On September 3, 2026, Salad and Go operator And Go Concepts asked the bankruptcy court to approve a sale to 7 Brew following its winning $143.18 million bulk-auction bid. The bid remains subject to purchase-price adjustments, including the removal of one lease from the original 73-site agreement. Dutch Bros, the original proposed buyer, became the backup bidder after declining to submit a topping bid at the August 31 auction. The debtors’ amended sale motion schedules the approval hearing for September 23; selection of the winning bidder does not establish that the sale has closed.
The transaction would monetize former restaurant leases and associated assets as the debtors wind down. And Go Concepts, LLC and four affiliates filed voluntary Chapter 11 petitions on August 4, 2026, in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division. Their stated objective was to preserve and sell assets and complete an orderly wind-down, according to CFO Francis Gallagher’s first-day declaration. The approximately 70 remaining Arizona and Nevada restaurants closed the following day, Daily Coffee News reported.
This account reflects court materials reviewed through September 9, 2026. Future sale dates below follow the September 3 revised notice.
U.S. Bankruptcy Court for the Southern District of Texas, Houston Division
Case Number
26-90753
Petition Date
August 4, 2026
Judge
Alfredo R. Perez
Case Snapshot
The first-day declaration establishes the original filing group and petition date. The September 3 sale notice lists seven debtors, including AGC Topco and AGC Holdco, which the declaration had identified as nondebtor affiliates at the outset.
7 Brew’s winning bid remains subject to adjustments
Brew Culture, LLC, doing business as 7 Brew, was selected as the successful bidder at the August 31 bulk auction. According to the debtors, Dutch Bros had an opportunity to improve its offer and declined. Dutch Bros’ purchase agreement remains in place for a 60-day backup period under the auction procedures. These are the auction results described in the amended sale motion, which seeks approval of the transaction and related lease assignments.
The motion describes approximately 72 unexpired leases: 48 Group A sites and 24 Group B sites. It explains that the purchase agreement originally included 73 sites, but the parties agreed to drop one lease and account for that removal through a price adjustment. The assets include furniture, fixtures, equipment, security deposits, assignable utility contracts and related property at the leased premises. Amended sale motion, paragraph 2.
Component
Amount and treatment
Aggregate cash consideration stated in the motion
$143,177,777.77 before applicable adjustments
Group A consideration
$124,777,777.77
Group B consideration
$18,400,000.00
Deposit
$14,317,777.77 paid into escrow with Kroll
Base amount payable at closing
$128,860,000.00, plus any deposit adjustment, minus any site adjustment amount, plus any rejection fees
Additional consideration
Assumption of specified liabilities
7 Brew Bid Economics in the September 3 Amended Sale Motion
The motion’s payment terms distinguish money already placed in escrow from money payable at closing. The stated aggregate is therefore neither a final adjusted closing price nor cash already available for creditor distributions.
The debtors also ask the court to approve a sale free and clear of liens and other interests, authorize assumption and assignment of the relevant leases and contracts, approve cure costs, and grant good-faith-purchaser protection. Those are requests in the amended motion, rather than findings established by the auction result.
How the Dutch Bros transaction became a competitive sale
Boersma Bros, LLC, a Dutch Bros subsidiary, initially agreed to acquire leases and site-related assets at 51 Arizona and Nevada locations for $105 million. The agreement separately covered 14 Texas and Oklahoma leases for a nominal $50, according to Daily Coffee News’ report on the original agreement. Dutch Bros’ own August 5 Form 8-K confirmed an agreement to acquire real estate and related site assets at up to 65 locations, subject to approvals and closing conditions.
The debtors negotiated a fiduciary-out provision in the Dutch Bros agreement. After 7 Brew submitted a competing offer, the board determined that its terms justified using that provision, leading to the bulk auction. The debtors say their evaluation considered cash consideration, lease selection, cure costs, assumed liabilities, site-removal adjustments, potential lease-rejection claims and closing certainty. Amended sale motion, paragraphs 19–22.
