Bl

United States Bankruptcy Court

DISTRICT OF DELAWARE
Name of Debtor (if individual, enter Last, First, Middle):
Back Yard Burgers, Inc.
All Other Names used by the Debtor in the last 8 years
(include married, maiden, and trade names):
None.
Last four digits of Soc. Sec. or Individual-Taxpayer J.D. (ITIN)/Complete EIN
(if more than one, state all):
64-0737163
Street Address of Debtor (No. and Street, City, and State):
500 Church Street, Suite 200
St. Clouds Building
Nashville, TN
Name of Joint Debtor (Spouse) (Last, First, Middle):
All Other Names used by the Joint Debtor in the last 8 years
(include married, maiden, and trade names):
Last four digits of Soc. Sec. or Individual-Taxpayer J.D. (ITIN)/Complete EIN
(if more than one, state all):
Street Address of Joint Debtor (No. and Street, City, and State):
Mailing Address of Joint Debtor (if different from street address):
Location of Principal Assets of Business Debtor (if different from street address above):
Type of Debtor Nature of Business Chapter of Bankruptcy Code Under Which
(Form of Organization) (Check one box.) the Petition is Filed (Check one box.)
D
C8J
D
D
(Check one box.)
Individual (includes Joint Debtors)
See Exhibit Don page 2 ofthisform.
Corporation (includes LLC and LLP)
Partnership
Other (If debtor is not one of the above entities, check
this box and state type of entity below.)
Chapter 15 Debtors
Country of debtor's center of main interests: ___ _
Each country in which a foreign proceeding by, regarding, or
against debtor is pending:
Filing Fee (Check one box.)
l:8J Full Filing Fee attached.
D
D
D
D
D
D
C8J
Health Care Business
Single Asset Real Estate as defined in
I I U.S.C. 101(5IB)
Railroad
Stockbroker
Commodity Broker
Clearing Bank
Other - Restaurant Chain
Tax-Exempt Entity
(Check box, if applicable.)
D Debtor is a tax-exempt organization
under title 26 of the United States
Code (the Internal Revenue Code).
Check one box:
D
D
C8J
D
D
Chapter 7 D Chapter 15 Petition for
Chapter 9 Recognition of a Foreign
Main Proceeding
Chapter II
Chapter 12
Chapter 13
D Chapter 15 Petition for
Recognition of a Foreign
Nonmain Proceeding
Nature of Debts
(Check one box.)
D Debts are primarily consumer l:8J Debts are
debts, defined in II U.S.C. primarily
I 0 I (8) as "incurred by an business debts
individual primarily for a
personal, family, or
household u ose."
Chapter 11 Debtors
D Debtor is a small business debtor as defined in 11 U.S.C. 101(51D).
D Filing Fee to be paid in installments (applicable to individuals only). Must attach
signed application for the court's consideration certif'ying that the debtor is
unable to pay fee except in installments. Rule I 006(b ). See Official Form 3A.
l:8J Debtor is not a small business debtor as defined in II U.S.C. 101(51D).
Check if:
D Debtor's aggregate noncontingent liquidated debts (excluding debts owed to
insiders or affiliates) are less than $2,343,300 (amount subject to adjustment
on 4/01113 and every three years thereafter).
D Filing Fee waiver requested (applicable to chapter 7 individuals only). Must
attach signed application for the court's consideration. See Official Form 3B.
Check all applicable boxes:
D A plan is being filed with this petition.
D Acceptances of the plan were solicited prepetition from one or more classes
of creditors, in accordance with 11 U.S.C. 1126(b).
Statistical/ Administrative Information
Debtor estimates that funds will be available for distribution to unsecured creditors.
B
Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for
distribution to unsecured creditors.
