One Table Restaurant Brands, the shared management platform behind fast-casual chains Tender Greens and Tocaya, filed chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Case No. 24-11553) on July 17, 2024, after restaurant-level margins declined across both brands. The case moved through a court-supervised sale process, a contested attempt at structured dismissal, and ultimately a liquidating plan confirmed in November 2025 — a sequence that included a credit-bid sale to a lender affiliate, a U.S. Trustee objection to a proposed structured dismissal, and a confirmed liquidating plan projecting 1% to 2% unsecured creditor recoveries.
The filing covered 11 affiliated debtors operating 39 restaurant locations in California and Arizona. Breakwater Management LP, the prepetition secured lender, controlled both the DIP financing and the stalking horse bid through its affiliate OTRB Corporate, LLC, and the lender's affiliate acquired the operating assets through a section 363(k) credit bid. The case now remains in post-confirmation administration, with monthly professional fee applications continuing into early 2026.
One Table Restaurant Brands, LLC (11 jointly administered entities, including Tender Greens and Tocaya operating entities)
Court
U.S. Bankruptcy Court, District of Delaware
Case Number
24-11553
Petition Date
July 17, 2024
Confirmation Date
November 6, 2025
Judge
Hon. Karen B. Owens
DIP Facility
Breakwater Management LP; roll-up of ~$28.8 million prepetition secured debt at SOFR + 9.6% margin plus 3% default premium
Claims Agent
Stretto, Inc.
Case Snapshot
Margin Erosion and the Path to Chapter 11
One Table Restaurant Brands was created in August 2021 as a 50/50 business combination of Tender Greens and Tocaya under a shared management platform designed to consolidate supply-chain and back-office operations. At the time of the merger, the two brands operated 45 locations across California and Arizona. Tender Greens came into the combination with a stronger balance sheet and back-office operations, while Tocaya held a Postmates agreement that initially appeared to provide a guaranteed income stream of approximately $12 million based on a sales volume guarantee. Investors in Tender Greens included Danny Meyer's Union Square Hospitality Group and Breakwater Management, which had separately made a $20.85 million equity investment in Tocaya's former parent, The Madera Group, in 2018. By the petition date, the combined enterprise had contracted to 39 locations, with third-party delivery representing roughly 30% to 40% of gross sales.
The delivery economics deteriorated after 2022 when Postmates, by then acquired by Uber, terminated the Tocaya agreement without explanation. One Table contested the termination and reached a settlement with Uber/Postmates, but the sales volume guarantee was reduced from $12 million to $5 million. Tocaya's third-party delivery sales fell roughly 30% after the renegotiation, and heavy discounting by Uber/Postmates made delivery orders cheaper than dine-in, which the company said damaged the brand's reputation.
Restaurant-level margins declined across both brands. Tender Greens margins fell from 16% to 9.4%, and Tocaya margins fell from 13.1% to 1.6%, according to the first day declaration filed by CEO Harald Herrmann. Average unit volumes reflected the divergence: Tender Greens AUV declined from $3.4 million in 2019 to $2.3 million in 2020 before recovering to $2.9 million in 2023, while Tocaya AUV fell from $3.4 million in 2019 to $2.3 million in 2020 and continued declining to $2.1 million in 2023 — roughly 41% below pre-pandemic levels. Management attributed the margin compression to reduced office-worker foot traffic that never fully recovered after the pandemic, the unfavorable delivery economics, inflation in food and consumable costs, higher California labor costs following passage of AB 1228, and rising debt-service costs as the variable-rate loan pricing moved from 11.6% to 15.9%. The declaration states that the debt load prevented a viable out-of-court restructuring.
One Table had been seeking a buyer since 2022. Court filings indicate that 22 potential buyers expressed interest, but none signed a deal. The consistent feedback was too much debt and an underperforming Tocaya brand.
Breakwater Term Loan and Prepetition Debt
The debtors entered chapter 11 carrying approximately $28.8 million of senior secured term-loan debt under the prepetition credit agreement with Breakwater Management and about $15.9 million of unsecured debt owed to roughly 215 trade and other creditors.
Breakwater served as both the prepetition lender and the DIP lender. The DIP motion proposed a structure that converted prepetition debt into DIP obligations through a 4:1 roll-up ratio. The court entered an interim DIP order on July 19, 2024, two days after the petition.
The final DIP order set pricing at the same rate as the prepetition facility — SOFR plus a 9.6% margin, which was then 15.9% — plus a 3.0% default-rate premium. The order also approved a 3% administrative fee on the DIP commitment. The scheduled maturity date was 120 days after the July 17, 2024 petition date.
The adequate-protection terms were negotiated among the debtors, the committee, the DIP lender, and other parties as part of what the final DIP papers described as a "global resolution" tying together the DIP, the stalking horse sale framework, and committee settlement funding. The final DIP order provided replacement liens and superpriority treatment for the prepetition lender, dedicated protections for the card processor including a $3,000 weekly reserve funding requirement up to $55,000, and a budgeted $68,000 reserve for objecting landlords' administrative claims. DIP liens were barred from attaching to the reserve account and card settlement amounts.
The carve-out structure allowed for statutory fees, up to $50,000 for a chapter 7 trustee, allowed professional fees through the carve-out notice, and a $50,000 post-notice cap.
