SSG Advises Le Pain Quotidien in Sale of U.S. Assets to Aurify Brands

SSG Capital Advisors acted as the investment banker to PQ New York and Subsidiaries d/b/a Le Pain Quotidien in the sale of select U.S. assets to Aurify Brands. The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Delaware. The transaction closed in June 2020.

Le Pain Quotidien is a Belgium-based, international chain of bakery-café restaurants. LPQ entered the U.S. market in 1997 by establishing PQ New York, operating 98 wholly-owned U.S.-based restaurants.

LPQ experienced years of growth in the U.S. market until revenue and earnings began to decline as the result of operational and management changes. The company was in the process of implementing restructuring initiatives when the COVID-19 outbreak caused a complete shutdown of all locations. LPQ’s U.S. financial situation quickly deteriorated, inhibiting its ability to achieve the restructuring objectives and threatening its survival.

SSG was retained in March 2020 with just a few weeks to find a going concern buyer and avoid liquidation. SSG’s marketing process produced multiple bids despite several obstacles including the pandemic lockdown, LPQ’s total lack of liquidity, limited access to diligence and contemporaneous European restructuring efforts by the Belgian parent. Aurify Brands successfully negotiated for the U.S. franchising rights, provided interim and debtor in possession financing and acquired the company in a private Section 363 sale.

Aurify Brands is a New York City-based hospitality company that creates, grows and operates networks of fast-casual restaurants, including The Little Beet, Melt Shop, Fields Good Chicken and The Little Beet Table.

Other professionals who worked on this transaction include:

• Matthew R. Kahn and Bruce Revzin, independent directors of PQ New York

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• Mark D. Collins, Mark A. Kurtz, Michael J. Merchant, Jason M. Madron, Brendan J. Schlauch, Sarah E. Silveira, Megan Kenney, Jake M. Crosetto, Philip K. Micha and Kate Peterson of Richards, Layton & Finger, counsel to PQ New York

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• Steven J. Fleming, chief restructuring officer, and Brian Koluch, David Ihn and Jordan Aro of PricewaterhouseCoopers, financial advisor to PQ New York

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• William A. Guerrieri of White & Case, counsel to the PQ New York equity holders

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• Yves Liénart of Emcanila, chief restructuring officer to PQ Licensing

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• Yves Brulard of DBB Law and Yannick Alsteens of Novalis Avocats, counsel to the chief restructuring officer of PQ Licensing

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• Cédric Alter of Janson Baugniet and Isabelle Didier of CID & Associés, administrative justices to PQ Licensing

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• Steven J. Reisman, Wade A. Glover, Evan S. Borenstein, Paul Rosen, Jerry L. Hall and Cindi M. Giglio* of Katten Muchin Rosenman, counsel to Aurify Brands

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• Domenic E. Pacitti and Morton R. Branzburg of Klehr Harrison Harvey Branzburg, counsel to Aurify Brands

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• Cynthia Romano of CohnReznick Advisory, financial advisor to Aurify Brands

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• Robert J. Gayda and Catherine V. LoTempio of Seward & Kissel and Eric J. Monzo and Brya M. Keilson of Morris James, counsel to the official committee of unsecured creditors

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*As of June 2020, associate general counsel at Gordon Brothers

SSG Capital Advisors is an independent boutique investment bank that provides investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation and strategic advisory.