as proposed or that the marketing of the assets had been fair and fulsome. The Court stated, ‘I cannot find that the purchase price is a fair value. I have no evidence that the buyer is ready, willing, and able to close or pay the whole list of assumed liabilities … I have no evidence to determine that these purchasers [VitaNova] are good faith purchasers for value.’ The Court further found that the sale produced no cash for the Estates, resembled a sub rosa plan and improperly compromised the Causes of Action.
The Committee believes that this process did not bring any benefit to the Chapter 11 Creditors and consumed significant cash with the sole objective to benefit the Guarantors. Shortly after the VitaNova sale was denied, the Debtors’ professionals, including the CRO and Independent Director, with the assistance the Committee’s financial advisor renewed marketing efforts and in five weeks, an auction was conducted producing over $4 million in cash (approximately $1.2 million over the VitaNova bid) and preserving the Causes of Action to be pursued for the benefit of creditors.
The purpose of this Overview is to assist creditors in understanding their chance for any monetary recovery and how it can be achieved. The Committee believes that this Plan is the best alternative and the only real opportunity to realize any return. There is no question that any recovery is based on litigation against the Guarantors and the Debtors’ Insiders, including VitaNova, and has inherent risk for that reason. However, the Committee has already uncovered vast documentary support for pursuing the Causes of Action against these likely defendants. The Plan enables the same Committee professionals who were able to challenge the Guarantors and Insiders during the case to proceed with the task of recovering funds for distribution to creditors."
The following is a summary of classes, claims, voting rights and expected recoveries (defined terms are as defined in the Plan and/or Disclosure Statement):
- Class 1 (“Priority Wage Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan.
- Class 2 (“General Unsecured Creditors”) is impaired and entitled to vote on the Plan. Estimated claims are $___ and estimated recovery is ___%. Each Holder will receive a Pro Rata beneficial interest in the Liquidating Trust and will be paid its Pro Rata share of the Liquidating Trust Fund in accordance with the Liquidating Trust Agreement and the Plan after full payment of Administrative Claims, Priority Tax Claims and the Holders of Claims in Class 1.
- Class 3 (“– Unsecured Insider and Affiliate Claims”) is impaired and entitled to vote on the Plan. Estimated claims are $___ and estimated recovery is ___%. The Claims in this Class shall be deemed disallowed pending the resolution of any Cause of Action or Claim Objection filed against a Holder of a Claim in this Class. If such Claim is Allowed, each Holder will receive a beneficial interest in the Liquidating Trust and will be paid its Pro Rata share of the Liquidating Trust Fund in accordance with the Liquidating Trust Agreement and the Final Order allowing such Claim (that may provide for the subordination of such Claim), after full payment of Allowed Administrative Claims and Priority Claims.
- Class 4 (“Equity Interests in the Debtors”) is impaired, deemed to reject and not entitled to vote on the Plan.
On December 9, 2021, the Debtors' claims agent submitted tPlan voting results [Docket No. 574], which were as follows:
- Class 2 (“General Unsecured Creditors”): 106 claim holders, representing $39,231,043 (or 99%) in amount and 94% in number, accepted the Plan. 6 claim holders, representing $8,213 (or 1%) in amount and 6% in number, rejected the Plan.
- Class 3 (“Unsecured Insider and Affiliate Claims”): No ballots received.
The amended Disclosure Statement [Docket No. 502] attached the following exhibits:
- Exhibit A: Joint Plan of Liquidation
- Exhibit B: Declaration of Mark Shapiro
- Exhibit C: Liquidating Trust Agreement (see Docket No. 591 for January 3, 2022 version)
- Exhibit D: Expenses and Distributions
- Exhibit E: Resume of David Gonzales
- Exhibit F: Causes of Action [updated at Docket No. 566, a Plan Supplement]
- Exhibit G: Transcript of Ruling
On October 7th, further to a September 21st bidding procedures order [Docket No. 436] and the completion of an auction held on October 1st, the Court hearing the Fresh Acquisitions cases issued an order approving the sale of substantially all the Debtors’ assets to BBQ Growth, LLC (“BBQ” or the “Purchaser,” an affiliate of BBQ Holdings Inc.) for a purchase price of $4.2mn in cash (plus up to $1.0mn of cure costs and assumed liabilities) [Docket No. 474].
In a press release heralding its acquisition, BBQ (NASDAQ: BBQ) stated: “BBQ Holdings, Inc., the multi-brand restaurant company behind fan-favorite restaurant concepts such as Famous Dave’s, Granite City Food and Brewery and most recently Village Inn and Bakers Square, is adding yet another brand to its portfolio with the acquisition of Tahoe Joe’s, the five-unit Central Valley, California-based steakhouse chain. The deal is set to close on Friday, October 8th and marks the second acquisition for the brand this year. The 26-year-old legacy brand Tahoe Joe’s is known for its famous Lake Tahoe steaks, burgers, pork chops and railroad camp shrimp.”
