Case Background

On November 6, 2018, Taco Bueno Restaurants LP announced that the Company has entered into an agreement with an affiliate of Sun Holdings, Inc. and certain of its other stakeholders regarding the terms of a comprehensive financial restructuring that will position the Company for long-term financial health. During the course of this court-supervised restructuring process, Taco Bueno continues to operate in the normal course, serving customers at restaurants across Texas, Oklahoma, Arkansas, Kansas, Louisiana and Missouri.

To implement this plan, the Company and its subsidiaries filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas (Dallas Division) and filed a prepackaged plan of reorganization. Prior to the filing, the Sun Holdings affiliate acquired all of Taco Bueno’s outstanding bank debt and has provided a commitment for up to $10 million in debtor-in-possession (“DIP”) financing that, subject to court approval, is expected to support the Company’s operations during the financial restructuring process.

Under the terms of the Company’s prepackaged plan of reorganization, Sun Holdings would become the owner of Taco Bueno through a debt-for-equity swap. The Company intends to satisfy its post-petition obligations in the ordinary course of business.

On November 6, 2018, Taco Bueno Restaurants, Inc., and nine (9) affiliated debtors (collectively, the "Debtors") each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas (Dallas Division). The cases are pending before the Honorable Stacey G. C. Jernigan, and are jointly administered under Case No. 18-33678.

For additional information about the restructuring process and resources, including press releases and frequently asked questions, please visit the Taco Bueno restructuring website at http://restructuring.tacobueno.com.

Important Information & Dates

Settlement Opt-in Deadline

The Confirmation Order approved the global settlement (the “Global Settlement”) set forth in the Plan by and among the Debtors, the Official Committee of Unsecured Creditors (the “Committee”), TPG Growth III Management, LLC and its affiliates, certain members of the Debtors’ management team party to Consulting Agreements with the Reorganized Debtors, and the Debtors’ prepetition secured lender, Taco Supremo, LLC . The Global Settlement resolved the Committee’s objection to confirmation of the Plan [Docket No. 201]. Capitalized terms in this section are used as defined in the Plan [Docket No. 219].

Pursuant to the Global Settlement, among other things, each holder of an Allowed General Unsecured Claim that elects to participate in the Global Settlement pursuant to a validly submitted Opt-In Form and, if applicable, a Proof of Claim Form:

• shall receive its allocable cash distribution equal to such holder’s pro rata share of $900,000 in cash (the “GUC Cash Pool”) less reasonable and documented fees and expenses of the Plan Administrator; and

• must agree to provide the Releases as more fully described below and in the Opt-In Form.

By agreeing to provide the Releases, you consent to releasing, among other things, any and all claims you may hold arising from the payment card incident that was discovered in November 2018. For more information, please visit https://www.tacobueno.com/november-2018-incident-notice.

All holders of Allowed General Unsecured Claims who elect to participate in the Global Settlement must submit an Opt-in Form (and, if applicable, a Proof of Claim form) on or before the Global Settlement Opt-In Deadline, which is February 14, 2019, at 4:00 p.m., prevailing Central Time.   Please Click here to view the Opt-In Form and here to view the Proof of Claim Form.  To submit an Opt-In Form, please Click here and follow the instructions.      

 

Plan and Disclosure Statement

On December 18, 2018, the Debtors filed their Amended Joint Prepackaged Chatper 11 Plan of Reorganization and the Disclosure Statement related thereto.  On December 19, 2018, the Bankruptcy Court entered an order approving the Disclosure Statement and confirming the Plan.  On December 31, 2018, the Effective Date of the Plan occurred, and the Plan was consummated.

Please click here to view the Debtors' Plan & Disclosure Statement.

Dates

December
31

Effective Date

_______
February
14

Global Settlement Opt-In...

4:00 p.m. (CT)
November
6
_______

Voluntary Petitions

December
19
9:30 a.m. (CT)

Combined Disclosure Statement and Confirmation Hearing

February
14
4:00 p.m. (CT)

Global Settlement Opt-In Deadline

Parties

Debtors' Counsel

Vinson & Elkins (New York)

666 Fifth Avenue, 26th Floor
New York, NY   10103-0040
https://www.velaw.com/home/
Phone: 212.237.0000
Fax: 212.237.0100
David S. Meyer
Jessica C. Peet

Vinson & Elkins (Dallas)

Trammell Crow Center
2001 Ross Avenue, Suite 3900
Dallas, TX   75201
https://www.velaw.com/home/
Phone: 214.220.7700
Fax: 214.999.7787
Paul E. Heath
Garrick C. Smith
Matthew J. Pyeatt
Andrew J. Geppert

United States Trustee and Court Information

Office of the United States Trustee

Earle Cabell Federal Building
1100 Commerce Street, Room 976
Dallas, TX   75242
https://www.justice.gov/ust-regions-r06/region-6-northern-district-texas
Phone: 214.767.8967
Fax: 214.767.8971
Lisa L. Lambert

United States Bankruptcy Court
Northern District of Texas

Earle Cabell Federal Building
1100 Commerce Street Room 1254
Dallas, TX   75242
http://www.txnb.uscourts.gov/
Phone: 214.753.2000

Plan Administrator's Counsel

Fishman Jackson Ronquillo PLLC

13155 Noel Road, Suite 700
Dallas, TX   75240
https://www.fjrpllc.com/
Phone: 972.419.5544
Fax: 972.419.5501
Mark Ralston

Financial Advisor to the Committee

Province

17000 Ventura Blvd, Suite 300
Encino, CA   91316
https://www.provincefirm.com/
Phone: 702.685.5555
Amanda (Demby) Swift

Debtors

Case Number
Debtor Name
Petition Date
18-33678 Taco Bueno Restaurants, Inc. November 06, 2018
18-33681 CBI Restaurants, Inc. November 06, 2018
18-33682 Taco Bueno Equipment Company November 06, 2018
18-33683 Taco Bueno Franchise Company L.P. November 06, 2018
18-33679 Taco Bueno Restaurants L.P. November 06, 2018
18-33684 Taco Bueno West, Inc. November 06, 2018
18-33680 TB Corp. November 06, 2018
18-33685 TB Holdings II, Inc. November 06, 2018
18-33686 TB Holdings II Parent, Inc. November 06, 2018
18-33687 TB Kansas LLC November 06, 2018