Estimated Number of Creditors
D D D
1-49 50-99 I 00-199
Estimated Assets
D D D
$0to $50,001 to $100,001 to
$50,000 $100,000 $500,000
Estimated Liabilities
D D D
$0 to $50,001 to $100,001 to
$50,000 $100,000 $500,000
FTL 108885011v6
C8J
200-999
D
$500,001
to$!
million
D
$500,001
to $1
million
D
1,000-
5,000
!XI
$1,000,001
to $10
million
D
$1,000,001
to $10
million
D
5,001-
10,000
D
$10,000,001
to $50
million
C8J
$10,000,001
to $50
million
D
10,001-
25,000
D
$50,000,001
to $100
million
D
$50,000,001
to $100
million
D
25,001-
50,000
D
$100,000,001
to $500
million
D
$100,000,00 I
to $500
million
D
50,001-
100,000
D
$500,000,001
to $1 billion
D
$500,000,001
to $1 billion
D
Over
100,000
D
More than
$1 billion
D
More than
$1 billion
THIS SPACE IS FOR
COURT USE ONLY
Bl (Official Form 1) (12111) Page 2
Voluntary Petition
(This page must be completed and filed in every case.)
Name ofDebtor(s): Back Yard Burgers, Inc.
All P1ior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet.)
Location Case Number: Date Filed:
Where Filed:
Location Case Number: Date Filed:
Where Filed:
Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet.)
Name of Debtor: Case Number: Date Filed:
See Schedule 1 Pending See Schedule 1
District: Relationship: Judge:
District of Delaware See Schedule 1
Exhibit A Exhibit B
(To be completed if debtor is required to file periodic reports (e.g., forms !OK and
(To be completed if debtor is an individual
I OQ) with the Securities and Exchange Commission pursuant to Section 13 or 15( d)
whose debts are primarily consumer debts.)
of the Securities Exchange Act of 1934 and is requesting relief under chapter II.)
I, the attorney for the petitioner named in the foregoing petition, declare that I
have informed the petitioner that [he or she] may proceed under chapter 7, II,
12, or 13 of title II, United States Code, and have explained the relief
available under each such chapter. I further certify that I have delivered to the
debtor the notice required by II U.S.C. 342(b).
X
D
Exhibit A is attached and made a part of this petition.
Signature of Attorney for Debtor(s) (Date)
Exhibit C
Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?
D
Yes, and Exhibit Cis attached and made a part of this petition.
~
No.
Exhibit D
N/A
(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)
D
Exhibit D, completed and signed by the debtor, is attached and made a part of this petition.
If this is a joint petition:
D
Exhibit D, also completed and signed by the joint debtor is attached and made a part of this petition.
Information Regarding the Debtor- Venue
~
(Check any applicable box.)
Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately
preceding the date of this petition or for a longer part of such 180 days than in any other District.
~
There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.
D
Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or
has no principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in
this District, or the interests of the parties will be served in regard to the relief sought in this District.
Certification by a Debtor Who Resides as a Tenant of Residential Property
(Check all applicable boxes.)
N/A
D
Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)
(Name of landlord that obtained judgment)
(Address of landlord)
D
Debtor claims that under applicable non bankruptcy law, there are circumstances under which the debtor would be permitted to cure the
entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and
D
Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the
filing of the petition.
D
Debtor certifies that he/she has served the Landlord with this certification. (II U.S.C. 362(1)).
FTL 108885011v6
BI (Official Form I) (12/ll) Page3
Voluntary Petition Name of Debtor(s): Back Yard Signature of a Foreign Representative
(This page must be completed and filed in B gers Inc
every case.) ur ' I declare under penalty of perjury that the information provided in this petition is true
1----------------L----------------II and correct, that I am the foreign representative of a debtor in a foreign proceeding,
Si natures and that I am authorized to file this petition.
~ - - - - - - - - - - - - - - - - ~ ~ ~ - - - - - - - - - - - - - - - - ~ 1
Signature(s) of Debtor(s) (Individual/Joint)
I declare under penalty of perjury that the information provided in this petition is true
and correct.
[If petitioner is an individual whose debts are primarily consumer debts and has
chosen to file under chapter 7] I am aware that I may proceed under chapter 7, II, 12
or 13 of title II, United States Code, understand the relief available under each such
chapter, and choose to proceed under chapter 7.
[If no attorney represents me and no bankruptcy petition preparer signs the petition] I
have obtained and read the notice required by II U.S.C. 342(b).
