7. As of the date hereof, the Debtors operate restaurants at approximately 44 company-owned locations in multiple states, including Massachusetts, Connecticut, New Jersey, New York, Maryland, Virginia, Pennsylvania, Illinois, and Wisconsin. The Debtors currently employ more than 1,000 employees.
8. Earlier in the cases, the Debtors initially proposed to sell all of the Debtors’ assets to the Debtors’ debtor-in-possession lenders as the stalking horse bidder, or another bidder to be determined after an auction. On October 18, 2016, the Debtors entered into an Asset Purchase Agreement (collectively with the amendments thereto, the “APA”) with LIMAB, LLC (“LIMAB”), as stalking horse bidder, dated October 18, 2016. LIMAB, as stalking horse bidder, submitted the only bid for the Debtors’ assets prior to the November 28, 2016 bid deadline, and, as a result, the Debtors subsequently cancelled the auction and named LIMAB the winning bidder. LIMAB then exercised its rights under the APA to have the Debtors proceed pursuant to a plan of reorganization instead of by a purchase of assets (the “Plan Option”).
9. As of the date hereof, LIMAB is operating the Debtors’ business pursuant to the Court-approved Interim Operating Agreement effective December 21, 2016 (the “Operating Agreement”).
C. Background Related to Cosi’s Relationship with the Franchisee Parties.
10. Prior to the Petition Date, effective as of March 29, 2012, Cosi and Fast Casual entered into a Master Development and Franchise Agreement, as amended by Letter Agreement dated March 28, 2012 and by First Amendment to Master Development and Franchise Agreement dated February 15, 2016 (collectively, the “FC MFA”).