Ittella International / Tattooed Chef: Multi-Buyer 363 Sale and Liquidating Plan

Ittella International LLC and seven affiliates, including the publicly traded parent Tattooed Chef, Inc. (NASDAQ: TTCF), filed voluntary chapter 11 petitions in the U.S. Bankruptcy Court for the Central District of California on July 2, 2023, with Ittella International LLC designated as the lead debtor under case number 2:23-bk-14154 before Judge Sandra R. Klein. The plant-based frozen-food platform entered chapter 11 on a sale track, having announced two days earlier its intent to pursue a Section 363 sale and to wind down its California and New Mexico facilities. The First Day Declaration of Chief Restructuring Officer Edward Bidanset attributed the filing to a six-quarter accounting restatement disclosed in October 2022, an active SEC investigation tied to those restatements, deteriorating capital markets that closed off refinancing of a UMB Bank, N.A. revolving credit facility with $18.18 million outstanding at petition, and the operating-cost burden of public-company reporting after a 2020 SPAC listing.

The case proceeded as a freefall liquidation. UMB Bank backstopped both prepetition and post-petition financing through a combined $6 million DIP facility split between $3 million in new money and a $3 million roll-up of prepetition principal. The court approved bid procedures within 45 days of filing, an auction was held September 19, 2023, and a multi-buyer Sale Order generating approximately $13.8 million in aggregate cash consideration was entered October 4, 2023. Judge Klein confirmed a joint chapter 11 liquidating plan on May 9, 2024, the plan went effective May 24, 2024, and Peter Hurwitz was installed as Liquidating Trustee. The Trust continues to pursue adversary recoveries, including a July 1, 2025 D&O complaint against former CEO Salvatore Galletti and 13 other defendants tied to the conduct underlying the restatements and bankruptcy.

Debtor(s)	Ittella International LLC (8 jointly administered entities, including Tattooed Chef, Inc.)
Court	U.S. Bankruptcy Court, Central District of California (Los Angeles Division)
Case Number	2:23-bk-14154
Petition Date	July 2, 2023
Judge	Hon. Sandra R. Klein
DIP Facility	$6 million from UMB Bank, N.A. ($3M new money revolver + $3M roll-up of prepetition principal)
Confirmation Date	May 9, 2024
Plan Effective Date	May 24, 2024

From SPAC Listing to Restatement and SEC Investigation

Tattooed Chef became a NASDAQ-listed company in October 2020 through a business combination with Forum Merger II Corporation, in which Ittella's parent (Myjojo, Inc.) became a wholly owned subsidiary of the SPAC under an agreement and plan of merger dated June 11, 2020. The combined company sold plant-based frozen products under the Tattooed Chef brand and through private label arrangements, and as of December 31, 2022 distributed across approximately 21,000 U.S. retail outlets with roughly 800 U.S. employees and 140 employees in Italy. In 2021 the company expanded its manufacturing footprint by acquiring New Mexico Food Distributors, Inc. and Karsten Tortilla Factory, LLC, both later debtor entities.

The First Day Declaration attributes the bankruptcy to a sequence of compounding shocks rather than a single liquidity trigger. In October 2022, the company's auditors required adjustments and restatements to financial statements covering the preceding six quarters, which Bidanset described as a significant operational and reputational disruption. The 2022 annual report carried going-concern language citing recurring losses and an accumulated deficit. The restatement coincided with an SEC investigation that the debtors later disclosed in connection with the retention of Gibson, Dunn & Crutcher LLP as special securities and SEC investigation counsel, and Rutan & Tucker LLP as special corporate and SEC counsel.

Public-company reporting costs and a stock-price decline through the first quarter of 2023 closed off equity financing. The CRO declaration also identifies general capital-markets deterioration in the plant-based food segment as foreclosing additional debt or refinancing of the UMB facility, and identifies suppliers tightening credit terms as the proximate liquidity break. Tattooed Chef, Inc. appointed Edward J. Bidanset of Cutsheet Express, LLC as Chief Restructuring Officer in connection with the filing, with the court entering the CRO retention order on July 7, 2023.

The Liquidating Trustee subsequently translated this fact pattern into a 14-defendant D&O complaint (Hurwitz v. Galletti et al., Adv. No. 2:25-ap-01306) filed July 1, 2025, asserting breach of fiduciary duty, aiding and abetting, waste of corporate assets, and unjust enrichment against former CEO Salvatore Galletti and 13 other former officers and directors based on conduct underlying the restatements and bankruptcy.