I request relief in accordance with the chapter of title II, United States Code,
specified in this petition.
X
X
X
Signature of Debtor
Signature of Joint Debtor
Telephone Number (if not represented by attorney)
Date
Signature of Attomey for Debtor(s)
Dennis A. Meloro
Printed Name of Attorney for Debtor(s)
Greenberg Traurig, LLP
Firm Name
1007 N. Orange Street, Suite 1200
Address
Wilmington, DE 19801
302-661-7000
Telephone Number
October 17, 2012
Date
*In a case in which 707(b)(4)(D) applies, this signature also constitutes a
certification that the attomey has no knowledge after an inquiry that the information
in the schedules is incorrect.
Signature of Debtor (Corporation/Partnership)
I declare under penalty of perjury that the information provided in this petition is true
and correct, and that I have been authorized to file this petition on behalf of the
debtor.
Printed Name of Authorized Individual
Chief Executive Officer
Title of Authorized Individual
October 17,2012
Date
FTL 108885011v6
(Check only one box.)
D I request relief in accordance with chapter 15 oftitle II, United States Code.
Certified copies of the documents required by II U.S.C. 1515 are attached.
D Pursuant to II U.S.C. 1511, I request relief in accordance with the
chapter of title II specified in this petition. A certified copy of the
order granting recognition of the foreign main proceeding is attached.
X
(Signature of Foreign Representative)
(Printed Name of Foreign Representative)
Date
Signature of Non-Attorney Bankruptcy Petition Pre parer
I declare under penalty of perjury that: (I) I am a bankruptcy petition preparer as
defined in II U.S.C. 110; (2) I prepared this document for compensation and have
provided the debtor with a copy of this document and the notices and information
required under II U.S.C. II O(b), II O(h), and 342(b); and, (3) if rules or
guidelines have been promulgated pursuant to II U.S.C. IIO(h) setting a maximum
fee for services chargeable by bankruptcy petition preparers, I have given the debtor
notice of the maximum amount before preparing any document for filing for a debtor
or accepting any fee from the debtor, as required in that section. Official Form 19 is
attached.
X
Printed Name and title, if any, of Bankruptcy Petition Preparer
Social-Security number (If the bankruptcy petition preparer is not an individual,
state the Social-Security number of the officer, principal, responsible person or
partner of the bankruptcy petition preparer.) (Required by II U.S.C. 110.)
Address
Date
Signature of bankruptcy petition preparer or officer, principal, responsible person, or
partner whose Social-Security number is provided above.
Names and Social-Security numbers of all other individuals who prepared or assisted
in preparing this document unless the bankruptcy petition preparer is not an
individual.
If more than one person prepared this document, attach additional sheets conforming
to the appropriate official form for each person.
A bankruptcy petition preparer's failure to comply with the provisions of title 11 and
the Federal Rules of Bankruptcy Procedure may result in fines or imprisonment or
both. 11 U.S.C. 110; 18 U.S.C. 156.
SCHEDULE 1
On the date hereof, each of the affiliated entities listed below (including the debtor in this
chapter 11 case) (the "Debtors") filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the
"Court"). A motion has been filed or shortly will be filed with the Court requesting that the
chapter 11 cases of these entities be consolidated for procedural purposes only and jointly
administered.
<JllATEiFlUED i,< .
/ ':/ ;' ); ';' '5 f.';..'./ ,,
Back Yard Burgers, Inc. October 17, 2012
BYB Properties, Inc. October 17, 2012
Nashville BYB, LLC October 17, 2012
Little Rock Back Yard Burgers, Inc. October 17, 2012
FTL 108885110v5
UNANIMOUS WRITTEN CONSENT
OF THE BOAR]) OF DIRECTORS
OF
BACK YARD BURGERS, INC.
