IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

TGI Friday’s Inc., et al.,

1

 

 Debtors. 

Chapter 11 

Case No. 24-80069-sgj11

(Joint Administration Requested) 

DECLARATION OF KYLE RICHTER, CHIEF 

RESTRUCTURING OFFICER OF THE DEBTORS, IN SUPPORT

OF THE DEBTORS’ CHAPTER 11 PETITIONS AND FIRST DAY MOTIONS

I, Kyle Richter, hereby declare under penalty of perjury to the best of my knowledge, 

information, and belief: 

1. I am the Chief Restructuring Officer (“CRO”) of debtor and debtor in possession 

TGI Friday’s, Inc., (“TGIF” and together with its affiliates, the “Company”, and together with 

certain of its affiliates that are debtors and debtors in possession, the “Debtors” and, each 

individually, a “Debtor”). I have served as the Debtors’ CRO since November 1, 2024 and prior 

to becoming the Debtors’ CRO, I advised the Debtors in my capacity as managing director with 

1

 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 

number are: TGI Friday's Inc. (7117); TGI Friday's NY, LLC (2281); TGIF Holdings, LLC (7999); TGIF Midco, 

Inc. (7296); TGIF Parent, Inc. (1781); Burlington Towne Crossing, Inc. (7501); T G I Friday's of Greenbelt, Inc. 

(5617); T G I Friday's of Towson, Inc. (5450); T G I Friday's of Wisconsin, Inc. (7600); T.G.I. Friday's Marketing 

Advisory Council (6527); T.G.I. Friday's of Charles County, Inc. (3516); T.G.I. Friday's of Frederick County, 

Inc. (2547); T.G.I. Friday's of Harford County, Inc. (0072); T.G.I. Friday's of Washington County, Inc. (6174); 

TGI Friday's of Annapolis, Inc. (8315); TGI Friday's of Howard County, Inc. (0119); TGI Friday's of Rockville, 

Inc. (2004); TGI Friday's of Texas LLC (3931); TGI Friday's of the Rockies, Inc. (7885); TGIF/DFW Manager, 

LLC (N/A); TGIF/DFW Partner, LLC (N/A); TGIF/JDC Restaurant Development, LLC (N/A); WEBCO 

Products Incorporated (3014). The Debtors’ service address is 19111 North Dallas Parkway, Suite 200, Dallas, 

TX 75287. 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 1 of 27

DEBTORS EXHIBIT 1

Page 1 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 1 of 25
2 

Berkeley Research Group, LLC (“BRG”). The BRG team has served as the Debtors’ principal 

financial advisors since October 7, 2024. 

2. On November 2, 2024 (the “Petition Date”), each of the Debtors filed a voluntary 

petition (collectively, the “Petitions”) in the United States Bankruptcy Court for the Northern 

District of Texas (this “Court”) for relief under chapter 11 of title 11 of the United States Code, as 

amended (the “Bankruptcy Code”). To facilitate the Debtors’ transition into chapter 11, the 

Debtors have requested certain “first day” relief in various applications and motions filed with the 

Court (collectively, the “First Day Motions”). The First Day Motions, as applicable, seek relief 

intended to avoid immediate and irreparable harm to the Debtors’ estates and to preserve their

value, by, among other things, providing the Debtors with access to necessary liquidity, including 

the use of cash collateral, and paying certain tax, prepetition, and administrative obligations to 

facilitate the Debtors’ restructuring efforts. The First Day Motions also seek certain procedural 

relief that will facilitate the Debtors’ orderly transition into chapter 11. 

3. As a result of my service for the Company, review of relevant documents, and

discussions with other members of the Company’s management team and the professionals, I am

familiar with the Company, and in particular the Debtors’ day-to-day operations, business affairs, 

and books and records. I am authorized to submit this declaration (the “Declaration”) in support 

of the Petitions and the First Day Motions to assist the Court and other parties in interest in 

understanding the Company’s corporate history, business operations, prepetition corporate and 

capital structure, and the circumstances leading to the commencement of these chapter 11 cases. 

4. Except as otherwise indicated, all facts set forth in this Declaration are based upon 

my personal knowledge, my discussions with other members of the Company’s management team 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 2 of 27

DEBTORS EXHIBIT 1

Page 2 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 2 of 25
3 

and the Company’s advisors, my review of relevant documents and information concerning the 

Company’s financial affairs and restructuring initiatives, or my opinions based upon my 

experience and knowledge. If called as a witness, I could and would testify competently to the 

statements set forth in this Declaration on that basis, as the information in this Declaration is 

accurate and correct to the best of my knowledge, information, and belief. 

PRELIMINARY STATEMENT

5. Opening its first restaurant in 1965, the Company develops, operates, and 

franchises restaurants based on an iconic American casual dining bar and grill concept. The 

Company’s restaurants are full-service locations with regionally tailored menus and full bar 

offerings where “People of All Stripes” can connect over handcrafted food and drink. In 1986, the 

Company became the first U.S. casual dining concept to expand internationally. As of the Petition 

Date, the Company’s global restaurant system consists of more than 461 locations across the U.S. 

and 40 countries. Of those, 39 restaurants are Company-owned and approximately 122 are

franchised inside of the U.S., and approximately 316 are franchised internationally. For the 52 

weeks ending on December 25, 2023, the Company generated global restaurant sales of $1.4 

billion. In the same time, the Company generated $62 million in revenue from its asset-light 

operations in the U.S. and internationally. 

