What is the relationship between BRI and Bojangles?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
. BRI, a Delaware corporation, is a direct parent of BIL and one of our parent companies and also shares our principal business address. BRI has operated and managed Bojangles Restaurants since August 30, 1990. From August 30, 1990 to March 31, 1998, BRI offered franchises similar to the franchises offered by this disclosure document. BRI provides services to Bojangles Restaurant franchisees on our behalf under a management agreement with us as further described below.
Our indirect parent company is Bojangles', Inc. (successor by name change to BHI Holding Corp. and successor by merger to BHI Intermediate Holding Corp.), a Delaware corporation, which also shares our principal business address. Bojangles', Inc. has never offered franchises in any line of business, does not operate any Bojangles Restaurants and does not provide any services to our franchisees. Bojangles', Inc.'s parent is Walker Parent, Inc., a Delaware corporation ("Walker Parent"), which has its principal business address at 107 Grand Street, 7th Floor, New York, New York 10013. Walker Parent has never offered franchises in any line of business, does not operate any Bojangles Restaurants, and does not provide any services to our franchises. On January 28, 2019, Bojangles', Inc. completed its merger with Walker Parent and Walker Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Walker Parent ("Merger Sub"). Upon completion of the merger, Merger Sub merged with and into Bojangles', Inc., and Bojangles', Inc. continued as the surviving corporation and continued its existence under the law of the State of Delaware.
Securitization Transaction
On or about October 6, 2020 (the "Closing Date"), Bojangles', Inc. and various of its direct and indirect subsidiaries, including BRI and BIL, closed a securitization transaction involving the Bojangles brand (the "Securitization Transaction"). As part of the Securitization Transaction, BRI, BIL, and certain other subsidiaries of Walker Parent contributed certain of their assets, real and personal property and equipment and related leases and subleases, notes and indebtedness of franchisees, and the business and related agreements concerning sourcing and sales of goods and services, to us. As part of the Securitization Transaction, all existing U.S. Franchise Agreements, Development Agreements, and related agreements for Restaurants were transferred to us, and we became the franchisor of all existing and future domestic Development Agreements, Franchise Agreements and other related agreements. Ownership and control of all U.S. trademarks and certain intellectual property relating to the operation of Restaurants in the U.S. were also transferred to us. All of the assets, including intellectual property, necessary to make the offering described in this disclosure document were conveyed to us.
As of the Closing Date of the Securitization Transaction, BRI entered into a management agreement with us to act as our manager (the "Manager"). The primary responsibilities and activities of BRI as Manager include administering collections of payments due to us, managing our assets, and performing various franchising, marketing, development, real estate, intellectual property, operational oversight, and reporting services on our behalf, which includes support and services that are provided to Bojangles franchisees under their Development Agreements and Franchise Agreements. BRI also manages and operates any company-operated Restaurants that we or our affiliates own or may develop in the future.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles' 2025 Franchise Disclosure Document, Bojangles' Restaurants, Inc. (BRI) plays a significant role in the Bojangles franchise system. BRI has operated and managed Bojangles Restaurants since August 30, 1990, and even offered franchises similar to those currently offered from August 30, 1990, to March 31, 1998. Currently, BRI provides services to Bojangles franchisees under a management agreement with Bojangles Opco, LLC, the franchisor.
BRI's responsibilities as Manager include administering collections of payments, managing assets, and performing various franchising, marketing, development, real estate, intellectual property, operational oversight, and reporting services on behalf of Bojangles. This encompasses support and services provided to franchisees under their Development Agreements and Franchise Agreements. BRI also manages and operates any company-owned Bojangles Restaurants. Furthermore, BRI acts as Bojangles' franchise sales broker. Bojangles pays management fees to BRI for these services.
Despite BRI's extensive involvement, Bojangles Opco, LLC, remains responsible and accountable to franchisees for ensuring all services promised under the franchise agreements are performed, regardless of who performs them. This arrangement means that while BRI handles many day-to-day operational and support functions, the franchisor, Bojangles Opco, LLC, ultimately holds the responsibility for fulfilling the obligations to its franchisees. Several officers of Bojangles Opco, LLC also hold positions in BRI, including the Chief Executive Officer and President, Chief Operating Officer, Chief Financial Officer and Treasurer, Chief Restaurant Support Officer, Chief Marketing and Commercial Innovation Officer, Chief Legal Officer and Secretary, and Vice President, Supply Chain and Purchasing.