(a Delaware corporation)
October 16, 2012
THE UNDERSIGNED, being all of the members of the Board of Directors (the
"Board") of Back Yard Burgers, Inc., a Delaware corporation (the "Corporation"), do hereby
consent to and adopt the following resolutions pursuant to Section 141 (f) of the Delaware
General Corporate Law, and hereby direct that this Consent be filed with the minutes of the
proceedings of the Board of Directors of the Corporation:
WHEREAS, the Board considered the status of the Corporation's and its subsidiaries'
liabilities and liquidity, the strategic alternatives available to them, the status of discussions with
major constituents, and the impact of each of the foregoing on the Corporation's business; and
WHEREAS, the Board had the opportunity to consult with the management and the
advisors of the Corporation about the strategic alternatives available to the Corporation.
NOW, THEREFORE, BE IT RESOLVED, that in the judgment of the Board of the
Corporation, it is desirable and in the best interests of the Corporation, its subsidiaries BYB
Properties, Inc., Nashville BYB, LLC and Little Rock Back Yard Burgers, Inc. (collectively, the
"BYB Subsidiaries"), their creditors and other parties in interest, that the Corporation and the
BYB Subsidiaries file or cause to be filed a voluntary petition for relief under the provisions of
chapter 11 of the Bankruptcy Code, 11 U.S.C. 101, et seq. (the "Bankruptcy Code"); and be it
FURTHER RESOLVED, that any of the Chief Executive Officer, the President, the
General Counsel, and such other officers as may be designated by the Chief Executive Officer
(collectively, the "Authorized Officers"), acting alone or with one or more other Authorized
Officers be, and they hereby are, authorized and empowered to execute and file on behalf of the
Corporation and the BYB Subsidiaries all resolutions, petitions, schedules, lists, motions,
applications, pleadings and other papers or documents as necessary to commence the chapter 11
bankruptcy case and obtain chapter 11 relief, including but not limited to motions to obtain the
use of cash collateral and provide adequate protection therefor and to obtain any debtor in
possession financing, and to take any and all further acts and deeds that they deem necessary,
proper and desirable in connection with the chapter 11 case, with a view to the successful
prosecution of such case; and be it
FURTHER RESOLVED, that in the judgment of the Board, it is desirable and in the
best interests of the Corporation, their creditors, employees and other interested parties that the
Corporation enter into that certain senior secured super priority debtor in possession financing
facility with Pharos Capital Partners II, L.P. and Pharos Capital Partners 11-A, L.P. as lender (the
"Lender"), substantially on the terms and conditions set forth in that certain Secured Super-
Priority Debtor-In-Possession Credit Agreement by and among the Corporation, certain of its
affiliates and the Lender and the related order (collectively, the "DIP Credit Agreement"), and
FTL 108,917,687v1
that the terms and conditions of the DIP Credit Agreement, are fair and reasonable and that the
Authorized Officers are hereby authorized, empowered and directed to execute such other related
documents, instruments, certificates, opinions, and agreements as may be required by Lender in
connection with the DIP Credit Agreement in a form and containing such terms and provisions
as the Authorized Officer executing the same on behalf of the Corporation considers proper; and
be it
FURTHER RESOLVED, that the Authorized Officers be, and they hereby are,
authorized and directed to employ the law firm of Greenberg Traurig, LLP as general bankruptcy
counsel to represent and assist the Corporation in carrying out its duties under the Bankruptcy
Code, and to take any and all actions to advance the Corporation's rights and obligations,
including filing any pleadings; and in connection therewith, the Authorized Officers are hereby
authorized and directed to execute appropriate retention agreements, pay appropriate retainers
prior to and immediately upon filing of the chapter 11 case and cause to be filed an appropriate
application for authority to retain the services of Greenberg Traurig, LLP; ; and be it
FURTHER RESOLVED, that the Authorized Officers be, and they hereby are,
authorized and directed to employ Saul Ewing LLP as special conflicts counsel to represent and
assist the Corporation in carrying out its duties under the Bankruptcy Code, and to take any and
all actions to advance the Corporation's rights and obligations; and in connection therewith, the
Authorized Officers are hereby authorized and directed to execute appropriate retention
agreements, pay appropriate retainers prior to and immediately upon filing of the chapter 11 case
and cause to be filed an appropriate application for authority to retain the services of Saul Ewing
