Food52: Liquidating Plan Heads to Confirmation After $13.4M Sale
ElevenFlo Research
May 18, 202616 min read
Food52, Inc. — now renamed Salt House, Inc. — filed chapter 11 on December 29, 2025 in the U.S. Bankruptcy Court for the District of Delaware under case number 25-12277. What began as an emergency section 363 sale triggered by a lender cash sweep has since moved through a competitive auction, three closed asset sales, a corporate name change, and into the confirmation phase of a chapter 11 plan of liquidation. By mid-May 2026 the debtor had completed solicitation, briefed final approval of its disclosure statement, and put a proposed confirmation order before the court.
The case is a clean illustration of a liquidity-shock chapter 11 that converted into a value-maximizing sale-and-wind-down. A December 15, 2025 cash sweep by secured lender Avidbank eliminated operating liquidity and forced immediate layoffs, leaving the company with one actionable rescue proposal. That proposal — emergency DIP financing and a $6.5 million stalking-horse bid from F52, LLC, an affiliate of America's Test Kitchen — anchored a 35-day sale process that ultimately produced $13.375 million in aggregate sale proceeds across three brands, with the America's Test Kitchen affiliate winning the Food52 brand at auction. The plan now distributes those proceeds to creditors through a liquidating trust.
Food52 entered chapter 11 in a freefall posture driven by a single liquidity event. The First Day Declaration of CEO Erika Badan describes Avidbank's December 15, 2025 sweep of substantially all cash from the debtor's accounts, reducing balances from roughly $6.3 million to near zero. The sweep eliminated the company's ability to meet payroll and continue out-of-court sale and refinancing discussions, and the debtor responded with rapid workforce reductions — terminating about 60% of employees on December 17, 2025 and another 20% on December 26, 2025.
The declaration attributes the underlying distress to a failed shift from growth-oriented spending to profitable growth, citing high fixed costs, legacy contracts, outdated technology, and systems that did not scale with a combined media-and-commerce platform built across the Food52, Schoolhouse, and Dansk brands. The Schoolhouse and Dansk businesses were acquired in 2021 after a TCG Capital Management investment round, following TCG's $83 million majority investment in 2019. Court filings state that TCG affiliates owned roughly 73% of Food52's fully diluted equity at filing.
Before bankruptcy, the company retained Core Advisors and added Buchbinder & Co. to run a marketing process that contacted 211 prospective parties, executed 35 nondisclosure agreements, and generated seven indications of interest by mid-December 2025. After the cash sweep, only F52, LLC submitted an actionable proposal — one that paired emergency DIP financing with a stalking-horse bid and a compressed 35-day sale timeline. The First Day Declaration also describes a $1.505 million bridge loan provided by the TCG lender on December 22, 2025 to stabilize liquidity ahead of the filing.
Capital Structure and the Secured Debt Stack
The First Day Declaration sets out a relatively small but multi-layered prepetition capital structure. After the December 15 sweep, Avidbank's first-lien claim stood at approximately $411,000 as of the petition date. The debtor also owed the $1.505 million TCG bridge loan provided in late December and carried a $15 million Silicon Valley Bank term loan guaranteed by TCG, along with roughly $8.3 million of ordinary-course obligations to vendors, suppliers, and landlords.
The debtor's schedules later reflected a larger overall claims picture, with unsecured claims totaling in the low tens of millions before the plan-stage settlement described below. The first-day record remains the cleaner filing-level snapshot of the funded debt that drove the emergency sale: a depleted first-lien position, a small insider bridge facility, and a guaranteed term loan, against a liquidity base the cash sweep had effectively erased.
DIP Financing and F52 Control of the Case
F52, LLC controlled the case architecture from day one as both proposed DIP lender and stalking-horse bidder. The DIP Financing Motion describes a $3.42 million facility with $1.92 million available on an interim basis, priced at 15% per annum paid in kind with a 5% default-rate premium. F52 was entitled to a 6% exit fee if it was not approved as the stalking horse; if F52 became the successful purchaser, accrued DIP obligations, interest, and fees would be credit bid rather than paid in cash.
