What assets do the Guarantors hold that secure the Senior Notes for Auntie Annes?
Auntie_Annes Franchise · 2024 FDDAnswer from 2024 FDD Document
The Co-Issuers' direct parents and their direct and indirect subsidiaries (collectively, the "Guarantors") are special-purpose, bankruptcy-remote, indirect wholly owned subsidiaries of the Company that hold substantially all the intellectual property and franchising-related assets. The Senior Notes are secured by substantially all the assets of the Guarantors. Each Guarantor is a separate entity and has separate creditors (from the Company and any of its non-Guarantor affiliates), and such Guarantor owns all its assets.
GTFL manages and services the Co-Issuers' and the Guarantors' assets in its capacity as the manager under the Securitization Management Agreement. The primary responsibilities of the manager are to administer collections and otherwise manage the managed assets on behalf of the Co-Issuers and the Guarantors, and to perform certain franchising, intellectual property, and operational and reporting services on behalf of the Co-Issuers and the Guarantors with respect to the managed assets.
GoTo Foods Funding LLC (the "Master Issuer", f/k/a FOCUS Brands Funding LLC) and Jamba Juice Funding LLC (collectively with the Master Issuer, the "Co-Issuers") are limited-purpose, bankruptcy-remote, wholly owned indirect subsidiaries of GTFL and issuers of outstanding senior secured notes (the "Senior Notes") under a securitized financing facility.
The Company, its indirect parent, and certain other affiliates (collectively, the "Guarantors") hold substantially all the intellectual property and franchising-related assets that secure the Senior Notes. Each Guarantor is a separate entity, has separate creditors (from the Company and any of its non-Guarantor affiliates), and owns all its assets. The Co-Issuers are dependent on the Company and certain other subsidiaries of the Co-Issuers for sufficient cash flow to service the debt. As of December 31, 2023 and December 25, 2022, the outstanding principal balance of the Senior Notes on the separate Co-Issuers' combined balance sheets totaled $1,283,563 and $1,175,113, respectively.
Source: Item 23 — RECEIPTS (FDD pages 106–366)
What This Means (2024 FDD)
According to Auntie Annes's 2024 Franchise Disclosure Document, the Senior Notes are secured by the assets held by the Guarantors. The Guarantors, which include the Co-Issuers' direct parents and their direct and indirect subsidiaries, are special-purpose, bankruptcy-remote, indirect wholly-owned subsidiaries of the Company. These Guarantors hold substantially all of the intellectual property and franchising-related assets. Each Guarantor is a separate entity, has separate creditors from the Company and its non-Guarantor affiliates, and owns all its assets.
GTFL manages and services the Co-Issuers' and the Guarantors' assets as the manager under the Securitization Management Agreement. The manager's primary responsibilities include administering collections, managing assets on behalf of the Co-Issuers and the Guarantors, and performing franchising, intellectual property, and operational and reporting services related to the managed assets.
The Co-Issuers, GoTo Foods Funding LLC and Jamba Juice Funding LLC, are limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiaries of GTFL and issuers of the Senior Notes under a securitized financing facility. As of December 31, 2023, the outstanding principal balance of the Senior Notes on the separate Co-Issuers' combined balance sheets totaled $1,283,563.