UMB Bank Capital Structure and Roll-Up DIP

The Debtors' funded debt at petition consisted of a single secured facility with UMB Bank, N.A. The prepetition revolving credit facility carried a $25 million limit. According to the First Day Declaration, the principal outstanding at petition was $18,180,313.49, with $44,284.50 of accrued interest, $558,120 in contingent letter-of-credit reimbursement obligations, and approximately $50,000 in estimated attorneys' fees. UMB held a perfected first-priority lien on substantially all of the Debtors' assets, including accounts, inventory, equipment, intellectual property, and cash.

UMB also provided post-petition financing on a defensive, prepetition-lender basis. The DIP financing motion sought combined approval of new money revolver loans and a roll-up structure, with Ittella, Ittella's Chef LLC, NMFD, Karsten, BCI, and TTCF designated as borrowers. The court entered an interim cash collateral and DIP order on July 7, 2023, authorizing initial draws and use of cash collateral. After the U.S. Trustee filed objections to the DIP and other first-day relief and the court entered an order requiring an amended initial DIP budget, the Debtors filed replies and submitted a revised budget, and the court entered the Final DIP and Cash Collateral Order on August 16, 2023.

The final DIP terms authorize up to $3 million of new money revolving loans and roll up $3 million of prepetition UMB principal, for a total commitment of $6 million. UMB received first-priority priming liens on substantially all DIP Loan Party assets subject to the Carve-Out and Permitted Prior Liens, superpriority administrative expense claims subordinate only to the Carve-Out, and adequate protection for any diminution in value of its prepetition collateral. Use of proceeds is restricted to the Approved DIP Budget for working capital, general corporate purposes, adequate protection payments, and transaction costs. Upon entry of the Final Order, the Debtors waived the right to surcharge under Bankruptcy Code section 506(c).

Multi-Buyer Auction and ~$13.8M Sale

The Debtors filed a bid procedures motion on August 1, 2023, seeking authority to auction substantially all of their assets, including TCI's equity interests in subsidiaries and direct asset sales. No stalking-horse bidder was identified at filing. The court entered the Bid Procedures Order on August 16, 2023, setting a stalking-horse bid deadline of August 25, 2023 and a final bid deadline of September 15, 2023. SC&H Group, Inc. served as the Debtors' exclusive investment banker for the marketing and auction process.

The auction was held on September 19, 2023. Multiple buyers won different asset groups rather than a single going-concern bidder. The court entered a TCI asset sale order on September 7, 2023 covering Tattooed Chef parent assets, and on October 4, 2023 entered the principal multi-buyer Sale Order approving the auction results free and clear of liens, claims, and encumbrances under section 363(f). The aggregate cash consideration from the primary auction was approximately $13,811,033.89, exclusive of accounts-receivable collections above $500,000 allocated 80% to BCI Acquisition. The auction allocations were as follows:

Asset purchase agreements with Reiser and Planted Ventures were disclosed in an April 25, 2024 8-K filing, and the Debtors confirmed the court-approved sale of substantially all assets had closed and that all operations had ceased with no expected recovery for equity holders. Additional post-auction dispositions in November 2023 included real property at 2810 Karsten Court SE, Albuquerque, NM and a $4.58 million Hilco Real Estate sale in which Planted Ventures served as the back-up bidder. A Lineage Logistics stipulation entered December 5, 2023 resolved a conditional opposition to the sale.

The Ittella Committee filed a limited objection to a stipulation seeking approval of allocations of sale proceeds, arguing that appropriate notice and objection procedures were not afforded; the Committee reserved its rights pending further hearing.

Liquidating Plan and Class-by-Class Recovery Caps

The Debtors filed an initial joint chapter 11 liquidating plan on January 29, 2024 and a First Amended Plan (As Modified) and Amended Disclosure Statement on March 21, 2024 after the court approved a combined disclosure statement and solicitation order on March 22, 2024. A modified version was confirmed by order entered May 9, 2024 following a confirmation hearing on May 8–9, 2024.

The plan creates a single liquidating-trust waterfall but assigns separate general unsecured classes to each debtor entity, producing capped recoveries per class rather than a single estate-wide GUC pool. Class treatment is as follows:

Administrative expense and priority tax claims are paid in full as soon as practicable after the later of the Effective Date or allowance. The plan exculpates the CRO (Edward Bidanset / Cutsheet Express, LLC), debtor's counsel Levene, Neale, Bender, Yoo & Golubchik LLP, Rutan & Tucker LLP, Grant Thornton LLP, Gibson, Dunn & Crutcher LLP, Fisher & Phillips LLP, Loeb & Loeb LLP, Brinkman Law Group, PC, and Dundon Advisers LLC.

On the May 24, 2024 Effective Date specified in the Confirmation Order, all assets of the Debtors were transferred to the Ittella Liquidating Trust and Peter Hurwitz was installed as Liquidating Trustee. The trust is responsible for concluding asset liquidation, prosecuting Estate Causes of Action, reconciling claims, and making distributions.