LLP; and be it
FURTHER RESOLVED, that the Authorized Officers be, and they hereby are,
authorized and directed to employ the real estate advisory firm of GA Keen Realty Advisors,
LLC as real estate advisor to assist the Corporation in carrying out its duties under the
Bankruptcy Code, and to take any and all actions to advance the Corporation's rights and
obligations, including filing any pleadings; and in connection therewith, the Authorized Officers
are hereby authorized and directed to execute appropriate retention agreements, pay appropriate
retainers prior to and immediately upon filing of the chapter 11 case and cause to be filed an
appropriate application for authority to retain the services of GA Keen Realty Advisors, LLC;
and be it
FURTHER RESOLVED, that the Authorized Officers be, and they hereby are,
authorized and directed to employ Rust Consulting/Omni Bankruptcy as claims agent to
represent and assist the Corporation in carrying out its duties under the Bankruptcy Code, and to
take any and all actions to advance the Corporation's rights and obligations; and in connection
therewith, the Authorized Officers are hereby authorized and directed to execute appropriate
retention agreements, pay appropriate retainers prior to and immediately upon filing of the
chapter 11 case and cause to be filed an appropriate application for authority to retain the
services of Rust Consulting/Omni Bankruptcy; and be it
FURTHER RESOLVED, that the Authorized Officers be, and they hereby are,
authorized and directed to employ any other professionals to assist the Corporation in carrying
out its duties under the Bankruptcy Code; and in connection therewith, the Authorized Officers
2
are hereby authorized and directed to execute appropriate retention agreements, pay appropriate
retainers prior to or immediately upon the filing of the chapter 11 case and cause to be filed an
appropriate application for authority to retain the services of any other professionals as
necessary; and be it
FURTHER RESOLVED, that any and all actions previously taken or to be taken by the
officers of the Corporation, or any of them, with respect to and in contemplation of, the actions
authorized by any of the foregoing resolutions, are hereby authorized, approved, ratified and
confirmed; and be it
FURTHER RESOLVED, that the Authorized Officers are hereby directed to file a copy
of this Consent with the minutes of the proceedings of the Corporation and this Consent shall for
all purposes be treated as action taken and vote adopted at a duly called, noticed and held
meeting of the shareholders of the Corporation; and be it
FURTHER RESOLVED, facsimile signatures shall constitute original signatures for all
purposes of this Consent and these resolutions.
[Signatures on Following Page]
3
IN WITNESS WHEREOF, all members of the Board of Directors of the Corporation
have caused this Consent to be executed as of the date first above written.
BOARD OF DIRECTORS
c r ~
Anna Kovalkova
FTL 108,917,687v1
In re
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
BACK YARD BURGERS, INC., et a/.
1
Case No. 12-__ L_)
Debtors.
(Joint Administration Pending)
CONSOLIDATED LIST OF CREDITORS HOLDING THIRTY LARGEST
UNSECURED CLAIMS
Following is the consolidated list of the Debtors' creditors holding the thirty largest
unsecured claims. The list is prepared in accordance with Fed. R. Bankr. P. 1007(d) for filing in
these chapter 11 cases. The list does not include (1) persons who come within the definition of
"insider" set forth in 11 U.S.C. 101, or (2) secured creditors unless the value of the collateral is
such that the unsecured deficiency places the creditor among the holders of the thirty largest
unsecured claims.
The information contained herein shall not constitute an admission ofliability by, nor is it
binding on, the Debtors. The Debtors reserve all rights to assert that any debt or claim included
herein is a disputed claim or debt, and to challenge the priority, nature, amount, or status of any
such claim or debt. In the event of any inconsistencies between the summaries set forth below
and the respective corporate and legal documents relating to such obligations, the descriptions in
the corporate and legal documents shall control.
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax
identification number, are: Back Yard Burgers, Inc. (7163), BYB Properties, Inc. (9046), Nashville BYB,
LLC ( 6507) and Little Rock Back Yard Burgers, Inc. (9133 ). The mailing address of the Debtors is: St.
Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219.
FTL 108885110v5
Fonn 84 (Official Fonn 4) - ( 12/07)
I
2
3
4
Back Yard Burgers
Debtor Case No. (If known)
Form 4. LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
Following is a list of the debtor's creditors holding the 30 largest unsecured claims. The list is prepared in accordance with Fed. R.
