Razzoo’s, Inc. and its parent Razzoo’s Holdings, Inc. filed a Joint Combined Chapter 11 Plan and Disclosure Statement on March 11, 2026, in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (Case No. 25-90522). The Plan proposes the establishment of a liquidating trust to distribute remaining assets to creditors following the company’s sale of substantially all of its assets to ThirtyThree97 LLC in December 2025 for total consideration of approximately $18.8 million.
Company Background and Business Operations
Razzoo’s opened its first location in Dallas, Texas in 1991, with the goal of filling a market need for Cajun culture and cuisine. The chain grew to six locations in Texas by 1996 and fourteen total locations by 2001, including the first out-of-state location in Concord, North Carolina. The company reached a peak of 24 locations across Texas, North Carolina, and Oklahoma. As of September 2025, the company operated 23 locations, following the closure of one underperforming location in 2024.
In 2024, the company reported total sales of $76.6 million, Store-Level EBITDA of $9.6 million, and Adjusted EBITDA of approximately $3.3 million. The Debtors did not own any real estate, operating each of their restaurant locations under long-term lease agreements with total monthly obligations of approximately $650,000.
Events Leading to the Chapter 11 Filing
The disclosure statement identifies three primary factors contributing to the company’s financial difficulties: deteriorating sales, burdensome lease obligations, and an inability to service secured debt.
The company experienced a decline in sales attributed to shifts in consumer spending habits, increased competitive pressure from other casual dining chains, and broader macroeconomic conditions including inflation and elevated interest rates. Competitors engaged in aggressive marketing and value-oriented promotions, which the disclosure statement notes negatively influenced guest traffic. Additionally, as a Cajun-focused concept, the company’s sales exhibited seasonal fluctuations tied to crawfish season, with 2025 results falling below prior-year levels despite the season beginning earlier.
The company’s lease obligations grew increasingly burdensome as sales volumes declined. In response, Razzoo’s conducted a store-by-store performance review and, in September 2025, closed locations in Pasadena, TX; Corpus Christi, TX; and Oklahoma City, OK — reducing monthly rent obligations by approximately $110,000 and leaving 20 locations in operation as of the petition date.
On the secured debt side, the company had entered into a credit agreement with First Horizon Bank in May 2022. The loan was amended multiple times, with the outstanding principal balance reaching approximately $9.65 million as of October 1, 2025 (the “Petition Date”). A principal and interest payment of approximately $500,000 was due to the bank on the Petition Date, which the Debtors determined they could not make while continuing normal operations.
Chapter 11 Case and Debtor-in-Possession Financing
Both Debtors filed voluntary Chapter 11 petitions on October 1, 2025. The company initially sought debtor-in-possession (DIP) financing from a third-party lender, TJF Financial, LLC, after First Horizon Bank declined to provide post-petition financing. At an emergency hearing on October 3, 2025, the parties agreed to continue negotiations, and First Horizon Bank subsequently agreed to serve as the DIP lender. The Bankruptcy Court entered the interim DIP order on October 7, 2025.
In October 2025, First Horizon Bank sold and assigned its entire position — including both the prepetition loan debt and DIP obligations — to ThirtyThree97 LLC pursuant to a Loan Sale Agreement dated October 21, 2025. ThirtyThree97 LLC thereby became the DIP lender. The final DIP order was entered on November 7, 2025. The DIP Facility consisted of $4 million in new money financing plus a roll-up of the prepetition loan debt, resulting in total DIP Loan Claims of approximately $14.04 million.
The Official Committee of Unsecured Creditors was appointed on October 14, 2025, comprising three members: My Tech Texas, LLC; South Loop Development, LLC; and Sabine 2016-1, LLC. The Committee retained Dykema Gossett PLLC as bankruptcy counsel.
Sale of Substantially All Assets
Consistent with DIP order milestones, the Debtors conducted a marketing and sale process under Section 363 of the Bankruptcy Code. On December 2, 2025, ThirtyThree97 LLC was designated as the stalking horse purchaser. No other qualified bids were received, and no auction was held. The Bankruptcy Court entered the sale order on December 23, 2025, and the sale closed on December 29, 2025, effective as of 12:01 a.m. on December 30, 2025.
Under the Asset Purchase Agreement, 11 restaurant locations were identified as “Continuing Restaurants” to be acquired by the buyer, while 9 locations were designated as “Excluded Restaurants.” The purchase was effected via a credit bid of the full DIP Loan Claims under Section 363(k) of the Bankruptcy Code, plus assumption of certain liabilities, with total consideration to the estates of approximately $18.8 million. As a result of the closing, all outstanding DIP Loan Claims were fully satisfied.
