Famous Dave's of America: Maslon Assists Client with Key Acquisition
Maslon’s long-time client, Famous Dave’s of America, Inc. (Nasdaq: DAVE), develops, owns, operates, and franchises barbeque restaurants under the “Famous Dave’s of America” brand in the U.S. and Canada. In 2010, a Famous Dave’s franchisee that operated restaurants in New York and New Jersey filed for protection under the federal bankruptcy laws. The bankruptcy estate put the assets of these restaurants up for auction in a sale process conducted under Section 363 of Chapter 11 of the U.S. Bankruptcy Code. Famous Dave’s had an interest in acquiring the assets and wanted to retain some or all restaurants within its system.
To carefully guide Famous Dave’s through the 363 sale process, lead attorney Bill Mower quickly assembled an attorney team offering expertise across key disciplines, including mergers and acquisitions (Bill), financial services (Amy Swedberg), and securities regulation (Alan Gilbert). As a starting point, the team assisted Famous Dave’s in negotiating an asset purchase agreement that constituted a “stalking horse” bid for the target restaurants. Bill and Amy then accompanied Famous Dave’s personnel to the subsequent bankruptcy auction, at which other bidders, including another barbeque-themed restaurant company, were also in attendance. Together, they advised Famous Dave’s with respect to bidding strategies and, ultimately, Famous Dave’s was declared the winning bidder.
The results of the auction were promptly challenged by one of the auction participants and consequently, on the morning following the auction, Amy Swedberg appeared in the United States Bankruptcy Court and argued successfully on Famous Dave’s behalf. The Bankruptcy Court issued an order approving the sale to Famous Dave’s and Famous Dave’s closed the acquisition the following day, thereby retaining the New York/New Jersey units within its system.