The DIP package included priming liens, superpriority claims, a budget with a 15% permitted-variance test for total operating disbursements, and a professional-fee carve-out with a $125,000 post-trigger cap. The proposed maturity was the earliest of February 28, 2026, a plan effective date, consummation of a 363 sale, case dismissal or conversion, acceleration after default, or 25 days after the petition date absent a final order. The motion contemplated paying Avidbank's roughly $411,000 claim in full shortly after interim approval to stop further adequate-protection expense from accruing, and the Interim DIP Order established a professional-fee carve-out and a challenge period for parties to test prepetition liens.
The Final DIP Order preserved any estate claims against Avidbank and expressly stated that the final order did not provide adequate protection to Avidbank, while still granting replacement liens and superpriority protection to the remaining prepetition secured lender. It also required weekly funding of a professional-fee reserve and tied plan progress to DIP-lender consent by requiring any plan to provide for payment in full of DIP obligations on terms acceptable to the DIP lender.
Auction Results and Sale to F52, Troy-CSL, and Form Portfolios
The Bidding Procedures Order entered January 12, 2026 approved F52 as stalking horse, approved a $200,000 break-up fee and up to $200,000 of expense reimbursement, and set February 3 as the bid deadline, February 5 as the auction date, and February 10 as the sale hearing. The order also approved standard backup-bidder mechanics and allowed the DIP lender to credit bid under section 363(k) for assets subject to its liens.
The auction substantially improved value across the three brand portfolios and broke the company into three pieces. The post-auction sale declaration identifies F52, LLC as the successful bidder for the Food52 assets, with Static Media as backup; Troy-CSL Lighting as the successful bidder for the Schoolhouse assets, with SH Operations as backup; and Form Portfolios as the successful bidder for the Dansk assets. The filing puts the Food52 consideration at $10.3 million — a $9.9 million purchase price plus a $400,000 credit for the approved break-up fee and expense reimbursement — alongside $2.2 million in cash plus assumed liabilities for Schoolhouse and $250,000 in cash plus a waiver of administrative-expense claims for Dansk. Aggregate sale proceeds reached $13.375 million, $6.875 million above the original $6.5 million stalking-horse baseline.
Sale orders for all three asset groupings were entered on February 11, 2026, covering the Food52 assets, the Schoolhouse assets, and the Dansk assets, and the transactions closed on February 13, 2026. The Dansk package produced the case's clearest contested sale issue: Form Portfolios filed an objection to the sale arguing that Food52 could not sell certain Dansk designs, the Kobenstyle mark, and related Quistgaard-associated intellectual property because the governing license had terminated prepetition and the disputed rights were not property of the estate. Form argued the dispute required an adversary proceeding rather than a contested sale motion. That dispute ended with Form Portfolios itself as the successful bidder for the Dansk assets, converting the title-and-usage litigation into the resolution mechanism for that package.
Salt House Rename and the Chapter 11 Plan of Liquidation
After the Food52 and Schoolhouse sales closed, the debtor moved to change its corporate name and case caption to Salt House, Inc. because the sale agreements required a name that was not confusingly similar to the sold businesses, and the court entered the rename order on March 5, 2026. One day later, on March 6, 2026, the debtor filed a chapter 11 plan of liquidation, a disclosure statement, and a combined disclosure-statement and confirmation motion, confirming the case's formal move into a liquidation-plan phase.
The debtor filed a Notice of Revised Chapter 11 Plan of Liquidation on March 25, 2026 and a revised disclosure statement on March 27, 2026. The court approved the disclosure statement on an interim basis on March 27, 2026 and authorized solicitation, overruling at that stage an objection from the U.S. Trustee to the plan's third-party release opt-out mechanism.
The plan classifies claims and interests into five classes. Class 1 (Secured Claims) and Class 2 (Other Priority Claims) are unimpaired, deemed to accept, and receive payment in full in cash. Class 3 (General Unsecured Claims) is impaired and the only class entitled to vote, receiving a pro rata share of the Liquidating Trust Assets. Class 4 (Subordinated Claims) and Class 5 (Interests) are impaired, deemed to reject, and receive no distribution.