Sale Process and Credit Bid
The debtors moved into a sale process aligned with the DIP milestones. The bidding procedures motion filed on August 9, 2024 proposed a stalking horse framework requiring any alternative bidder to exceed the stalking horse bid by at least the minimum overbid plus any stalking horse protection package. The court entered a bidding procedures order on August 22, 2024, with an auction scheduled for September 27.
On September 20, 2024, the court approved OTRB Corporate, LLC — a Breakwater affiliate — as the stalking horse bidder. The final stalking horse order replaced the originally proposed protection package with a fixed $250,000 expense reimbursement if OTRB Corporate was not the successful bidder and authorized the stalking horse to credit bid the full amount owed under the prepetition loan and DIP facility.
The stalking horse APA purchase price included several components beyond the credit bid: $500,000 cash for the committee settlement account, $375,000 for employee retention credit funds if not already collected, $6,000 for the Del Mar license, $119,000 in additional cash, $125,000 tied to a WeHo license if unsold by closing, negotiated postpetition rent true-ups for purchased locations, agreed wind-down costs, and a section 363(k) credit bid of all outstanding prepetition and postpetition loan obligations.
Landlord objections. Several landlords filed limited objections to the sale. Seligman Liberty Station objected to the assumption and assignment of its lease, and RAR2 Marina Marketplace, Street Retail, and The Macerich Company raised adequate assurance concerns regarding the proposed assignee. The debtors filed supplemental replies and revised the proposed sale order, and the court approved the sale order on October 9, 2024 free and clear of liens, claims, encumbrances, and interests, authorized assumption and assignment of designated contracts, and found the purchaser's credit bid valid under section 363(k). A supplemental sale order followed on October 24, 2024, and the debtors filed a notice of closing on October 31, 2024.
Post-Sale Proceedings and the U.S. Trustee Dispute
The global resolution framework that connected the DIP, the credit-bid sale, and the committee settlement account carried the case through closing but left the estates without a clear exit vehicle. After the sale closed, the debtors filed a structured dismissal motion in June 2025 seeking dismissal with procedures for final fee approvals and administrative wind-down. The U.S. Trustee objected, arguing the estates should proceed through a plan or conversion path rather than a structured dismissal.
The debtors withdrew the dismissal motion. In September 2025, they filed a combined plan motion, and the court authorized the combined procedure. The resulting amended plan and disclosure statement filed on September 10, 2025 framed the confirmed sale, committee settlement funding, and plan contributions from Breakwater and OTRB Corporate as components of the same negotiated resolution.
Liquidating Plan Terms and GUC Recovery
The confirmation order entered on November 6, 2025 approved the disclosure statement on a final basis and confirmed the amended combined chapter 11 plan of liquidation.
The plan established four classes. Classes 1 and 2 covered secured tax claims and were unimpaired. Class 3, general unsecured claims, was the only voting impaired class and accepted the plan. The plan projected a 1% to 2% recovery for allowed general unsecured claims and stated that those claims would receive no recovery in a hypothetical chapter 7 because the Breakwater/OTRB-backstopped payments would not be available outside the plan framework. Class 4 covered equity interests, which are cancelled on the effective date. The debtors do not receive a discharge because the plan is a liquidating plan.
Releases and exculpation. The plan includes debtor releases in favor of released parties for claims existing as of the effective date, subject to carve-outs for plan obligations, sale-order and APA obligations, and liabilities arising from gross negligence, bad faith, or willful misconduct. Exculpation covers acts or omissions between the petition date and the effective date in connection with the chapter 11 cases, the liquidation, and plan implementation, subject to the same gross-negligence and willful-misconduct exceptions. A post-effective-date injunction bars actions inconsistent with the plan.
Post-effective governance shifted to a plan administrator, and the official committee of unsecured creditors dissolved on the effective date.
Claims Administration and Bar Dates
The debtors filed a notice of bar date on October 2, 2024 setting deadlines for filing proofs of claim. In December 2024, the court entered an order establishing an administrative claims bar date and approving the form and notice of that deadline, which governed the wind-down administrative claim process leading into the plan.
Professional Retentions and Post-Confirmation Administration
The debtors retained Shulman Bastian Friedman Bui & O'Dea LLP as lead bankruptcy counsel and Raines Feldman Littrell LLP as additional counsel. CR3 Partners, LLC served as financial advisor to the debtors, and Hilco Corporate Finance, LLC served as investment banker. The official committee of unsecured creditors retained Lowenstein Sandler LLP as lead counsel, Morris James LLP as Delaware co-counsel, and Dundon Advisers LLC as financial advisor.
One Table Restaurant Brands, the parent company operating both Tender Greens and Tocaya, filed chapter 11 in July 2024. The operating assets were sold through a court-supervised sale process to OTRB Corporate, LLC, an affiliate of prepetition lender Breakwater Management, via a credit bid approved in October 2024. A liquidating plan was confirmed in November 2025.
Who is the claims agent for One Table Restaurant Brands?
Stretto, Inc. serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.
What recovery will unsecured creditors receive?
The confirmed liquidating plan projects a 1% to 2% recovery for allowed general unsecured claims. The plan disclosure states that unsecured creditors would receive no recovery in a hypothetical chapter 7 liquidation because the Breakwater/OTRB plan contributions would not be available outside the plan framework.
$20.85 million equity investment https://restaurantbusinessonline.com/financing/breakwater-management-may-acquire-tender-greens-tocaya
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.