Cosi, Inc. (OTCMKTS:COSIQ) Files An 8-K Bankruptcy or Receivership

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Cosi, Inc. (OTCMKTS:COSIQ) Files An 8-K Bankruptcy or Receivership

ITEM 1.03

Bankruptcy or Receivership
Fast Casual Motion
Cosi, Inc., the fast-casual restaurant company (the Company),
today announced that, on February 7, 2017, the Company and its
affiliated debtors (together with the Company, Debtors) filed, in
the United States Bankruptcy Court for the District of
Massachusetts (Eastern Division) (the Court), Debtors Motion to
Approve Settlement Agreement and Second Amendment to Master
Franchise Agreement Among Cosi, Inc., Fast Casual LTDA f/k/a Fast
Casual S.A. and Fast Casual Panama S. de RL [Docket No. 660] (FCA
Motion). By this FCA Motion, the Company is requesting the Court
to issue an order approving the Settlement Agreement and Second
Amendment to Master Franchise Agreement, dated as of February 4,
2017 (the Settlement Agreement). As set forth in more detail in
the FCA Motion, the approval of the Settlement Agreement is in
the best interests of and will result in significant benefits to
the Debtors estates. First, the Settlement Agreement resolves the
cure claim (the FC Cure Claim) filed by Fast Casual LTDA (f/k/a
Fast Casual S.A.) (Fast Casual) and Fast Casual Panama S. de RL
(together with Fast Casual, the Franchisee Parties) and related
disputes regarding the Debtors proposed assumption of the Fast
Casual Master Franchise Agreement, as amended (the FC MFA).
Resolution of the FC Cure Claim also affords the estates
significant savings in legal fees and expenses which the Debtors
would have otherwise incurred in litigating the Cure Claim and
related disputes with the Franchisee Parties. The Settlement
Agreement also prevents delays and uncertainty regarding the
probability of success in litigation. In addition, the Settlement
Agreement maintains the pre-bankruptcy franchise relationship
between the Company and Fast Casual which, among other benefits,
ensures the Companys ability to develop its brand and presence in
Central America and to continue to generate royalties and
franchise revenue under the FC MFA.
The foregoing description of the FCA Motion does not purport to
be complete and is qualified in its entirety by reference to the
FCA Motion, a copy of which is filed as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated in this Item 1.03 by
reference.
Plan of Reorganization and Disclosure Statement Motion; Notice of
Hearing; Supplement
On February 7, 2017, the Company and its affiliated
debtors-in-possession filed with the Court the following: (1)
Proposed Joint Plan of Reorganization of Cosi, Inc., Xando Cosi
of Maryland, Inc., Cosi Sandwich Bar, Inc., Hearthstone
Associates, LLC, and Hearthstone Partners, LLC [Docket No. 662]
(the Plan); (2) Proposed Disclosure Statement with Respect to the
Plan [Docket No. 663] (Disclosure Statement); and (3) Debtors
Motion for Entry of an Order (a) Approving the Disclosure
Statement, (b) Approving Certain Balloting, Tabulation,
Solicitation, Objection, and Notice Procedures, and (c)
Scheduling a Hearing to Consider Confirmation of the Plan and
Objection Deadlines [Docket No. 664] (the Disclosure Statement
Motion).
The Court has scheduled a hearing on the Disclosure Statement
Motion to take place on March 21, 2017, at 2:00 p.m. (Eastern)
before the Honorable Melvin S. Hoffman, Chief United States
Bankruptcy Judge, at the United States Bankruptcy Court located
at Courtroom No. 2, 12th Floor of the John W.
McCormack Post Office and Courthouse, 5 Post Office Square,
Boston, Massachusetts 02109. Objections and/or responses to the
Disclosure Statement Motion are due by March 10, 2017, at 4:30
p.m. (Eastern).
Copies of the Plan, the Disclosure Statement, and the Disclosure
Statement Motion, as filed with the Court on February 7, 2017,
may be obtained free of charge by contacting: Kate P. Foley,
Esq., Mirick, OConnell, DeMallie Lougee, LLP, 1800 West Park
Drive, Suite 400, Westborough, MA 01581, Phone No. 508.860.1463,
Email: [email protected].
The foregoing description of the Disclosure Statement Motion does
not purport to be complete and is qualified in its entirety by
reference to the Disclosure Statement Motion, a copy of which is
filed as Exhibit 99.2 to this Current Report on Form 8-K and
incorporated in this Item 1.03 by reference.
ITEM 7.01.
Regulation FD Disclosure
Additional information on the Chapter 11 Cases, including access
to documents filed with the Court and other general information
about the Chapter 11 Cases, is available at a subscription based
service known as PACER at
https://pacer.mab.uscourts.gov/cgi-bin/login.pl.
The information in Item 7.01 of this Form 8-K is being furnished
and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of such section. The
information in Item 7.01 of this Form 8-K shall not be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any
incorporation by reference language in any such filing.
ITEM 9.01(d).
Exhibits
Exhibit No.
Description
Paper (P) or
Electronic (E)
99.1
Debtors Motion to Approve Settlement Agreement and Second
Amendment to Master Franchise Agreement Among Cosi, Inc.,
Fast Casual LTDA f/k/a Fast Casual S.A. and Fast Casual
Panama S. de RL [Docket No. 660]
E
99.2
Debtors Motion for Entry of an Order (a) Approving the
Disclosure Statement, (b) Approving Certain Balloting,
Tabulation, Solicitation, Objection, and Notice Procedure,
and (c) Scheduling a Hearing to Consider Confirmation of
the Plan and Objection Deadlines [Docket No. 664]
E


About Cosi, Inc. (OTCMKTS:COSIQ)

Cosi, Inc. owns, operates and franchises restaurants. The Company offers a range of house coffees and other espresso-based beverages, handcrafted specialty drinks, along with soft drinks, flavored teas, bottled beverages, including premium still and sparkling waters, teas and, in some locations, beer and wine. The Company operates approximately 110 company-owned and franchised restaurants operating in over 15 states, the District of Columbia, the United Arab Emirates (UAE), and Costa Rica. It operates and develops in both urban and suburban markets. It offers food and beverage products for approximately four dayparts, which include breakfast, lunch, snacking and dinner. The Company’s food menu includes hot and cold sandwiches, hand-tossed salads, bowls, soups, appetizers, flatbread pizzas, Squagels, breakfast wraps and other breakfast products, S’mores and other desserts. The Company features its Cosi bread in approximately two varieties, Original and Multi-Grain.

Cosi, Inc. (OTCMKTS:COSIQ) Recent Trading Information

Cosi, Inc. (OTCMKTS:COSIQ) closed its last trading session up +0.0004 at 0.0135 with 16,069,173 shares trading hands.