The Insider Settlement and a Higher Projected Recovery
A settlement negotiated with the official committee of unsecured creditors materially improved the projected outcome for general unsecured creditors. As reflected in the declaration of Jill Frizzley, released insiders agreed to a voluntary reduction of roughly $10.8 million in general unsecured claims. The Chernin Group affiliates agreed to reduce their general unsecured claims from $15,218,025.67 to $5,218,025.67; former CEO Erika Badan agreed to cut her general unsecured claim from $2,500,000.00 to $2,000,000.00 and not assert administrative priority; and Heidi Robinson agreed to waive a $320,350.00 general unsecured claim in exchange for a $15,850.00 cash payment, with her $17,150.00 other priority claim allowed.
That settlement cut the general unsecured claims pool by nearly 40% and, per the declaration of Laura Marcero, the debtor's MERU, LLC financial advisor, raised the estimated payment percentage for general unsecured creditors from approximately 2.6% to approximately 9%. The debtor also estimates roughly $900,000 in additional cash will be available on the effective date relative to the previously filed liquidation analysis, attributed to operational efficiencies during the wind-down.
Jill Frizzley, president of Wildrose Partners, LLC, served as the sole member of a Special Committee established by the board on February 26, 2026 to investigate potential claims against the company's officers, directors, and The Chernin Group. The committee identified no plausible or colorable causes of action against any insider for breach of fiduciary duty, the finding the debtor relies on to support the plan's insider releases.
The Salt House Liquidating Trust
The plan is implemented through the Salt House Liquidating Trust, established on the effective date to liquidate the debtor's remaining assets, reconcile general unsecured claims, and make distributions to trust beneficiaries. On the effective date the debtor transfers all Liquidating Trust Assets to the trust — the effective-date cash amount plus all other tangible and intangible assets, insurance policies, retained causes of action, and books and records. The trust assets exclude cash reserved for allowed administrative, priority tax, secured, and other priority claims, the professional-fee reserve, and assets already sold.
The debtor filed a Notice of Filing of Amended Liquidating Trust Agreement — Exhibit B of the Plan Supplement — on May 18, 2026. The amended agreement supersedes the version originally attached to the plan supplement and incorporates comments from the proposed liquidating trustee and the U.S. Trustee. It names Province Fiduciary Services, LLC as liquidating trustee, with Amanda (Demby) Swift authorized to act on the trustee's behalf, subject to oversight by a Trust Advisory Committee. The amended agreement also requires the debtor to transfer the SAP Cash Reserve — cash reserved for allowed administrative, priority tax, secured, and other priority claims — to the trust.
Confirmation Briefing and the U.S. Trustee Release Objection
After interim approval, the debtor solicited votes and the plan was overwhelmingly accepted by the sole voting class, Class 3 (General Unsecured Claims). On May 14, 2026 the debtor filed a Notice of Filing of Proposed Findings of Fact, Conclusions of Law, and Order approving the disclosure statement and confirming the plan, putting a proposed confirmation order before the court.
On May 14 and 15, 2026 the debtor filed its Memorandum of Law in support of final approval of the disclosure statement on a final basis and confirmation of the plan. The memorandum is supported by declarations of Erika Badan, Jill Frizzley, and Laura Marcero, and argues that the plan satisfies each applicable element of Bankruptcy Code section 1129 — including classification under section 1122, good faith, the best-interest-of-creditors test, feasibility, and section 1129(b) cram-down as to the deemed-rejecting Class 4 and Class 5. Marcero's declaration supports the best-interest analysis by attesting that a hypothetical chapter 7 liquidation would generate higher costs and lower recoveries, so creditors fare at least as well under the plan, and that the Liquidating Trust provides adequate means of implementation.