6. The Company experienced difficulties weathering the COVID-19 pandemic and 

volatile macroeconomic environment. In response to these developments, the Company 

reengineered its operations, working to increase its off-premises sales from 8% pre-COVID to 

approximately 25% of sales prepetition. 2 The Company accomplished this by accelerating 

2

 Off-premises sales figures do not include DFW Airport restaurants.

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 3 of 27

DEBTORS EXHIBIT 1

Page 3 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 3 of 25
4 

diversification to online and mobile ordering, pick-up, and white label delivery. The Company 

also acquired locations from underperforming or retiring franchisees, which the Company either 

continues to operate, closed, or assigned to third parties.

7. The Company also reconsidered its business strategy to reduce its exposure to the 

volatility associated with directly running a hospitality business and ensure predictable, consistent 

revenue streams going forward. 

8. The Company ultimately determined in its business judgment that chapter 11 was 

the best option for the Company which will maximize value for all stakeholders. Further, the 

Company has been actively seeking to develop strategic alternatives, including by soliciting bids 

for some of the Company’s assets. The Company is in fact actively engaged in discussions with a 

potential acquirer for some of their assets. The Company intends to utilize the chapter 11 process 

to make further operational improvements to the Company’s business, including potentially further 

reducing the Company’s footprint and rejecting or renegotiating unfavorable contracts and leases, 

and, if applicable, effectuating a sale of the Company’s assets. 

9. To assist the Court and parties in interest in understanding the Company’s business 

generally and the relief the Debtors are seeking in the First Day Motions, this Declaration is 

organized as follows: 

• Part I provides a general overview of the Company’s corporate history and business 

operations; 

• Part II provides an overview of the Debtors’ prepetition capital structure; 

• Part III describes the circumstances leading to the filing of these chapter 11 cases; and

• Part IV discusses the First Day Motions. 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 4 of 27

DEBTORS EXHIBIT 1

Page 4 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 4 of 25
5 

I. Corporate History and Business Operations

10. The Company develops, operates, and franchises the original casual dining bar and 

grill, TGI Fridays, offering classic American food and beverages, with 39 restaurant locations 

being owned and operated by the Company. The Company is known for bringing people together 

to socialize and celebrate the liberating spirit of “Friday.” The Company has historically generated 

revenue primarily by selling food and beverage items through its company-owned restaurants and 

from royalties and fees from its franchising operations. 

11. The Company has a rich heritage, demonstrated by its operating history spanning 

nearly 60 years, which the Company believes has driven strong brand awareness with customers. 

The Company is known for its all-American hospitality, providing an accessible, social experience 

with craveable menu offerings, distinctive beverages, and welcoming and fun atmosphere. In 

addition to its strong U.S. presence, the Company has built a vast international store operating 

structure, known for its strong brand equity and iconic, all-American dining experience. 

A. Franchise Agreements

12. Historically, the Company entered into franchise agreements with its U.S. and nonU.S. franchisees. The Company provided support and services to its franchisees to promote quality 

and consistency across its restaurant system, and to improve the customer experience. 

13. Under the franchise agreements, the franchisees were generally granted the right to 

operate a restaurant in a particular location for a term of ten years, with an ability to renew for two 

successor terms of five years each if certain conditions are met. Each franchisee was generally 

required to pay a $50,000 initial franchise fee and a monthly royalty fee of 4.0% of gross sales. 

Additionally, the Company’s franchise agreements required each U.S. franchise location to 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 5 of 27

DEBTORS EXHIBIT 1

Page 5 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 5 of 25
6 

contribute a percentage of its net sales to fund marketing and advertising campaigns. The Company 

also entered into development agreements with franchisees interested in developing multiple 

franchise locations. These development agreements typically grant the franchisee exclusive 

development rights within a specified geographic area, in exchange for the obligations to build a 

certain number of restaurants pursuant to a pre-determined schedule. 

14. The terms of the non-U.S. franchise agreements vary, but the rights and obligations 

under most of such agreements are similar to the U.S. franchise agreements in that franchisees pay 

an initial franchise fee, make monthly royalty payments and contribute money to an advertising 

fund. The initial non-U.S. franchise fee ranges from $25,000 to $75,000 and monthly royalty fees 

average at 3.8% of net sales. Agreements are generally for a term of ten to fifteen years, with 

options to renew for additional terms. As in the U.S., the Company also entered into development 

agreements with non-U.S. franchisees.

15. However, as further discussed in Section III, TGI Friday’s, Inc. was terminated as 

Manager (as defined below) of the franchises on September 3, 2024. TGI Friday’s Inc. continues 

performing duties and providing services for the franchise entities during the Manager transition 

under the terms of a TSA (defined below). 

II. THE DEBTORS’ PREPETITION CORPORATE AND CAPITAL STRUCTURE

16. A summary chart depicting the Debtors’ corporate structure is attached hereto as 

Exhibit A. As of the Petition Date, the Debtors have approximately $46.75 million of funded 

principal debt and interest obligations, consisting of the: (i) BofSA OpCo Loan; (ii) Yadav Kids 

Note, (iii) Table Turn Note, (iv) Freebird Note, (v) Gold Coast Notes and (vi) SRG Notes.

