And Go Concepts - Chapter 11 Case Summary

Business Description

And Go Concepts, LLC ("Salad and Go" or the "Company"), the principal asset-holding and administrative entity among the debtors and debtors in possession (collectively, the "Debtors"), operated as a quick-service, drive-through restaurant chain. The Debtors' service address for purposes of these Chapter 11 Cases is 909 E. Broadway Road, Tempe, AZ 85282.

• Founded in Gilbert, AZ, in 2013, the Company was conceived as a healthier alternative to traditional fast food, with the goal of pricing menu items at or below the cost of a typical fast-food meal while using high-quality ingredients without preservatives.
• The Company's mission has been to make fresh, delicious, and nutritious food accessible and affordable to communities across the United States.

Operating Model and Menu

• The Company operated small-footprint, drive-through-only locations that required minimal square footage, lower build-out costs, and reduced labor relative to traditional quick-service restaurants, a model designed to deliver its products at an accessible price point while maintaining food quality.
• Salad and Go's menu featured hand-crafted salads, wraps, soups, breakfast burritos and bowls, lemonades, teas, and other beverages. The menu was developed under the direction of an executive chef and emphasized whole ingredients and nutritionally balanced meals at a price point competitive with traditional fast-food offerings.

At its peak, the Company operated 146 total locations across Arizona, Nevada, Texas, and Oklahoma. The Company's peak valuation was approximately $1.1 billion in 2022.

Workforce

• As of the Petition Date, the Debtors employ a workforce of approximately 1,300 current employees, of whom approximately 521 are full-time and approximately 779 are part-time.
• Approximately 1,163 of these employees are hourly wage earners and approximately 137 are salaried personnel.
• In the twelve months prior to the Petition Date, the Debtors paid, on average, approximately $1,492,291.60 per pay period on account of gross wage obligations to employees.

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Corporate History

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor's federal tax identification number, are And Go Concepts, LLC (4415); SAG Corporate Services LLC (0810); AGC-Arizona Facilities, LLC (7507); AGC-North Texas Facilities, LLC (7091); and Garland New Market LLC (6838). The Chapter 11 Cases are captioned Case No. 26-90753 (ARP), joint administration has been requested, and Kroll Restructuring Administration is the Debtors' proposed claims and noticing agent.

Debtor Entities

• And Go Concepts, LLC ("AGC OpCo"): An Arizona limited liability company formed on July 11, 2011, AGC OpCo historically served as the primary operating entity that employs most employees and holds most vendor contracts, real property leases, bank accounts, and intellectual property.
• AGC-Arizona Facilities, LLC ("AGC Arizona"): A wholly owned subsidiary of AGC OpCo that holds employees, agreements, and other assets or obligations associated with the Company's Phoenix-area Central Kitchen.
• AGC-North Texas Facilities, LLC ("AGC Texas"): A wholly owned subsidiary of AGC OpCo that historically served as the Company's supply chain entity for Texas and Oklahoma (the "Central Region") in connection with the central production facility in Garland, TX (the "Garland Facility").
  • AGC Texas has been inactive since the Garland Facility ceased operations.
• Garland New Market LLC: The special-purpose entity associated with the financing of the Garland Facility.
• SAG Corporate Services LLC: A Texas limited liability company and wholly owned subsidiary of AGC OpCo. The Debtors seek authority to receive funds from the Topco Account either directly into their operating account or into an account maintained by or for the benefit of SAG Corporate Services LLC, with subsequent transfers to the Debtors' operating account made in the ordinary course.

Non-Debtor Affiliates

Certain other entities within the Company's corporate structure are affiliates of the Debtors but are not themselves debtors in these Chapter 11 Cases (collectively, the "Non-Debtor Affiliates"):

• AGC Topco, LLC: A Delaware limited liability company formed on December 5, 2025 in connection with the prepetition recapitalization transaction, which sits at the top of the corporate structure. According to the Debtors, AGC Topco, LLC may or may not become a debtor in these Chapter 11 Cases.
• AGC Holdco, LLC: A Delaware limited liability company positioned below AGC Topco, LLC and above AGC OpCo.
• And Go Concepts Equity Holdco, LLC: Wholly owned by AGC Topco, LLC and an aggregation vehicle for certain current and former Salad and Go management.
• And Go Concepts Team Member Holdco, LLC: Formed as an employee equity aggregation vehicle to hold certain team member profits interests.
• AGC-CA Stores, LLC: A wholly owned subsidiary of AGC OpCo formed for potential future California store locations; the entity holds no restaurant assets or operations.
• Salad and Go Charities: An entity shown within the Company's corporate structure on the organizational chart attached to the Declaration as Exhibit A, but not identified among the Non-Debtor Affiliates listed in the body of the Declaration.