The lone formal objection to confirmation came from the U.S. Trustee, who filed an objection on May 14, 2026 targeting the plan's nonconsensual third-party releases. The objection challenges the plan's opt-out consent mechanism, which deems consent from Class 3 holders sent a ballot and from Class 1 and Class 2 holders sent a non-voting opt-out form who do not affirmatively opt out or object. The U.S. Trustee argues that bankruptcy courts lack statutory authority to impose nonconsensual non-debtor releases under the Supreme Court's decision in Harrington v. Purdue Pharma L.P., that third-party releases are separate state-law contracts and silence is not acceptance of an offer, and that creditors have no legal duty to respond to solicitation materials. The objection asks the court to deny confirmation as proposed or to require the releases to be removed or converted to opt-in.
The debtor's confirmation memorandum responds that the court already overruled the same opt-out objection on March 27, 2026 at interim disclosure statement approval, that notice was proper, and that the releases are therefore consensual. The debtor reported receiving 28 opt-out elections out of the 52 parties who submitted ballots or opt-out election forms.
The court also entered an Order Extending the Exclusive Periods on May 14, 2026, extending the debtor's exclusive plan-filing period through July 27, 2026 and its exclusive solicitation period through September 28, 2026 under section 1121(d), without prejudice to further extensions.
Date
Event
December 15, 2025
Avidbank sweeps substantially all cash from debtor accounts
December 29, 2025
Voluntary chapter 11 petition and First Day Declaration filed
January 12, 2026
Bidding procedures order entered; F52 approved as stalking horse
January 22, 2026
Final DIP order entered
February 11, 2026
Sale orders entered for Food52, Schoolhouse, and Dansk assets
February 13, 2026
Sale transactions close
March 5, 2026
Order changing corporate name and caption to Salt House, Inc. entered
March 6, 2026
Chapter 11 plan of liquidation and disclosure statement filed
March 25–27, 2026
Revised plan and disclosure statement filed; interim approval and solicitation authorized
April 29, 2026
Notice of filing of plan supplement
May 14, 2026
Exclusivity-extension order, U.S. Trustee confirmation objection, and proposed confirmation order filed
May 14–15, 2026
Memorandum of law and Badan, Frizzley, and Marcero declarations supporting confirmation filed
May 18, 2026
Notice of filing of amended liquidating trust agreement
Key Timeline
Frequently Asked Questions
Why did Food52 file for bankruptcy?
Food52 filed chapter 11 after secured lender Avidbank swept substantially all cash from its accounts on December 15, 2025, eliminating operating liquidity. The First Day Declaration also attributes the underlying distress to high fixed costs, legacy contracts, and a failed shift from growth spending to profitable growth across its three brands.
What is the status of the Food52 bankruptcy now?
The debtor, renamed Salt House, Inc., sold its Food52, Schoolhouse, and Dansk assets in February 2026 for $13.375 million and is now in the confirmation phase of a chapter 11 plan of liquidation. As of May 2026 the disclosure statement final approval and plan confirmation have been fully briefed.
Who bought the Food52, Schoolhouse, and Dansk assets?
F52, LLC, an affiliate of America's Test Kitchen, was the successful bidder for the Food52 assets; Troy-CSL Lighting acquired the Schoolhouse assets; and Form Portfolios acquired the Dansk assets. Aggregate sale proceeds totaled $13.375 million, $6.875 million above the original $6.5 million stalking-horse bid.
What will general unsecured creditors recover?
The plan projects an approximately 9% payment percentage for general unsecured creditors, up from an earlier 2.6% estimate. The improvement followed a committee-negotiated settlement under which released insiders reduced their general unsecured claims by roughly $10.8 million, cutting the claims pool by nearly 40%.
What is the Salt House Liquidating Trust?
The Salt House Liquidating Trust is the post-effective-date vehicle that holds the debtor's remaining assets, reconciles general unsecured claims, and distributes proceeds to creditors. Province Fiduciary Services, LLC serves as liquidating trustee under an amended trust agreement filed May 18, 2026.
Who is the claims and noticing agent for the Food52 bankruptcy?
Kurtzman Carson Consultants LLC dba Verita Global serves as the claims and noticing agent, maintaining the official claims register and distributing case notifications to creditors and parties in interest.
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. Read our full disclaimer.