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 6 of 27

DEBTORS EXHIBIT 1

Page 6 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 6 of 25
7 

17. The following table summarizes the Debtors’ prepetition capital structure (as of the 

Petition Date) with respect to funded debt, inclusive of accrued but unpaid interest and fees. 

Instrument Approx. Amount 

Outstanding Rate Security

BofSA OpCo Loan $18,000,000

• Term Loan $17,500,000 Floating, Prime 

Rate – 0.25%

Substantially all assets relating to 

the Borrower’s TGI Friday’s 

restaurants, subject to exceptions 

as defined in the Commercial 

Security Agreement, dated as of 

March 3, 2022.

• Revolving Line 

of Credit

$500,000 Floating, Prime 

Rate – 0.25%

Yadav Kids Note

• Term Loan $2,500,000 Fixed, 18.00% Substantially all assets relating to 

the Borrower’s TGI Friday’s 

restaurants, subject to exceptions 

as defined in the Commercial 

Security Agreement, dated as of 

December 20, 2023.

Table Turn Note

• Term Loan $10,000,000 Fixed, 18.00% Substantially all assets relating to 

the Borrower’s TGI Friday’s 

restaurants, subject to exceptions 

as defined in the Commercial 

Security Agreement, dated as of 

December 20, 2023.

Freebird Note

• Term Loan $2,734,000 Fixed, 15.00%

until November 

22, 2024 and 

18.00% 

thereafter

Substantially all assets relating to 

the Borrower’s TGI Friday’s 

restaurants, subject to exceptions 

as defined in the Commercial 

Security Agreement, dated as of 

December 20, 2023.

Gold Coast Notes

• Term Loan $888,710.16 Fixed, 4.00% Unsecured

SRG Notes

• Term Loan $2,755,396.18 Fixed, 4.00% Unsecured

Total $46,878,106.34

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 7 of 27

DEBTORS EXHIBIT 1

Page 7 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 7 of 25
8 

A. BofSA OpCo Loan 

18. On March 3, 2022, the Company entered into that certain loan agreement dated 

March 3, 2022 (as amended, restated, supplemented, amended and restated, extended or otherwise 

modified from time to time prior to the Petition Date, the “BofSA OpCo Loan Agreement”), 

between the Company and Texas Partners Bank (d/b/a The Bank of San Antonio, “BofSA”) as the 

lender, pursuant to which BofSA agreed to provide the Company with (i) a term loan facility in an 

aggregate principal amount equal to $17.5 million (as amended, restated, supplemented, amended 

and restated or otherwise modified from time to time prior to the Petition Date, the “BofSA OpCo 

Term Loan”) and bears interest at a floating rate equal to the “prime rate” published in the Wall 

Street Journal from time to time minus a rate spread of 0.25%, and (ii) a revolving line of credit in 

an aggregate principal amount equal to $1 million (the “BofSA OpCo RLOC” and, together with 

the BofSA OpCo Term Loan, the “BofSA OpCo Loan”) and bears interest at a floating rate equal 

to the “prime rate” published in the Wall Street Journal from time to time minus a rate spread of 

0.25%. The BofSA OpCo Loan has a maturity of the earlier of (x) October 13, 2024 and the 

consummation of the sale of any of the Company’s TGI Friday’s restaurants at the Dallas Fort 

Worth International Airport (the “DFW Airport”), or of any of the membership interests in any of 

the Company’s subsidiaries holding an interest (directly or indirectly) in such restaurants, 

including without limitation the membership interests in TGIF/DFW Partner, LLC, a Texas limited 

liability company.

19. As of the Petition Date, there is approximately $17.5 million outstanding on the 

BofSA OpCo Term Loan and approximately $500,000 in letters of credit outstanding on the BofSA 

OpCo RLOC.

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 8 of 27

DEBTORS EXHIBIT 1

Page 8 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 8 of 25
9 

20. The obligations of the Company under the BofSA OpCo Loan Agreement are 

secured by substantially all assets relating to the Company’s TGI Friday’s restaurants, subject to 

exceptions as defined in the Commercial Security Agreement, dated as of March 3, 2022 (as 

amended, restated, amended and restated, supplemented, extended or otherwise modified the 

“BofSA Security Agreement”), subject to customary exclusions as set forth in the BofSA Security 

Agreement. 

B. Yadav Kids Note 

21. On December 20, 2023, the Company entered into that certain loan agreement dated 

December 20, 2023 (as amended, restated, supplemented, amended and restated, extended or 

otherwise modified from time to time prior to the Petition Date, the “Subordinated Loan 

Agreement”), between the Company and Yadav Kids LLC (“Yadav Kids”) as the lender, pursuant 

to which Yadav Kids agreed to provide the Company with a term loan facility in an aggregate 

principal amount equal to $2.5 million (as amended, restated, supplemented, amended and restated 

or otherwise modified from time to time prior to the Petition Date, the “Yadav Kids Note”) and 

bears interest at a fixed rate equal to 15.00% until June 30, 2024 and 18.00% thereafter. 

22. As of the Petition Date, there is approximately $2.50 million outstanding on the 

Yadav Kids Note. 

23. The obligations of the Company under the Subordinated Loan Agreement are 

secured by substantially all assets relating to the Company’s TGI Friday’s restaurants, subject to 

exceptions as defined in the Commercial Security Agreement, dated as of December 20, 2023 (as 

amended, restated, amended and restated, supplemented, extended or otherwise modified the 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 9 of 27

DEBTORS EXHIBIT 1

Page 9 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 9 of 25
10 

“Subordinated Security Agreement”), subject to customary exclusions as set forth in the 

Subordinated Security Agreement. 

