BurgerFi: Dual-Brand 363 Sales and a Confirmed Liquidating Plan
BurgerFi ch. 11 completed 363 sales of BurgerFi and Anthony’s assets and confirmed a liquidating trust plan.
BurgerFi International, the parent of the BurgerFi and Anthony's Coal Fired Pizza & Wings restaurant brands, filed chapter 11 on September 11, 2024 in the U.S. Bankruptcy Court for the District of Delaware. The case proceeded through separate section 363 sales of both brands, with the senior lender's affiliate serving as credit-bid purchaser, followed by a confirmed liquidating trust plan.
| Debtor(s) | BurgerFi International, Inc., et al. |
| Court | U.S. Bankruptcy Court, District of Delaware |
| Case Number | 24-12017 |
| Judge | Hon. Craig T. Goldblatt |
| Petition Date | September 11, 2024 |
Business Profile and Distress Drivers
Business overview. BurgerFi’s public-facing brand identity was built around “better burger” positioning and a franchised footprint that expanded before the company went public, while Anthony’s operated as a more corporate-heavy concept. The company’s path to becoming a public “platform” business included a $100 million SPAC deal involving Opes Acquisition Corp. Opes announced a June 8, 2020 LOI and later approved the combination in December 2020. In 2021, BurgerFi acquired Anthony’s Coal Fired Pizza for $156.6 million, increasing the platform’s leverage and corporate operating exposure.
Public materials described a franchise-heavy BurgerFi footprint and a corporate-heavy Anthony's footprint.
| Brand | Concept (high level) | Locations (court filing description) | Ownership mix (court filing description) |
| BurgerFi | Fast-casual “better burger” concept | 91 restaurants | 76 franchised; 17 corporate |
| Anthony's Coal Fired Pizza & Wings | Pizza/wings concept anchored by corporate operations | 51 restaurants | 50 corporate; 1 dual-brand franchise |
Public materials described BurgerFi at 93 restaurants and Anthony’s at 51 restaurants within a 144-location total. Pre-filing distress. The company reported a 13% same-store sales decline in the first quarter of 2024 and a Q2 2024 net loss of $18.4 million. At filing, the debtors reported $50–$100 million in assets and $100–$500 million in liabilities.
Court filings provide a more structured narrative around the secured debt and default timeline. The CRO Declaration described a senior credit facility that changed hands to TREW in April 2024 and a junior term loan held by CP7, an affiliate of the sponsor involved in the Anthony's acquisition, with defaults noticed early in 2024 and forbearance negotiations later expiring without an extension. The same declaration described cash and cash equivalents of $7.6 million at the beginning of 2024, contrasted with approximately $1.6 million of cash on hand at filing.
| Item | Detail |
| Senior credit facility | TREW acquired rights from prior senior lenders; indebtedness described at ~$57.8 million (including accrued interest), with an additional $2.5 million protective advance |
| Junior term loan | CP7 Warming Bag, L.P. (affiliate of L. Catterton Fund) described as junior lender with ~$18.1 million principal |
| Defaults and forbearance | Defaults noticed in January and April 2024; forbearance entered May 2024 and expired July 2024 |
The CRO attributed the filing to a "drastic decline" in post-pandemic consumer spending amid sustained inflation and increasing food and labor costs. Court filings also described leverage and liquidity pressure as the basis for the filing.
Capital structure. TREW Capital Management became the primary lender in April 2024 and later served as the DIP lender and credit-bid purchaser through an affiliate buyer vehicle. Court filings describe TREW as the senior lender and the negotiated counterparty for postpetition financing and cash collateral access.
DIP Financing and 363 Sale Process
DIP financing. The court entered a Final DIP Order approving a facility totaling $20.2395 million, including $6.7465 million of new money. The DIP Motion record described a 12.5% simple interest rate and a default rate that added 6% per annum, alongside an origination fee and an exit fee tied to total loans advanced.
The DIP Motion described an interim roll-up of $7.0 million and a total roll-up of $10.36 million upon entry of the final order, executed on a cashless dollar-for-dollar basis.
| Term | DIP motion description |
| Final facility size | $20.2395 million total; $6.7465 million new money |
| Interest rate | 12.5% simple interest per annum; +6% default interest |
| Fees | $100,000 origination fee; 2% exit fee based on total loans advanced |
| Roll-up | $7.0 million interim roll-up; total $10.36 million roll-up at final order |
| Budget governance | Use limited to lender-approved budget; 15% variance thresholds described |
| Maturity | Earlier of early November 2024 / after sale closing, after plan effective date, or January 2025 |
The Sale Motion characterized the filing as necessary to preserve value by preventing landlords from terminating leases and to provide an orderly forum to address secured liabilities, leases, and vendor obligations while a sale process proceeded. The same filings described the budget as contemplating sales for BurgerFi and Anthony's followed by a liquidating plan process.