Stalking horse TJ Acquisition, LLC, an affiliate of stalking Serene Investment Management (“Serene”) was designated as back-up bidder and is in line for a $150k break-up fee (see further below on Serene). Serene was the Debtors’ second stalking horse in an on-again/off-again sale process, with the Court refusing on September 17th to approve a sale to the then credit bidding stalking horse VitaNova (the Debtors’ DIP lender and a non-debtor affiliate) and then approving Serene as a stalking horse on September 21st (see further below on Serene and VitaNova).
In a surprising turn of events, on September 20th the Debtors filed a motion requesting each of a bidding procedures order and a sale order [Docket No. 424]. On September 17th, the Court refused to confirm the Debtors’ proposed sale to DIP lender and credit bidding stalking horse VitaNova Brands, LLC (“VN” or “VitaNova”) without the Debtors then providing any hint that they had in recent weeks “received at least two indications of interest from third party buyers…[with]…sufficient interest to warrant an extremely expedited auction process.”
Those indications of interest included one from Serene which was approved as a stalking horse at an emergency hearing held on on September 21st (the Serene APA filed at Docket No. 426) and (it now seems) one from BBQ. Serene has recently been an active player in respect of Chapter 11 assets, with purchases in respect of sugarfina, FoodFirst Global Restaurants and Warrior Custom Golf over the last several years. Serene also featured in the YogaWorks cases, serving as stalking horse before being outbid by MEP Capital Management LLC.
….and More Sale Background
[As previously reported] On September 17th, further to the apparent collapse of the Debtor’s relationship with DIP lender and stalking horse VitaNova, the Court hearing the Fresh Acquisitions case refused to approve the sale of the Debtor’s assets to VitaNova [Docket No. 421].
On July 29, 2021, further to a May 27th bidding procedures order [Docket No. 203] and absent the receipt of any other qualified bids, the Debtors notified the Court that they had canceled the auction scheduled for July 29, 2021 and designated Stalking Horse Bidder as the successful bidder ($3.5mn credit bid of DIP debt which includes a $500k roll-up) for substantially all of their assets [Docket No. 326]. The VitaNova APA is attached as Exhibit A-1 to the notice.
VitaNova, in addition to providing the Debtors’ current DIP financing, is a non-Debtor affiliate that provides the Debtors “with certain administrative functions, such as accounting, cash management, tax, payroll, HR, IT, marketing, legal and insurance and that itself is owned and controlled by certain individuals who control the Debtors’ ultimate owners and sit on the Debtors’ respective boards.”
The Debtors provide a corporate structure chart (see below) which neglects to specify the exact relationship of VitaNova to the Debtors, but it would appear that VitaNova is the Debtors’ ultimate parent (VitaNova CEO Jason Kemp provides the CEO quote in the Debtors’ filing date press release). In January 2021, to avoid conflicts (given the multiple hats worn by the VitaNova management team), the Debtors appointed an independent director.
Petition Date Perspective
This was the Debtors' fourth foray into Chapter 11. The effective dates under the previous bankruptcies occurred in May 2017, July 2012 and April 2009. Upon emergence in 2017, the Buffets Debtors were owned by Food Management Partners.
Events Leading to the Chapter 11 Filing
In a declaration in support of the Chapter 11 filing (the “Shapiro Declaration”), Mark Shapiro, the Debtors’ chief restructuring officer, detailed the events leading to Fresh Acquisitions' Chapter 11 filing. The Shapiro Declaration provides: “Prior to the COVID-19 pandemic, the Debtors were a significant operator of buffet-style restaurants in the United States with approximately 90 stores operating in 27 states. The Debtors’ concepts include six buffet restaurant chains and a full service steakhouse. The Debtors’ buffet restaurants principally operated under the names Furr’s Fresh Buffet®, Old Country Buffet®, Country Buffet®, HomeTown® Buffet, Ryan’s® and Fire Mountain®. These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, the Debtors own and operate a full service, casual dining chain under the name Tahoe Joe’s Famous Steakhouse®.
Much like its competitors in the all-you-can-eat (AYCE) and dine-in restaurant businesses, the Debtors’ recent history has been impacted by the uncertainty, unexpected challenges, and ever-changing landscape resulting from the COVID-19 pandemic. Despite the Debtors’ efforts to right-size their operations in the wake of a prior 2016 bankruptcy filing, the unpredictable and unprecedented scale of the COVID-19 pandemic significantly disrupted the Debtors’ restaurant operations and severely limited customer demand. As various federal, state, and local governments instituted shelter-in-place orders and restricted restaurant operations to delivery and takeout services, the Debtors (like many other restaurant operators) experienced a significant decline in customer spending and foot traffic. The shutdowns delivered a sudden and significant blow to the business and the Debtors’ overall liquidity position. As such, the Debtors have been forced to close all of their remaining AYCE restaurants; the only locations currently open for business are six Tahoe Joe’s restaurants in California.