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Management

The Declaration in support of the Chapter 11 petitions and First Day Motions was submitted by Francis P. Gallagher, Chief Financial Officer of Salad and Go.

• Gallagher has served as CFO since June 2025 and previously served as the Company's Senior Director of Financial Planning, Analysis, and Budgeting from September 2023 to June 2025, with responsibility for the Company's financial modeling, budgeting, and forecasting.
• Before joining Salad and Go, Gallagher held investment and advisory roles at Brookfield Asset Management, Man Group, and Prentice Capital, focused on fundamental equity research and investment analysis in the consumer and restaurant sectors, and previously covered the restaurant industry as an equity research analyst at The Buckingham Research Group. Earlier roles include positions at Lazard and Fitch Ratings. Gallagher holds a Bachelor of Arts and a Master of Finance from Tulane University.
• Michael Tattersfield, the former CEO of Caribou Coffee, Krispy Kreme, and Einstein Bros Bagels, was hired as Chief Executive Officer approximately one year before the Petition Date, and Douglas Brickley of Stout Risius Ross, LLC serves as Chief Restructuring Officer.

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Operations Overview

A core element of the Company's strategy was its vertically integrated supply chain. The Company operated central kitchen and food-production facilities (the "Central Kitchens") where ingredients were prepared, portioned, and distributed to individual restaurant locations.

• This vertical integration eliminated intermediary costs, ensured consistency, and enabled the Company to offer its products at accessible price points.
• The Central Kitchens are being maintained as necessary to secure and preserve the facility, equipment, intellectual property, records, and other assets for the orderly wind-down of the Debtors' estates.

Cash Management

• The Debtors utilize an integrated cash management system (the "Cash Management System") to collect and reconcile cash, receivables, refunds, rebates, deposits, insurance or tax recoveries, and other estate receipts, and to transfer and disburse funds for payroll, taxes, rent, utilities, security, asset preservation, professional fees, and wind-down expenses.
  • The system enables cash monitoring, forecasting, and reporting, and allows the Debtors to maintain centralized control over the administration of nineteen bank accounts (the "Bank Accounts") maintained with Bank of America, N.A. and Regions Bank.
  • In the ordinary course of business, the Cash Management System collected restaurant revenue through point-of-sale systems and card-processing channels.
• Post-petition, the Debtors need the existing Bank Accounts and related systems to reconcile prepetition sales and settlement activity, process residual refunds and chargebacks, collect receivables and other estate recoveries, and make authorized payments for asset preservation, case administration, and the wind-down process.
• The Debtors also seek authority to continue using their existing business forms, to honor and pay all prepetition and post-petition bank fees, and to obtain an extension of time to comply with section 345(b) of the Bankruptcy Code.
• The Debtors seek to maintain their credit card processing arrangements as necessary to complete settlement of prepetition transactions and to pay or permit netting of merchant fees, refunds, and chargebacks, whether arising pre- or post-petition. The Debtors do not seek authority to process new restaurant sales or continue customer programs through those arrangements.
• The Debtors further seek authority to receive funds from the Topco Account (an account maintained by AGC Topco, LLC) either directly into their operating account or into an account maintained by or for the benefit of SAG Corporate Services LLC, and to make subsequent transfers to their operating account in the ordinary course, at the direction of the CFO or the Chief Restructuring Officer, as needed to fund operations and without further Court order.
• The Debtors' personnel are familiar with the Cash Management System, which supports the controlled collection, safeguarding, transfer, and disbursement of estate funds.

Insurance and Utilities

• In the ordinary course of business, the Debtors maintain insurance policies (the "Insurance Policies") with third-party insurance carriers (the "Insurance Carriers"), providing coverage for, among other things, property, auto liability, commercial umbrella liability, restaurant recovery, workers' compensation, cyber liability, general liability, directors' and officers' ("D&O") and other management liability, fiduciary liability, and multiple layers of excess liability coverage.
  • The Debtors seek authority to continue, maintain, renew, and supplement their insurance programs and to pay prepetition obligations related thereto, including insurance premiums, premium-financing obligations, workers' compensation obligations, and brokerage fees. According to the Debtors, maintaining the Insurance Policies without interruption is required by applicable law, contractual obligations, the U.S. Trustee's Operating Guidelines, and sound business practice.
• The Debtors receive utility services (the "Utility Services") from various providers (the "Utility Providers"), including electricity, natural gas, water, telephone and telecommunications services, waste disposal, and related services. In certain locations, utility costs are included in or paid through the Debtors' lease obligations to landlords.
  • Continued Utility Services at selected locations, the Central Kitchens, and administrative facilities are essential for security systems, lighting, climate control, fire and life-safety systems, sanitation, telecommunications, records and data access, lease compliance, asset inspections, and the preservation and marketing of equipment and other assets.
  • The Debtors seek entry of an order prohibiting Utility Providers from altering, refusing, or discontinuing Utility Services, approving the Debtors' proposed form of adequate assurance of payment, and establishing procedures for resolving disputes regarding adequate assurance.