Subordination of the Subordinated Loan Agreement in favor of the BofSA OpCo Loan 

24. The rights of Yadav Kids to receive payments under the Subordinated Loan 

Agreement are subordinated in favor of BofSA pursuant to the terms of the Subordination 

Agreement, dated as of December 20, 2023 (as amended, restated, amended and restated, 

supplemented, extended or otherwise modified the “Subordination Agreement”). 

C. Table Turn Note3

25. On February 14, 2024, Mr. Anil Yadav and Mr. Rohit Manocha entered into that 

certain loan agreement (as amended, restated, supplemented, amended and restated, extended or 

otherwise modified from time to time prior to the Petition Date, the “YM Loan Agreement ”), 

among, Mr. Anil Yadav and Mr. Rohit Manocha, as borrowers, the Company, as guarantor and 

BofSA as lender, pursuant to which BofSA agreed to provide Mr. Anil Yadav and Mr. Rohit 

Manocha a revolving credit facility in an aggregate principal amount of $10 million (the “BofSA 

RLOC”). The obligations of Mr. Anil Yadav, Mr. Rohit Manocha and the Company under the 

BofSA RLOC are secured by substantially all assets relating to the Company’s TGI Friday’s 

restaurants, subject to customary exclusions as set forth in the BofSA Security Agreement. 

3

 On February 14, 2024, the Company entered into that certain loan agreement (as amended, restated, 

supplemented, amended and restated, extended or otherwise modified from time to time prior to the Petition Date, 

the “YM Loan Agreement ”), among Mr. Anil Yadav and Mr. Rohit Manocha, as borrowers, the Company, as 

guarantor and BofSA as lender, pursuant to which BofSA agreed to provide Mr. Anil Yadav and Mr. Rohit 

Manocha a revolving credit facility in an aggregate principal amount of $10 million (the “BofSA RLOC”). The 

obligations of Mr. Anil Yadav, Mr. Rohit Manocha and the Company under the BofSA RLOC are secured by 

substantially all assets relating to the Company’s TGI Friday’s restaurants, subject to customary exclusions as set 

forth in the BofSA Security Agreement.

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 10 of 27

DEBTORS EXHIBIT 1

Page 10 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 10 of 25
11 

26. In connection with, and with the proceeds of, the BofSA RLOC, Mr. Anil Yadav 

and Mr. Rohit Manocaha, through Table Turn LLC(“Table Turn”), agreed to provide the Company 

with a term loan facility in an aggregate principal amount equal to $10 million (as amended, 

restated, supplemented, amended and restated or otherwise modified from time to time prior to the 

Petition Date, the “Table Turn Note”) and bears interest at a fixed rate equal to 15.00% until June 

30, 2024 and 18.00% thereafter. 

27. The Company modified the Subordinated Loan Agreement and the Subordinated 

Security Agreement to provide for the Table Turn Note as an additional tranche of term loans and 

to appoint Yadav Kids as the administrative and collateral agent on behalf of each of Yadav Kids, 

as lender under the Yadav Kids Note and Table Turn LLC as lender under the Table Turn Note. 

28. As of the Petition Date, there is approximately $10 million outstanding on the Table 

Turn Note. 

D. Freebird Note

29. On July 8, 2024, the Company modified the Subordinated Loan Agreement and the 

Subordinated Security Agreement to provide for an additional tranche of term loans and to appoint 

Yadav Kids as the administrative and collateral agent of Freebird SPV, LLC (“Freebird”) in 

addition to Yadav Kids and Table Turn. 

30. Under the further modified Subordinated Loan Agreement, Freebird agreed to 

provide the Company with a term loan facility in an aggregate principal amount equal to $10 

million (as amended, restated, supplemented, amended and restated or otherwise modified from 

time to time prior to the Petition Date, the “Freebird Note”) and bears interest at a fixed rate equal 

to 15.00% until November 22, 2024 and 18.00% thereafter. 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 11 of 27

DEBTORS EXHIBIT 1

Page 11 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 11 of 25
12 

31. As of the Petition Date, there is approximately $2.734 million outstanding on the 

Freebird Note. 

E. Subordination Agreement

32. On December 20, 2023, BofSA, acting in its capacity as lender under the BofSA 

OpCo Loan Agreement and Yadav Kids, acting in its capacity as lender under the Subordinated 

Loan Agreement entered into that certain subordination agreement (as amended, restated, 

supplemented, amended and restated or otherwise modified from time to time prior to the Petition) 

(the “Subordination Agreement”). 

33. On February 14, 2024 and then again on August 23, 2024, the existing 

Subordination Agreement was modified to add Mr. Anil Yadav, Mr. Rohit Manocha, Table Turn 

and Freebird as additional parties party thereto. 

34. The Subordination Agreement, among other things, governs the relative contractual 

rights of (i) BofSA under the BofSA OpCo Loan and the BofSA RLOC, in each case where BofSA 

is a ‘senior creditor’, and (ii) each of Mr. Anil Yadav, Mr. Rohit Manocha, Yadav Kids, Table 

Turn and Freebird under the Yadav Kids Note, Table Turn Note and Freebird Note, in each case 

as ‘junior creditors’. The Subordination Agreement controls the rights and obligations of holders 

of the obligations outstanding under the BofSA OpCo Loan Agreement, the BofSA RLOC, the 

Yadav Kids Note, the Table Turn Note and the Freebird Note with respect to, among other things, 

priority, the use of cash collateral and adequate protection. 