Sale process. The case used a unified bidding procedures and sale motion framework early in the case, then implemented outcomes through separate sale orders for the Anthony’s asset package and the BurgerFi asset package. Industry reporting described a $54 million credit bid by the TREW buyer vehicle, split between $44 million allocated to the Anthony’s assets and $10 million allocated to the BurgerFi assets, with court approval entered on November 8, 2024. Brand-specific closing dates were reported as Anthony’s on November 15, 2024 and BurgerFi on November 27, 2024.
Key Timeline
| Date | Milestone | Brand scope | Primary reference |
|---|---|---|---|
| 2024-09-11 | Petitions filed | Both | Voluntary Petition |
| 2024-09-17 | Interim DIP order entered | Both | Interim DIP Order |
| 2024-10-17 | Final DIP order entered; bidding procedures order entered | Both | Final DIP Order; Bidding Procedures Order |
| 2024-11-08 | Sale orders entered | Separate orders for Anthony's and BurgerFi | Anthony's Sale Order; BurgerFi Sale Order |
| 2024-11-15 | Anthony’s sale closing (reported) | Anthony’s | Nov 15 closing |
| 2024-11-27 | BurgerFi sale closing (reported) | BurgerFi | Nov 27 closing |
| 2025-03-12 | Liquidating plan confirmed | Both estates / trust structure | Confirmation Order |
| 2025-03-17 | Plan effective date | Liquidating trust implemented | Effective Date Notice |
Sale order terms. Both sale orders (Anthony's Sale Order, BurgerFi Sale Order) identified the purchaser as TREW Capital Management Private Credit 2 LLC (or its designee). The credit-bid portion of the purchase price was deemed to pay down DIP obligations in full and then reduce the prepetition secured claim of the DIP lender (court filings indicate). The sale orders also included good faith findings, free-and-clear relief, and executory contract assumption-and-assignment procedures.
The BurgerFi sale order also approved a backup bid submitted by New BFI, LLC and NDMBFI Stores, LLC, with conditions on how the debtors could pivot to the backup bid if the successful bidder transaction terminated before closing (court filings indicate).
| Feature | Anthony’s sale | BurgerFi sale |
| Purchaser identity | TREW Capital Management Private Credit 2 LLC (or designee) | TREW Capital Management Private Credit 2 LLC (or designee) |
| Credit-bid mechanics | Credit bid portion deemed to satisfy DIP obligations and then reduce prepetition secured claim (court filings indicate) | Same core credit-bid mechanism (court filings indicate) |
| Backup bid provisions | Not highlighted in the extracted provisions | Backup bid approved (New BFI, LLC and NDMBFI Stores, LLC), with timelines and objection constraints tied to adequate assurance and "new" objections (court filings indicate) |
Gift cards. The asset purchase agreement provisions referenced in both sale orders included a representation that the sellers' aggregate deferred gift card revenue liability as of the petition date was not more than $465,000 (court filings indicate).
The plan projected recoveries for major impaired classes as "0.0% – unknown," with distributions dependent on retained causes of action and other residual estate assets. Equity interests were canceled on the effective date with no distribution.
Post-sale developments and management transition. Nineteen locations reportedly closed before the chapter 11 filing, including 10 Anthony’s and 9 BurgerFi. The CEO, Carl Bachmann, was reported to have departed on November 15, 2024. Post-sale reporting later described separate ownership outcomes for the two concepts, including Anthony’s being sold to Florida Burger Inc. and BurgerFi being resold to Happy Asker with court approval on December 13, 2024.
Liquidation trust plan. The debtors confirmed a chapter 11 plan of liquidation that created a liquidating trust and vested the remaining trust assets, including retained causes of action, into that trust on the effective date.
Court findings on confirmation were explicit about the trust structure: the plan provided for the transfer of liquidating trust assets to the liquidating trust, and on the effective date those assets vested in the trust free and clear of claims, liens, and interests, subject to the plan's terms (court filings indicate). The Confirmation Order also stated that the liquidating trustee would become the exclusive representative of each debtor and estate, with trustee-like powers under the Bankruptcy Code (court filings indicate).
Liquidating trustee. The Confirmation Order identified Daniel F. Dooley (MorrisAnderson & Associates, Ltd.) as liquidating trustee, appointed on the effective date. The Effective Date Notice stated that the plan's injunction, exculpation, and release provisions were in full force and effect as of March 17, 2025 and that executory contracts and unexpired leases were rejected as of the effective date except for those previously rejected/assumed/assigned or subject to specified notice procedures (court filings indicate).
