Item 1.01. Entry Into Material Definitive Agreements.
Tahoe Joes and Buffets IP Transaction.
On October 1, 2021, Fresh Acquisitions, LLC and its affiliates (“Fresh”) conducted a U.S. Bankruptcy Code Section 363 Auction (the “Auction”) and selected BBQ Growth, LLC., a California limited liability company and wholly-owned subsidiary of BBQ Holdings, Inc. (“BBQ Holdings”), as the successful bidder for the assets associated with 6 Tahoe Joe’s restaurants (the “Tahoe Joe’s Business”) and the IP related to Old Country Buffet, Hometown Buffet, Ryan’s Buffet and Furr’s Restaurants (the “Buffet IP”). As used in this Form 8-K, “Company”, “we” and “our” refer to BBQ Holdings and BBQ Growth LLC.
On October 6, 2021, the Company announced the signing of an Asset Purchase Agreement, dated October 4, 2021, by and between the Company and Fresh (the “Fresh APA”) to purchase certain assets of the Fresh Business from Fresh for a purchase price of $4,212,000 in cash and up to $1,000,000 in cures and $100,000 in short term payables, subject to normal closing adjustments, assumed liabilities, and approval of the Bankruptcy Court (the “Fresh Transaction”). Pursuant to the Fresh APA, the Company may, up to the day of Closing, remove any acquired asset from the list of acquired assets in the Fresh APA, in its sole and absolute discretion, and elect to treat such contract, permit, or other asset as an excluded asset; provided, however, that no such removal will result in any adjustment to the purchase price. Pursuant to the Fresh APA, assumed liabilities include obligations related to leased real property. The Fresh Transaction represents an offer under Sections 363 and 365 of the U.S. Bankruptcy Code in connection with the Chapter 11 filing of Fresh. The Fresh APA was entered into in accordance with the bidding procedures approved by the Bankruptcy Court. The Fresh Transaction was approved by the Bankruptcy Court at a hearing on October 7, 2021. The Fresh Transaction was closed on October 8, 2021. The Company funded the Fresh Transaction with cash on hand.
The foregoing description of the Fresh APA is qualified in its entirety by reference to the agreement a copy of which is filed as an Exhibit to this Form 8-K, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 6, 2021, the Company issued a press release announcing the signing of the Asset Purchase Agreement to acquire certain assets from Fresh Acquisitions, LLC and its affiliates. The press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by referenced.
Item 9.01.Financial Statements and Exhibits.