F. Gold Coast Notes

35. On 13 November 2018, the Company entered into an asset purchase agreement with 

(i) GC Fridays Florida, LLC, GC Fridays Rhode Island, LLC, GC Fridays Boston, LLC, GC 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 12 of 27

DEBTORS EXHIBIT 1

Page 12 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 12 of 25
13 

Fridays NJ-PA, LLC, GC Fridays NY, LLC (together, the "GC Sellers"), (ii) RMET Holdings, Inc. 

and GC Restaurants, LLC (together, the "GC Guarantors"), (iii) Manny Kadre and Stephen Levit 

(the "GC Principals"), and (iv) Republic of Texas, Inc. as escrow agent, which has been 

subsequently amended further to a number of amendment agreements (the "GC APA"), wherein 

the Company acquired 61 restaurants and associated assets from the GC Sellers.

36. Pursuant to the terms of the GC APA and further to a separate letter dated March 

27, 2024, between the Company and ERAN Holdings, Inc. (to whom the rights of the GC Sellers 

concerning the monthly consideration payments was assigned by way of a separate agreement), it 

was agreed that the Company would pay to ERAN Holdings, Inc. (on behalf of the GC Sellers), 

$1 million, which would fully discharge the outstanding payment obligations and liabilities of the 

Company under the GC APA. 

37. As of the Petition Date, there is approximately $880,710 outstanding under the 

Gold Coast Notes. 

G. SRG Notes

38. On 9 March 2022, the Company entered into an asset purchase agreement with 

Southeast Restaurant Group – Main, LLC and Southeast Restaurant Group – Harvey, LLC 

(together, "SRG") and Ms. Elie V. Khoury as guarantor (the "SRG APA"), wherein the Company 

acquired five restaurants and associated assets from SRG.

39. Pursuant to the SRG APA, the Company agreed to pay the remaining consideration 

due to SRG under the SRG APA, in monthly instalments, having subtracted unpaid franchise 

royalties, marketing fees, and other amounts due to the Company plus interest at a rate of 4% per 

annum (the documentation evidencing such payment obligation, the “SRG Notes”). 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 13 of 27

DEBTORS EXHIBIT 1

Page 13 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 13 of 25
14 

40. The SRG Notes are due to mature on May 10, 2026 and as of the Petition Date, 

there is approximately $2.755 million outstanding.

H. General Unsecured Claims

In the ordinary course of business, the Debtors incur obligations to vendors, suppliers, and 

trade counterparties, including, but not limited to, the following approximate outstanding amounts 

as of the Petition Date: $2.5 million to employees on account of payroll, $49.7 attributable to 

customer programs (not included in accounts payable), and approximately $51.8 million in 

accounts payable outstanding before application of any setoffs, credits, or deductions that may be 

available to the Debtors.

III. EVENTS LEADING TO THESE CHAPTER 11 CASES

41. As detailed herein, these chapter 11 cases arose from a number of factors that 

affected the Debtors’ performance and available liquidity. Accordingly, the Debtors have 

determined that seeking relief pursuant to chapter 11 and continuing in their efforts to implement 

value maximizing transactions in chapter 11 provides the best option for the Debtors and their 

stakeholders at this time.

A. Overview of Prepetition Initiatives

42. The Company focused on various strategic actions to obtain additional liquidity and 

increase operational efficiency. This included refranchising company-owned restaurants, growing 

same-store sales, accelerating new franchise restaurant openings internationally, increasing its 

presence in airports internationally and testing entry into U.S. hotels, capitalizing on digital 

platforms and increasing third-party delivery sales, revitalizing the Company’s brand, and 

amending license agreements to pay down existing debt. 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 14 of 27

DEBTORS EXHIBIT 1

Page 14 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 14 of 25
15 

i. Re-franchising Company-Owned Restaurants

43. Currently, the Company has approximately 39 company-owned restaurants. The 

Company sought to focus on an asset-light strategy, potentially enabling the Company to become 

nimbler and more strategic in its deployment of capital with a more predictable income stream 

from franchisees. 

ii. Increased Same-Store Sales and Presence

44. The Company focused on growing its restaurant sales across its global system. The 

decision to focus on growing same-store sales was to improve restaurant profitability for the 

restaurants, which in turn would drive new restaurant openings. To drive this growth, the 

Company innovated and elevated its menu, created product promotions and marketing messages, 

focused on guest experience, enhanced its digital capabilities, reorganized its U.S. store operations, 

and provided expert training and support. 

45. At the same time, the Company continued to grow its global restaurant base through 

targeted expansion of its franchise network. The Company identified several markets to drive 

global restaurant openings, including Southeast Asia, Mexico, Brazil, Canada, India, and 

continental Europe. The Company focused on its non-U.S. franchises due to their attractive return 

on investment. To further this goal, the one of the Company’s non-Debtor subsidiaries, TGI 

Fridays Franchisor, LLC, has entered into development agreements with franchisees to open 

approximately 156 additional international restaurants through the end of 2034.