Post-Sale Liquidating Trust Plan
Plan class structure. The Combined Plan and Disclosure Statement classified claims across eight classes and projected recoveries for impaired classes as "0.0% – unknown."
| Class | Description | Estimated allowed claims | Recovery |
| 1 | Other secured claims | $5,000 | 100% |
| 2 | Priority non-tax claims | $20,000 | 100% |
| 3 | TREW claims | $9,986,061 | 0.0% – unknown |
| 4 | CP7 claims | $18,509,061 | 0.0% – unknown |
| 5 | BFI claims (general unsecured) | $9,500,000 | 0.0% – unknown |
| 6 | ACFP claims (general unsecured) | $6,700,000 | 0.0% – unknown |
| 8 | Interests | N/A | 0% (canceled) |
The plan also provided an allocation concept for recoveries from retained causes of action: proceeds obtained by the liquidating trust from retained causes of action were described as being allocated 40% for distributions on TREW claims and 60% for distributions on other allowed claims, subject to the priority and ordering rules of the plan. Intercreditor subordination. The plan directed distributions on junior credit facility claims to TREW until the TREW claim was satisfied in full (court filings indicate).
Liquidating trust assets. The plan disclosure described the post-sale asset base as consisting primarily of retained causes of action. The confirmation order stated that retained causes of action and the TREW litigation contribution would transfer to and vest in the liquidating trust on the effective date (court filings indicate).
The plan disclosure also referenced TREW cash contributions and litigation contributions to the liquidating trust on the effective date as part of negotiated committee terms (court filings indicate). Releases and exculpation. The confirmation order approved the plan's exculpation, release, and injunction provisions and stated that these provisions were integral to settlement and plan implementation, becoming effective and binding upon the effective date (court filings indicate).
Key professionals. Public materials identified Jeremy Rosenthal as CRO and Force Ten Partners as restructuring/financial advisor (September 11 release). Stretto, Inc. was appointed as claims and noticing agent (court filings indicate).
| Role | Name/Firm | Source |
| Chief restructuring officer | Jeremy Rosenthal | September 11 release; CRO Declaration |
| Restructuring/financial advisor as described in bankruptcy filings | Force Ten Partners | September 11 release; CRO Declaration |
| Claims and noticing agent | Stretto, Inc. | Claims Agent Application |
| Liquidating trustee | Daniel F. Dooley (MorrisAnderson & Associates, Ltd.) | Confirmation Order |
Frequently Asked Questions
When did BurgerFi and Anthony’s file for chapter 11 bankruptcy, and where was the case filed?
The debtor group filed on September 11, 2024 in the U.S. Bankruptcy Court for the District of Delaware. The company described the case as a chapter 11 process intended to preserve operations while pursuing asset sales in its September 11 release.
How many locations did the company have at filing, and what was corporate versus franchised?
Public materials described 144 locations and reported BurgerFi at 93 restaurants (76 franchised, 17 corporate) and Anthony’s at 51 restaurants (50 corporate, plus one dual-brand franchise). Court filings described BurgerFi at 91 restaurants (76 franchised, 17 corporate) and Anthony’s at 51 restaurants (50 corporate, one dual-brand franchise).
What was the DIP financing and how much was new money?
The court approved a final DIP facility totaling $20.2395 million, including $6.7465 million of new money. The DIP motion record described pricing and fees that reflected a bridge-to-sale structure, including a stated 12.5% simple interest rate and an exit fee tied to loans advanced.
Who bought the Anthony’s business line and for what consideration?
Court filings approved a sale of the Anthony’s asset package to TREW Capital Management Private Credit 2 LLC (or its designee). Industry reporting described the consideration as a $44 million credit bid.
Who bought the BurgerFi business line and for what consideration?
Court filings approved a sale of the BurgerFi asset package to TREW Capital Management Private Credit 2 LLC (or its designee). Industry reporting described the consideration as a $10 million credit bid.
What did the sale orders say about credit-bid mechanics?
Both sale orders included mechanics under which the credit-bid portion of the purchase price was deemed to satisfy DIP obligations and then reduce the prepetition secured claim of the DIP lender (court filings indicate).
What happened to gift cards and similar customer liabilities?
Court filings referenced an asset purchase agreement representation that the sellers’ aggregate deferred gift card revenue liability as of the petition date was not more than $465,000 (court filings indicate). What kind of plan was confirmed after the sales?
The debtors confirmed a chapter 11 plan of liquidation implemented through a liquidating trust, with value centered on retained causes of action and other residual estate assets after the operating sales.
When did the plan become effective, and who ran the post-effective-date estate?
The plan became effective on March 17, 2025. The confirmation record provided that Daniel F. Dooley would be appointed as liquidating trustee on the effective date and would act as the exclusive representative of the estates for trust administration (court filings indicate).
Who is the claims agent for BurgerFi?
Stretto, Inc. is the claims and noticing agent for the BurgerFi International bankruptcy cases. Stakeholders may visit the Stretto case page or call Stretto's hotline for filing deadlines, proof-of-claim forms, and docket updates.
For more chapter 11 case coverage, visit the ElevenFlo bankruptcy blog.
