Taco Bueno Restaurants, Inc.

Case No. 18-33678


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 2018 Effective Date _______ Notice of (I) ... Add to Calendar
March 25 2019 Final Fee Application Hearing 1:30 p.m. (CT) Notice of Hear... Add to Calendar

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

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

Plan Administrator

Debtors

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