Restaurant Locations
| Continuing Restaurants (Acquired) | Excluded Restaurants (Rejected) |
|---|---|
| Alliance | Burleson |
| Arlington | College Station |
| Cedar Hill | Firewheel |
| Cityview | Irving |
| Concord | Keystone |
| Harker Heights | Lewisville |
| McKinney | Lubbock |
| Mesquite | Spring |
| Round Rock | Tyler |
| Stafford | |
| Sundance |
The Proposed Liquidation Plan
The Plan proposes the establishment of the “Cajun Café Liquidating Trust” to receive all remaining estate assets — including cash on hand, retained causes of action, and other excluded assets from the sale — and distribute available proceeds to creditors in accordance with statutory priorities under the Bankruptcy Code. The filing identifies a designated individual to serve as Liquidating Trustee.
The Liquidating Trust assets will include cash on hand as of the effective date, all avoidance actions and causes of action retained by the estate, and any other assets not transferred to the buyer. The Liquidating Trustee will have authority to prosecute avoidance actions, resolve disputed claims, and make distributions to creditors. The Trust is structured to qualify as a “liquidating trust” for federal income tax purposes under Treasury Regulation Section 301.7701-4(d).
The Plan also provides for the deemed rejection of all remaining executory contracts and unexpired leases not previously assumed or rejected, including those associated with the nine Excluded Restaurants, which were rejected as of the closing date of the sale.
Classification and Treatment of Claims and Interests
The Plan classifies claims and interests into five classes, with treatment as follows:
| Class | Claim Type | Status | Treatment |
|---|---|---|---|
| Class 1 | Priority Non-Tax Claims | Unimpaired | Payment in full in cash |
| Class 2 | Other Secured Claims | Unimpaired | Payment in full or lien retention on abandoned property |
| Class 3 | General Unsecured Claims | Impaired | Pro rata distributions from Liquidating Trust (~5.5–6.8% recovery) |
| Class 4 | Subordinated Claims | Impaired | Pro rata distributions after Class 3 paid in full |
| Class 5 | Equity Interests | Impaired | Cancelled; no anticipated distribution |
Liquidation Analysis and Best Interests Test
The Plan is accompanied by a Liquidation Analysis prepared by the Debtors’ financial advisor. The analysis estimates that under the Chapter 11 Plan, general unsecured creditors holding approximately $7.44 million in aggregate claims would recover between 5.5% and 6.8% of their claims, compared to a recovery of 4.9% to 6.1% under a hypothetical Chapter 7 liquidation. The analysis attributes the differential in part to additional administrative costs that would arise in a Chapter 7 case, including trustee fees estimated at approximately $50,000 to $53,000 and professional fees estimated at approximately $200,000.
Priority unsecured claims of approximately $113,428 are projected to be paid in full under both scenarios. Subordinated claims and equity interests are not expected to receive any distributions under either scenario. Total estimated net proceeds available for distribution under the Plan range from approximately $525,077 to $619,529.
Key Dates and Deadlines
| Date | Event |
|---|---|
| October 1, 2025 | Petition Date — Chapter 11 cases commenced |
| October 14, 2025 | Committee of Unsecured Creditors appointed |
| November 7, 2025 | Final DIP Order entered |
| December 2, 2025 | ThirtyThree97 LLC selected as stalking horse purchaser |
| December 23, 2025 | Sale Order entered |
| December 29, 2025 | Closing of sale to ThirtyThree97 LLC |
| February 8, 2026 | Bar Date for filing Proofs of Claim |
| March 11, 2026 | Plan and Disclosure Statement filed |
| March 30, 2026 | Bar Date for Governmental Unit Proofs of Claim |
| March 31, 2026 | End date of Transition Services Agreement |
| April 13, 2026 | Voting Deadline and Confirmation Objection Deadline |
| April 2026 (TBD) | Confirmation Hearing |
Professional Representation
The Debtors are represented by Okin Adams Bartlett Curry LLP as general bankruptcy counsel. Stout Capital, LLC served as investment banker, and Stout Risius Ross, LLC served as financial advisor. The Official Committee of Unsecured Creditors is represented by Dykema Gossett PLLC.
Court and Case Information
| Court | United States Bankruptcy Court, Southern District of Texas, Houston Division |
| Case Number | 25-90522 (ARP) |
| Document | Docket No. 234, filed March 11, 2026 |
| Debtors’ Counsel | Okin Adams Bartlett Curry LLP |
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