46. Inside the U.S., the Company focused its efforts on actively adding more sites to its 

airport portfolio. This decision was based, in part, by the success of the Company’s locations in 

the Dallas Fort Worth International Airport, which generated sales of $44.5 million in the 52 weeks 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 15 of 27

DEBTORS EXHIBIT 1

Page 15 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 15 of 25
16 

ending on December 25, 2023. Given the operational expertise the Company has gained from 

running these units and additional airport locations, the Company decided to test its entry into a 

capital light hotel strategy. Accordingly, the Company opened its first unit in Hollywood, 

California, on May 21, 2024. 

iii. Capitalize on Digital Platforms and Increase Third-Party Delivery Sales 

47. Over recent years, the Company has invested capital to modernize its information 

technology capabilities, including online and mobile ordering, delivery, and loyalty. In the U.S. 

the Company has partnered with leading third-party delivery services providers to promote 

off-premises sales. For the current calendar year through November 1, 2024, total off-premises 

sales (online, mobile, and delivery service) represented approximately 25% of total sales, up from 

8% pre-COVID. Additionally, the Company has amassed just over 2 million reward and email 

club members. Through strong engagement and special offers, the brand has driven higher visit 

frequency from these guests. 

48. This year the Company launched a new menu that features new appetizers, burgers, 

salads, bowls, desserts, kids’ menu items and cocktails. Guest response to the new menu was quite 

positive, resulting in improved sales trends following the launch. A new bar menu was also 

introduced, which features new cocktails, selected appetizers and a “happy hour” offering. The 

Company has also launched several initiatives which have improved its value proposition to guests. 

These include a new value menu comprised of 10 full meals starting at $9.99, a “happy hour” 

program, direct mail offers, and new, compelling loyalty offers. These efforts have been paying 

off. Independent, third-party data indicates that the Company’s price net sentiment scores have 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 16 of 27

DEBTORS EXHIBIT 1

Page 16 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 16 of 25
17 

drastically improved from the first to second quarter of 2024, with its quarter-over-quarter results 

having improved by over fifteen percentage points. 

49. Finally, the Company has developed an events calendar designed to delight guests 

throughout the year with compelling in-restaurant activities and promotions. Successful examples 

include “National Teachers Day,” “National BBQ Day,” and others.

iv. Kraft Heinz License

50. On April 25, 2024, the Company and Kraft Foods Group Brands LLC (“Kraft 

Heinz”) executed an amended and restated license agreement (the "Kraft Heinz License"). Kraft 

Heinz paid the Company $140 million in cash consideration for the Kraft Heinz License, and no 

ongoing royalties will be due to the Company. Under the Kraft Heinz License, the Company 

granted Kraft Heinz a perpetual, irrevocable, and exclusive license under certain of the Company 

trademarks for use by Kraft Heinz in manufacturing, distributing, marketing, and selling frozen 

starters and frozen snacks in certain retail distribution channels in the United States, Canada, 

Mexico, the Caribbean, and Central and South America. The Company used the proceeds from 

the Kraft Heinz License, along with similar license agreements, to pay down $145 million of 

existing debt. 

B. Recent Headways and Liquidity Pressures

51. The Company and its franchisees operate in the branded casual dining space in the 

U.S., Americas, Asia, Australasia and the Middle East. All of these geographies have been through 

recent turbulence which has significantly impacted and altered the casual dining market. Conflicts 

in the Middle East and Ukraine disrupted supply chains, in particular of ingredients and food 

produce. Global inflation increases have resulted in significant interest rate increases with respect 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 17 of 27

DEBTORS EXHIBIT 1

Page 17 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 17 of 25
18 

to the Company’s debt and has made obtaining additional financing more difficult. In addition, 

these pressures have also resulted in universal pressure on individuals’ finances, resulting in 

generally less disposable income and, therefore, less of an ability to dine out in casual dining 

establishments.

52. With lingering volatility and inflation, customers in 2023 and 2024 continued to 

feel the effects of inflation, and increasingly became cost-conscious for out-of-home dining and 

sought out value. Compared to US publicly traded competitors with large advertising budgets, the 

Company had much more limited resources to market on a national scale and lost market share as 

a result. Into 2024, the Company’s strategy shifted to provide value, without significantly 

impairing margin, and focused its marketing strategy on local, store-level advertising, 

programming, and events to drive traffic. 

53. Similar to its peers, the Company has struggled with rising costs in recent years, 

particularly as consumers have shifted towards limited-service options. In addition, decreased 

sales have led to tightened liquidity. For example, the Company’s U.S. sales have declined by 15% 

over the last year, which was due to unit closures and weaker average unit volumes. 

54. On March 2, 2017, the Company and Citibank, N.A., as trustee (the “Trustee”) 

entered into a base indenture (the “Indenture”) and management agreement (the “Management 

Agreement”). The transaction was a whole business securitization, where the Company issued 

two series of notes. The notes were collateralized by the Company’s existing and future franchise 

agreements, existing and future company-operated restaurant royalties, license agreements, 

existing and future intellectual property, and related revenues. Under the Management Agreement, 

TGIF Fundings, LLC, TGI Fridays Franchisor, LLC, and TGIF SPV Guarantor, LLC (collectively, 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 18 of 27

DEBTORS EXHIBIT 1

Page 18 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 18 of 25
19 

the “Securitization Entities”) engaged TGI Friday’s, Inc. as manager (the “Manager”) to enforce 

their rights and powers and perform their duties. Pursuant to the Indenture, the Manager was 

required to furnish a report by independent auditors or the back-up manager summarizing the 

findings of certain agreed upon procedures within a set time period (the “Manager Report”). 