In short, the Debtors have responded to the pandemic by conserving financial resources in the face of the pandemic with the goal of maximizing value of the Debtors’ restaurant brand assets.
Restructuring Negotiations and Path Forward
Despite the Debtors’ prepetition cost savings initiatives through store closings, the Debtors cannot sustain their remaining operations with their dwindling liquidity. As discussed in the other first day motions and accompanying declarations filed contemporaneously with this Declaration, the Debtors reached agreements with VitaNova, their proposed DIP Lender, to borrow needed capital on a pre- and postpetition basis. These funds are necessary to manage these bankruptcy cases, including the ability to run a sale process.
A sale and auction process will ensure that the greatest value is realized for Tahoe Joe’s and the Furr’s intellectual property. Although Furr’s locations are closed, selling its intellectual property under this process provides flexibility to the buyer and allows the brand to be reopened in the future, if desired. It also allows for the possibility of monetizing or transferring leases for certain closed stores that a buyer could use for future operations, either for the Furr’s brand or otherwise. Other than the revenue generated by Tahoe Joe’s, which itself has been insufficient to sustain operations entirely, equity has had to infuse capital over time to maintain the overall corporate family. Such capital infusions have little, if any, chance of being repaid under the current circumstances.
In furtherance of orchestrating an orderly chapter 11 filing, and to avoid conflicts (given the multiple hats worn by the VitaNova management team), Vineet ('Vin') Batra was appointed as Independent Director for the governing bodies of all of the Debtors in January 2021, and I was appointed Chief Restructuring Officer in February, 2021.
The Furr’s side of the business is subject to prior secured obligations to Arizona Bank & Trust (“AB&T”). The Buffets side of the business has no prior secured obligations, except as discussed below.
On or about January 2, 2015, Fresh and non-Debtor Alamo Dynamics, LLC (“Alamo”) entered into a Commercial Loan Agreement (“CLA”) with AB&T in the original principal amount of $8,707,500. The CLA was guaranteed by, among others, FMP Management. On or around June 29, 2015, the CLA was modified to incorporate, among other things, a short term bridge loan of $14,500,000. The CLA was further modified from time to time thereafter, including on or about May 30, 2017, when Debtor FMP Management was added as a co-borrower. The CLA is guaranteed by a variety of non-Debtor entities and individuals (the “Guarantors”). As of the Petition Date, Fresh and FMP Management are indebted to AB&T in the approximate amount of $13,466,151.50 in principal and accrued interest, plus additional costs and fees. All amounts owing to AB&T are secured by substantially all assets of each of Fresh and FMP Management, and certain assets of non-debtor Alamo.
As noted above, the Buffets Debtors had no prior secured obligations. They do have unsecured liabilities, including approximately $3.9 million in sales taxes, $900,000 in payroll tax obligations and accrued PTO to certain employees in the amount of approximately $507,763.30.
Effective as of April 16, 2021, each of the Debtors as a borrower entered into that certain Prepetition and Debtor in Possession Credit Agreement dated as of April 16, 2021 with VitaNova as lender (the “DIP Credit Agreement”), for a prepetition advance of $500,000. That advance is secured by a first lien on substantially all assets of the Buffets Debtors, and only a second lien on the Furr’s Debtors’ intellectual property (which is subject to and will remain subject to AB&T’s first priority lien).
About the Prepetition Debtors
Fresh Acquisitions, LLC (Buffets, Inc., DBA Ovation Brands, Inc), engages in the ownership and operation of a chain of restaurants in the United States. The Debtors’ concepts include six buffet restaurant chains and a full service steakhouse, operating under the names Furr’s Fresh Buffet®, Old Country Buffet®, Country Buffet®, HomeTown® Buffet, Ryan’s®, Fire Mountain® and Tahoe Joe’s Famous Steakhouse®, respectively.
Prepetition Corporate Structure
The Debtors and their brands are all privately owned. The Debtors own and operate their brands through a number of direct and indirect subsidiaries. The Furr’s Fresh Buffet® brand is owned by Fresh, which has the following corporate structure:
The Debtors’ remaining brands (Tahoe Joe’s®, Old Country Buffet®, Country Buffet®, HomeTown® Buffet, Ryan’s® and Fire Mountain®) are owned directly or indirectly by Debtor Buffets, LLC (“Buffets”), a Minnesota limited liability company, which in turn is owned by non-debtor Alamo Buffets, LLC, a Texas limited liability company. The corporate structure for Buffets is set forth below.
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