Three confirmation objections were filed. MPAC Langen, Inc.'s objection and Green Chile Foods' limited opposition were resolved by stipulation prior to the confirmation hearing. Dot Foods, Inc. filed a separate confirmation objection on April 17, 2024, which appears to have been resolved through modifications recited in the confirmation order. The court approved the modified first amended disclosure statement on March 22, 2024 and scheduled the confirmation hearing for May 8, 2024. The Debtors had previously obtained a 60-day exclusivity extension moving plan-filing deadlines to January 29, 2024 and solicitation deadlines to April 1, 2024.

Hurwitz v. Galletti and Post-Confirmation Adversary Proceedings

Post-confirmation activity continues through 2026. The Liquidating Trust is pursuing multiple adversary proceedings, with the D&O complaint as the most consequential.

D&O complaint against former management. The Hurwitz v. Galletti complaint (Adv. No. 2:25-ap-01306) was filed July 1, 2025 against 14 former officers, directors, and managers of the Debtors, including former CEO Salvatore Galletti. The complaint asserts breach of fiduciary duty, aiding and abetting breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on conduct underlying the financial restatements and bankruptcy.

D&O insurance coverage dispute. The Debtors' D&O insurance carriers agreed to cover fees related to securities-litigation defense but denied coverage for fees related to the SEC investigation defense. As reflected in the Gibson Dunn final fee application, the firm disputed that allocation, and the matter remained unresolved at confirmation.

Avoidance and collection actions. Hurwitz v. Winco Foods, LLC (Adv. No. 2:23-ap-01473) is an accounts-receivable collection action filed November 17, 2023 that remains active in 2026. Hurwitz v. Interglobo USA Inc. (Adv. No. 2:25-ap-01232) was filed in 2025 and is also pending.

Ninth Circuit BAP affirmance. The Ninth Circuit Bankruptcy Appellate Panel affirmed the bankruptcy court's denial of a Liquidating Trustee motion to reconsider an administrative-expense claim payment, finding the trustee had sufficient notice and failed to timely object under the established administrative bar-date procedures.

The bankruptcy court calendar continues to schedule status conferences and motion hearings in the case, with the next post-confirmation status conference scheduled for April 2, 2026.

Professional Retentions and Fee Awards

The Debtors retained Levene, Neale, Bender, Yoo & Golubchik LLP as general bankruptcy counsel; Cutsheet Express, LLC and Edward Bidanset as CRO at $300/hour plus expenses; SC&H Group, Inc. as investment banker; Gibson, Dunn & Crutcher LLP as special securities and SEC investigation counsel; Rutan & Tucker LLP as special corporate and SEC counsel; and Grant Thornton LLP as accounting advisor.

Levene, Neale's final fee application requested $678,874.50 for the period 11/1/2023 through 5/21/2024. Gibson Dunn's final fee application requested $680,521.50 for the period 7/3/2023 through 4/17/2024.

Two creditors' committees were appointed. The Ittella Committee retained Loeb & Loeb LLP as counsel and Dundon Advisers LLC as financial advisor. Loeb & Loeb's second interim and final fee application sought a total of $645,567.59 for the period 8/10/2023 through 5/9/2024, and Loeb & Loeb later filed a post-confirmation fee application in October 2025 seeking payment of post-confirmation professional fees from the Liquidating Trustee. Dundon Advisers' final application requested $298,004.39. The NMFD Committee retained Brinkman Law Group, PC as separate counsel. Stretto, Inc. was retained as the claims, noticing, and solicitation agent.

Key Timeline

Frequently Asked Questions

Who is the claims agent for Ittella International / Tattooed Chef?

Stretto, Inc. serves as the claims, noticing, and solicitation agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

What was the general claims bar date?

The general claims bar date was October 3, 2023, set in the bar-date order entered following the August 3, 2023 bar-date motion.

What recovery did unsecured creditors receive?

The confirmed plan caps general unsecured recoveries at up to 5% of allowed claims for most debtor entities, with NMFD general unsecured claims capped at up to 1% plus a pro rata share of remaining cash subject to the NMFD Split. Equity interests received no distribution.

Who are the buyers of Tattooed Chef's assets?

The October 4, 2023 Sale Order approved sales to LKV, LLC; SACMI USA, Ltd.; Stiebs, LLC / Wawona Frozen Foods; Rocket; Aliya's Foods Limited; Robert Reiser & Co., Inc.; Cardenas Three, LLC; and Planted Ventures, LLC, with Planted Ventures acquiring the trademarks, related IP, and the Italian equity interests in Ittella Italy SRL.

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