Vendors, Taxes, and Retained Workforce

• In the ordinary course of business, the Debtors purchased produce, proteins, dairy, packaging materials, and other goods, and certain resulting claims may be protected by PACA or PASA statutory trust provisions.
• The Debtors incurred and remitted various taxes and fees, operated in multiple states and local jurisdictions, and remain subject to applicable tax and regulatory requirements in connection with their retained workforce, owned and leased property, asset dispositions, case administration, and wind-down efforts.
• The Debtors' retained employees are essential to securing and preserving the Debtors' assets, maintaining necessary systems and records, administering these Chapter 11 Cases, supporting buyer diligence and asset transfers, and completing the orderly wind-down of the Debtors' estates.

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Prepetition Obligations

As of the Petition Date, AGC OpCo, the Debtors' main operating entity, has no secured indebtedness. The Debtors' material funded debt obligations are isolated to specific special-purpose entities formed in connection with the Garland Facility financing.

NMTC QLICI Loans

• AGC Texas is the borrower under New Markets Tax Credit ("NMTC") QLICI loans in the aggregate original principal amount of $25,380,000 from TMF Sub-CDE 57, LLC, Empowerment Reinvestment Fund LIII, LLC, and CCG Sub-CDE 74, LLC, all of which are affiliates of Regions Bank.
  • The NMTC QLICI loans are secured by certain account pledge and control agreements, a negative pledge agreement executed by AGC Texas, and a guaranty of completion and payment executed by AGC OpCo and AGC Holdco, LLC.

Topco Recapitalization

• Between December 2025 and January 2026, existing equity holders provided approximately $27 million in new-money capital to the Company in connection with the AGC Topco, LLC recapitalization (the "Topco Recapitalization"). This capital contribution is not secured indebtedness.

Taxes, Trade, and Employee Obligations

• The Debtors seek authority to pay certain prepetition taxes and fees (collectively, the "Taxes and Fees") owed to various federal, state, and local taxing and regulatory authorities (collectively, the "Taxing and Regulatory Authorities"), as well as authority to pay any post-petition Taxes and Fees that become due and owing in the ordinary course.
  • According to the Debtors, many of the Taxes and Fees would be entitled to priority status under section 507(a)(8) of the Bankruptcy Code and would need to be paid in full in any plan of reorganization or liquidation. The Debtors state that failure to remit the Taxes and Fees may expose the Debtors and their officers and directors to personal liability and result in penalties and interest constituting additional administrative expense claims, and that nonpayment could result in audits, liens on estate property, enforcement actions, and suspension or revocation of permits or licenses necessary for asset preservation and wind-down activities.
• The Debtors seek authority, in their discretion, to pay certain prepetition claims held by vendors with claims arising under the Perishable Agricultural Commodities Act ("PACA") or the Packers and Stockyards Act ("PASA") (collectively, the "PACA/PASA Claimants").
  • Payment of valid PACA/PASA claims may be necessary because applicable trust assets may not be property of the estates, and addressing these claims in a controlled manner will protect estate value and facilitate the orderly administration of the Debtors' estates.
  • According to the Debtors, payment of qualifying PACA/PASA claims is necessary to maintain the Debtors' supply chain for their remaining restaurant operations, prevent disruption to the Debtors' business, and preserve value for the Debtors' estates.
• The Debtors seek authority to pay prepetition wages, salaries, and other compensation and to continue employee benefits programs for the limited personnel retained to perform security, preservation, administration, and wind-down functions.

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Events Leading to Bankruptcy

Rapid Expansion and Operational Challenges

Beginning in 2021, under prior executive leadership, the Company embarked on an aggressive expansion strategy, entering the Texas and Oklahoma markets. The Company invested heavily in building out the Garland Facility, ultimately spending more than $47.1 million on the build-out in connection with an investment of approximately $25.4 million from new market tax credit lenders, resulting in a total investment of approximately $72.5 million in the facility.

• The Texas and Oklahoma expansion was hampered by a combination of factors, including: (a) sites that were not as accessible to automotive traffic and visible to customers as the Arizona locations; (b) building large numbers of units ahead of consumer awareness; (c) high fixed overhead costs from the Central Kitchen-commissary model at the Garland Facility, resulting in $15-20 million per year in overhead costs; and (d) price increases and food-safety events in the salad industry that impaired customer traffic in addition to company-specific challenges.
• The Central Region market was significantly cash-flow negative even prior to allocating corporate overhead.