55. On September 3, 2024, the Trustee declared a manager termination event, which 

terminated TGI Friday’s Inc. as Manager. The termination was purportedly due to several reasons, 

including, among other things, the Manager’s failure to furnish the Manager Report. TGI Friday’s 

Inc. continues to provide management services under the terms of a TSA (defined below). Until 

a successor is named, FTI Consulting, Inc. (“FTI”) has served and will continue to serve as the 

back-up Manager. FTI’s responsibilities included exercising inspection and audit rights against 

the securitization entities, restructuring and re-negotiating transaction documents those entities 

entered into, implementing personnel decisions, and liquidating collateral if reasonably necessary. 

56. Subsequently, TGIF and the Securitization Entities entered into that certain 

Transition Services Agreement (the “TSA”) dated as of October 29, 2024, pursuant to which the 

Debtors will continue to provide certain corporate and support services for the benefit of the 

domestic and international franchisees, including, among other things, services related to 

marketing, menu and product offerings, vendor management, IT support, intellectual property, and 

accounting (the “Continued Services”). The TSA provides that the Debtors shall provide the 

Continued Services through November 15, 2024, which may be (i) upon written notice to TGIF,

extended by additional seven day periods until December 31, 2024 and (ii) upon written agreement 

between TGIF and the Securitization Entities, extended by additional seven day periods until 

March 31, 2025. 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 19 of 27

DEBTORS EXHIBIT 1

Page 19 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 19 of 25
20 

57. As a result of the termination of TGI Friday’s Inc. as Manager, the Company lost a 

significant portion of its revenue stream as the Company would no longer receive the benefit of 

the restaurant royalty payments. 

58. In October 2024, the Company engaged Ropes & Gray LLP and Berkeley Research 

Group, LLC to assist with prepetition initiatives and engagement with the existing lenders under 

the Company’s capital structure. The Company and its advisors have worked tirelessly to closely 

to monitor the Company’s liquidity and to strategize and implement various strategic initiatives to 

address operational and liquidity concerns. The Debtors’ intent is to work as quickly as possible 

to finalize potential value maximizing transactions and move expeditiously to the successful 

resolution of these chapter 11 cases.

59. The Debtors intend to run a marketing process for the sale of substantially all of the 

Debtors assets under section 363 of the Bankruptcy Code. The Debtors have received several 

indications of interest with respect to a sale of the Debtors’ assets and believe that they will receive 

further indications of interest in the coming days.

IV. FIRST DAY MOTIONS AND RELATED RELIEF REQUESTED

60. In connection with the filing of their chapter 11 petitions, the Debtors filed the 

below-listed First Day Motions requesting relief that the Debtors believe is necessary to enable 

them to administer their estates with minimal disruption and loss of value during these chapter 11 

cases. The facts set forth in each of the First Day Motions are incorporated herein in their entirety.4

 

4 Capitalized terms used in this section but not otherwise defined herein shall have the meanings ascribed to them 

in the respective First Day Motions. 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 20 of 27

DEBTORS EXHIBIT 1

Page 20 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 20 of 25
21 

(i) Administrative Motions:

1. Joint Administration Motion. Debtors Emergency Motion for Entry of an 

Order Directing Joint Administration of Their Chapter 11 Cases; 

2. Claims Agent Application. Debtors’ Application for Entry of Interim and 

Final Orders Authorizing the Employment and Retention of Stretto, Inc. as 

Claims, Noticing, and Solicitation Agent Effective as of the Petition Date; 

and 

3. Creditor Matrix Motion. Debtors’ Emergency Motion for Entry an Order 

(I) Authorizing Debtors to File a Consolidated (A) Creditor Matrix and (B) 

Top 50 Creditors List, (II) Authorizing Redaction of Certain Personal 

Identification Information, and (III) Granting Related Relief. 

4. Schedules and SOFA Extension Motion. Debtors’ Emergency Motion for 

Order Extending Time to File Schedules of Assets and Liabilities and 

Statements of Financial Affairs. 

(ii) Financing Motions: 

5. Debtor-in-Possession Motion. Debtors’ Emergency Motion for Entry of 

Interim and Final Orders (I) Authorizing the Debtors to (A) Obtain 

Postpetition Financing and (B) Use Cash Collateral, (II) Granting Liens 

and Providing Claims with Superpriority Administrative Expense Claims, 

(III) Granting Adequate Protection (IV) Modifying the Automatic Stay, (III) 

Scheduling a Final Hearing; and (IV) Granting Related Relief; 

(ii) Operational Motions: 

6. Cash Management Motion. Debtors’ Emergency Motion for Entry of

Interim and Final Orders (I) Authorizing Debtors to (A) Continue to 

Operate Their Cash Management System, (B) Honor Certain Prepetition 

Obligations Related Thereto, (C) Maintain Existing Business Forms, and 

(D) Continue Certain Intercompany Transactions, and (II) Granting 

Related Relief; 

7. Insurance Motion. Debtors’ Emergency Motion for Entry of an Order (I) 

Authorizing Debtors to (A) Maintain Existing Insurance Policies and Pay 

All Insurance Obligations Arising Thereunder, and (B) Renew, Supplement, 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 21 of 27

