What was the 'Out-of-Court Restructuring' for Checkersrallys designed to restructure?
Checkersrallys Franchise · 2025 FDDAnswer from 2025 FDD Document
On June 5, 2023, Burger BossCo, Holdings, CDI, and certain of their affiliates commenced solicitation of consents to an out-of-court restructuring of the capital structure of Burger BossCo (the "Out-of-Court Restructuring") from holders of (a) loans under that certain Amended and Restated First Lien Credit Agreement, dated as of August 21, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the "First Lien Credit Agreement" and such loans, the "First Lien Loans"), by and among Holdings, Burger BossCo, the lenders from time to time party to the First Lien Credit Agreement (the "First Lien Lenders"), and Jefferies Finance LLC, as administrative agent and collateral agent for the First Lien Lenders, and (b) loans under that certain Amended and Restated Second Lien Credit Agreement, dated as of August 21, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the "Second Lien Credit Agreement" and such loans, the "Second Lien Loans"), by and among Holdings, Burger BossCo, the lenders from time to time party to the Second Lien Credit Agreement (the "Second Lien Lenders"), and Wilmington Trust, National Association, as administrative agent and collateral agent for the Second Lien Lenders. Checkers obtained consents to the Out-of-Court Restructuring from all of the First Lien Lenders and all of the Second Lien Lenders and consummated the Out-of-Court Restructuring on June 16, 2023, whereby Burger BossCo and its subsidiaries were deconsolidated from BossCo Holdings, newly issued equity of Burger BossCo was issued to Checkers Topco,
(Tabular Dollars in Thousands, Except Share and per Share Data)
LLC ("Topco"), the secured creditors of Holdings and Burger BossCo acquired all of the equity of Topco, and the equity of Burger BossCo owned by BossCo Holdings was repurchased by Burger BossCo for a nominal amount.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 91)
What This Means (2025 FDD)
According to Checkersrallys's 2025 Franchise Disclosure Document, the 'Out-of-Court Restructuring' was designed to restructure the capital structure of Burger BossCo. This restructuring was initiated on June 5, 2023, with the solicitation of consents from holders of loans under the First Lien Credit Agreement and the Second Lien Credit Agreement. The restructuring was completed on June 16, 2023.
As a result of this restructuring, Burger BossCo and its subsidiaries were deconsolidated from BossCo Holdings. Newly issued equity of Burger BossCo was issued to Checkers Topco, LLC, and the secured creditors of Holdings and Burger BossCo acquired all of the equity of Topco. Additionally, the equity of Burger BossCo owned by BossCo Holdings was repurchased by Burger BossCo for a nominal amount.
For a potential Checkersrallys franchisee, this information highlights a significant reorganization of the company's financial structure. It is important to note that the periods before and after June 16, 2023, are treated as 'Predecessor' and 'Successor,' respectively, in the financial statements, and these periods are not necessarily comparable due to changes in accounting basis. This restructuring also resulted in approximately $15.8 million in transaction costs.