Downsizing Efforts

• In September 2025, the Company closed approximately 41 underperforming locations in the Central Region.
• In January 2026, the Company announced the closure of all remaining Texas and Oklahoma stores, and the Garland Facility ceased operations on or about January 11, 2026.
• In total, the Company closed more than 70 Central Region locations and significantly reduced its corporate headcount. These measures proved insufficient to address the Company's liquidity constraints, among other reasons.

Continuing Liquidity Constraints

Despite the downsizing and cost-reduction initiatives, the Company continued to face significant liquidity challenges. The remaining Arizona and Nevada restaurants achieved approximately break-even performance at the store level after the full allocation of Central Kitchen costs; however, the Company's remaining corporate overhead, combined with obligations under closed-store leases ("dead rent") and administrative costs, rendered the business in a position of unsustainable cash burn at its reduced scale.

• The Topco Recapitalization has been substantially consumed by prepetition operating losses, dead rent, and wind-down costs.
• Rising gas prices, reduced consumer spending, and the cyclospora outbreak significantly accelerated cash losses over the 90 days immediately preceding the Petition Date.
  • According to the Debtors, the Company is not alone in the financial struggles caused by the cyclospora outbreak; one news source reported that on July 11, 2026, average foot traffic at some of the Company's most significant competitors was reduced between 3.1% and 11.5%. In the fast-casual dining industry, which operates on very tight margins, a drop in sales by that percentage is devastating.

Prepetition Restructuring Efforts and Strategic Alternatives

Prior to the Petition Date, the Debtors' management team and advisors undertook extensive efforts to address the Company's financial distress, including:

• Hiring a new Chief Executive Officer, Michael Tattersfield, the former CEO of Caribou Coffee, Krispy Kreme, and Einstein Bros Bagels, with proven turnaround experience, approximately one year before the Petition Date;
• Engaging Douglas Brickley of Stout Risius Ross, LLC as Chief Restructuring Officer to advise on liquidity management, creditor negotiations, and restructuring alternatives;
• Closing more than 70 underperforming stores, reducing corporate headcount, renegotiating vendor contracts, and closing the Garland Facility;
• Exploring sale transactions for all or substantially all of the Company's assets; and
• Retaining only the personnel and services needed for security, asset preservation, estate administration, and the wind-down of the Debtors' estates.

The Company explored several potential transaction structures, including the Topco Recapitalization and, more recently, a sale of the Company's assets.

• Beginning in February 2026, the Company engaged in discussions with a potential purchaser regarding a non-bankruptcy acquisition of certain restaurant locations in the Phoenix, Tucson, and Las Vegas markets, the Phoenix-area Central Kitchen, and related infrastructure. The parties negotiated a non-binding term sheet contemplating an outside date of September 15, 2026, to close such a transaction, but were ultimately unable to reach a definitive agreement, and no asset purchase agreement was executed.
• More recently, the Debtors have engaged in discussions with numerous parties regarding a sale of the Debtors' assets and have entered into an agreement for the sale of certain assets, including a number of unexpired leases. The Debtors are filing a motion to approve the sale of those assets and intend to seek Court approval of that sale.

Chapter 11 Filing and Go-Forward Strategy

On August 4, 2026 (the "Petition Date"), the Debtors commenced the Chapter 11 Cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division. The Debtors commenced the cases because:

• The Company's liquidity is insufficient to fund security, asset preservation, estate administration, and the orderly wind-down outside of a court-supervised process;
• Chapter 11 provides the breathing room necessary to secure and preserve those assets, maintain only essential personnel and services, and administer and monetize the estates during the Chapter 11 Cases;
• The automatic stay will halt creditor collection actions and permit the orderly administration of claims and disposition of assets; and
• The debtor-in-possession financing facility will provide the liquidity necessary to fund asset preservation, case administration, and the wind-down of the Debtors' estates through closing and thereafter as necessary.

The Debtors intend to remain in possession of their properties and manage their estates pursuant to sections 1107(a) and 1108 of the Bankruptcy Code to secure and preserve assets, administer these Chapter 11 Cases, monetize the Debtors' assets, including through the sale of unexpired leases and other property, and complete an orderly transition and wind-down of their operations.

• In connection with the wind-down, the Debtors expect it will be necessary to reject certain executory contracts and/or unexpired leases to which they are parties, and have sought entry of an order establishing procedures by which such rejections may be effected during the Chapter 11 Cases.
  • According to the Debtors, continuation of these contracts and leases would impose ongoing administrative expense burdens on the estates without providing corresponding benefit, thereby diminishing the value available for distribution to creditors.
  • The Debtors request approval of the rejection procedures on an emergency basis, citing the exigent circumstances of the Chapter 11 Cases and the need to minimize unnecessary administrative expenses during the wind-down, while preserving creditors' opportunity to object to the rejection of their contracts and leases.