The bids covered different lease portfolios and adjustment terms. Comparing their headline prices alone would therefore obscure differences in what each buyer would acquire and which obligations would remain with the estates.
Expansion and closed-store rent exhausted liquidity
Salad and Go was founded in Gilbert, Arizona, in 2013 and operated small drive-through restaurants supplied by centralized food-production facilities. Beginning in 2021, the company expanded into Texas and Oklahoma; at its peak, it operated 146 locations across four states. Gallagher’s declaration attributes the expansion’s difficulties to site accessibility, limited consumer awareness, central-kitchen overhead and pressures on customer traffic.
The retreat began before bankruptcy. The company closed approximately 41 underperforming Texas and Oklahoma locations in September 2025, then announced the closure of all remaining stores in those states in January 2026. The Garland production facility ceased operations around January 11. In total, more than 70 Central Region locations closed, according to the declaration.
Gallagher said the remaining Arizona and Nevada restaurants reached approximately break-even performance at the store level after allocating central-kitchen costs. Corporate overhead, rent on closed stores and administrative costs nevertheless left the smaller business consuming cash. He also attributed an acceleration in prepetition losses to rising gas prices, reduced consumer spending and a cyclospora outbreak. These are management’s explanations in the first-day declaration.
Facility debt and equity funding were distinct obligations
As of the petition date, the main operating entity, AGC OpCo, had no secured indebtedness, according to Gallagher. AGC Texas was the borrower under New Markets Tax Credit loans with an aggregate original principal amount of $25.38 million. The declaration describes account-pledge and control arrangements, a negative pledge, and completion and payment guarantees from AGC OpCo and AGC Holdco. The absence of secured borrowing at OpCo therefore should not be read as an absence of obligations associated with the facility financing. First-day declaration, paragraph 18.
Existing equity holders separately contributed approximately $27 million in new capital between December 2025 and January 2026. Gallagher characterized that infusion as equity capital, not secured debt, and said it had been substantially consumed by operating losses, closed-store rent and wind-down costs before bankruptcy. First-day declaration, paragraphs 18 and 24.
The U.S. Trustee appointed a six-member Official Committee of Unsecured Creditors on August 24. The appointment notice lists Performance Food Group, Inc.; Cool Werx; Colorado Mills, LLC; Abart Properties 5555, LLC; Alchemy Systems, LP; and Sahara 3D, LLC.
Sale approval and remaining assets follow separate tracks
The September 3 revised sale notice schedules the bulk-sale hearing for September 23, 2026, at 2:30 p.m. Central Time. It identifies September 16 as the objection deadline for the specified sale, cure, adequate-assurance and assignment issues, while separately describing receipt-based periods for supplemental cure notices.
Leases and assets not purchased in the bulk transaction remain subject to a separate sale process. The revised notice sets a September 24 bid deadline, an auction beginning September 30 with continuation on October 1 if needed, and an October 14 sale hearing. The non-bulk assets may include remaining leases, associated equipment, intellectual property and other estate assets; central-kitchen assets are excluded from that process as described in the notice. If no competing qualified bids are received for particular non-bulk assets, the notice provides that no auction will be held for those assets.
The debtors argue that prompt closing matters because rent and other lease obligations continue to accrue. The next material questions are which leases the court approves for transfer, how site adjustments affect the cash paid at closing, and what proceeds and obligations remain after the separate asset sales. The winning bid alone does not resolve those questions. Amended sale motion.
Sources
amended sale motion /documents/a3d1776e-73bb-46cd-85fe-a032f20f67b1/
August 5 Form 8-K https://www.sec.gov/Archives/edgar/data/1866581/000186658126000131/bros-20260805.htm
This article was researched and written with AI assistance, using court filings, public records, and news sources. AI-generated content can contain errors. Verify all information against primary sources before relying on it. This is not legal or financial advice. See the disclaimer.