DEBTORS EXHIBIT 1

Page 21 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 21 of 25
22 

Modify, or Purchase Insurance Coverage, (II) Authorizing Continuation 

and Renewal of Surety Bond Program; and (III) Granting Related Relief;

8. Taxes Motion. Debtors’ Motion for Entry of an Order (I) Authorizing 

Debtors to Pay Certain Prepetition Taxes and Fees and (II) Granting 

Related Relief; 

9. Utilities Motion. Debtors’ Emergency Motion for Entry an Orders (I)(A) 

Approving Debtors’ Proposed Form of Adequate Assurance of Payment for 

Future Utility Services, (B) Approving the Debtors’ Proposed Procedures 

for Resolving Additional Assurance Requests, and (C) Prohibiting Utility 

Providers from Altering, Refusing, or Discontinuing Services; and (II) 

Granting Related Relief; 

10. Wages Motion. Debtors’ Emergency Motion for Entry of an Order (I) 

Authorizing Debtors to (A) Pay Prepetition Wages, Employee Benefits 

Obligations, and Other Compensation and (B) Continue Employee Benefits 

Programs and Pay Related Administrative Obligations and (II) Granting 

Related Relief; 

11. 503(b)(9) and PACA/PASA Motion. Debtors’ Emergency Motion for Entry 

of an Order (I) Authorizing Debtors to Pay Certain Prepetition Claims of 

Certain Section 503(b)(9) Claimants, and PACA/PASA Claimants (II) 

Authorizing Banks to Honor and Process Checks and Electronic Transfer 

Requests, and (III) Granting Related Relief;

12. Customer Programs Motion. Debtors’ Emergency Motion for Entry of an 

Order (I) Authorizing Debtors to Maintain and Administer Their Existing 

Customer Programs and Honor Certain Prepetition Obligations Related 

Thereto and (II) Granting Related Relief; 

13. Lease Rejection Motion. Debtors’ Emergency Motion for Entry of an Order 

(I) Authorizing Rejection of Certain Contracts and Nonresidential Real 

Property Leases, (II) Abandoning Certain Personal Property, and (III) 

Granting Related Relief; and 

14. Rejection Procedures Motion. Debtors’ Emergency Motion for Entry of an 

Order (I) Authorizing and Approving Procedures to Reject Executory 

Contracts and Unexpired Leases and (II) Granting Related Relief.

61. The First Day Motions request authority to, among other things, honor 

workforce-related compensation and benefits obligations, pay claims of certain taxing authorities

and prepetition trade claimants, continue to honor certain customer programs, extend the deadline 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 22 of 27

DEBTORS EXHIBIT 1

Page 22 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 22 of 25
23 

for filing schedules of assets and liabilities and statements of financial affairs, and continue the 

Debtors’ cash management system and other operations in the ordinary course of business to 

ensure minimal disruption of the Debtors’ business operations during these chapter 11 cases. For 

the avoidance of doubt, the Debtors request authority, but not direction, to pay amounts or satisfy 

obligations with respect to the relief requested in the First Day Motions.

62. The Debtors have tailored their requests for immediate relief to those circumstances 

when the failure to receive such relief would cause immediate and irreparable harm to the Debtors 

and their estates. I believe an orderly transition into chapter 11 is critical to the viability of the 

Debtors’ operations and that any delay in granting the relief described below could hinder the 

Debtors’ operations and cause irreparable harm. Other requests for relief will be deferred for 

consideration at a later hearing. 

63. I have reviewed each of the First Day Motions and am familiar with the content and 

substance contained therein. The facts set forth in each First Day Motion are true and correct to 

the best of my knowledge and belief with appropriate reliance on other corporate officers and 

advisors and I can attest to such facts. I believe the relief requested in each of the First Day 

Motions listed above (a) is necessary to allow the Debtors to operate with minimal disruption and 

productivity losses during these chapter 11 cases, (b) is critical to ensure the maximization of value 

of the Debtors’ estates, (c) is essential to achieving a successful reorganization, and (d) serves the 

best interests of the Debtors’ stakeholders.

CONCLUSION

64. The Debtors’ ultimate goal in these chapter 11 cases is to achieve an orderly, 

efficient, consensual, and successful reorganization and value maximizing result for the Debtors’ 

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 23 of 27

DEBTORS EXHIBIT 1

Page 23 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 23 of 25
24 

stakeholders. To minimize any loss of value, the Debtors’ immediate objective is to maintain a 

business-as-usual atmosphere during the course of these chapter 11 cases, with as little interruption 

or disruption to the Debtors’ operations as possible. I believe that if the Court grants the relief 

requested by the First Day Motions, the prospect for achieving these objectives will be 

substantially enhanced. 

 [Remainder of Page Intentionally Left Blank]

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 24 of 27

DEBTORS EXHIBIT 1

Page 24 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 24 of 25
25 

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing 

statements are true and correct to the best of my knowledge, information, and belief.

Dated: November 3, 2024 /s/ Kyle Richter 

Kyle Richter

Chief Restructuring Officer

Case 24-80069-sgj11 Doc 30 Filed 11/03/24 Entered 11/03/24 22:41:41 Desc Main

Document Page 25 of 27

DEBTORS EXHIBIT 1

Page 25 of 25

Case 24-80069-sgj11 Doc 32-1 Filed 11/03/24 Entered 11/03/24 23:35:45 Desc

Exhibit 1 Page 25 of 25