Bankr. P. 1007(d) for filing in this chapter II [or chapter 9] case. The list does not include (I) persons who come within the definition of
"insider" set forth in II U.S. C. 101, or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places
the creditor among the holders of the 30 largest unsecured claims. If a minor child is one of the creditors holding the 30 largest unsecured
claims, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe,
guardian." Do not disclose the child's name. See 11 U.S.C. 112 and Fed. R. Bankr. P. 1007(m).
Name of creditor and Name, telephone number and Nature of claim
() e
1:;1
AMOUNT OF
complete mailing address, complete mailing address, (trade debt, bank
0 2 u;
CLAIM (if secured
2
t:
...,
including zip code. including zip code, of employee, loan, government
...,
0
e also state value of
agent, or department of creditor contract, etc.)
S1 e
...,
security)
C"l
s
i:'"l
familiar with claim who may be
~
1:;1
>
contacted
...,
...,
i:'"l
1:;1
GORDON FOOD SERVICE, INC. GORDON FOOD SERVICE, INC. TRADE PAY ABLE $394,488.29
PAYMENT PROCESSING CENTER ATTN: LEGAL DEPT.
DEPT CH 10490 PAYMENT PROCF$SING CENTER
PALATINE, IL 60055-0490 DEPT CH I 0490
PALATINE, IL 60055-0490
TEL: 800-905-3996
FAX: 616-717-7572
TENNESSEE DEPT OF REVENUE TENNESSEE DEPT OF REVENUE TRADE PAYABLE $] 50,562.84
ANDREW JKSN STATE BLDG ANDREW JKSN STATE BLDG
500 DEADERICK ST 500 DEADERICK ST
NASHVILLE, TN 37242 NASHVILLE, TN 37242
TEL: 800-342-1003
FAX: 615-741-8637
RIGHT PLACE MEDIA, LLC RIGHT PLACE MEDIA, LLC TRADE PAYABLE $60,767.74
437 LEWIS HARGETT CIR 437 LEWIS HARGETT CIR
SUITE 130 SUITE 130
LEXINGTON, KY 40503 LEXINGTON, KY 40503
TEL: 859-685-3800
FAX: 859-685-3801
BEN KEITH FOODS BEN KEITH FOODS TRADE PAYABLE X X $48,379.10
POBOX637 POBOX637
NORTH LITTLE ROCK, AR 72115-0637 NORTH LITTLE ROCK, AR 72115-0637
TEL: 501-978-5000
FAX: 501-978-5921
Page 1 of 6
Form B4 (Official Form 4) - (12/07)
Back Yard Burgets
Debtor Case No. (If known)
5
6
7
8
9
10
Form 4. LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS
(Continuation Sheet)
Name of creditor and Name, telephone number and Nature of claim n c
0 z
complete mailing address, complete mailing address, (trade debt, bank
z
~
including zip code. including zip code, of employee, loan, government
,...,
tO
agent, or department of creditor contract, etc.)
2 c
C'l
6
familiar with claim who may be 1:'1
~ contacted
z
,...,
1:'1
I:'
MS. STATE TAX COMMISSION MS. STATE TAX COMMISSION TRADE PAYABLE
P. 0. BOX960 P. 0. BOX960
JACKSON, MS 39205-0960 JACKSON, MS 39205-0960
TEL: 601-923-7000
SPRINGFIELD GROCER COMPANY SPRINGFIELD GROCER COMPANY TRADE PAY ABLE
P.O. BOX 8500 P.O. BOX 8500
SPRINGFIELD, MO 65801-8500 SPRINGFIELD, MO 6580 1-8500
TEL: 4 I 7-883-4230
FAX: 417-883-4445
MEMPHIS LIGHT, GAS, AND WATER MEMPHIS LIGHT, GAS, AND WATER TRADE PAY ABLE
POBOX 388 POBOX388
MEMPHIS, TN 38145 MEMPHIS, TN 38145
TEL: 901-528-4270
FAX: 901-528-4547
CONCEPT TECHNOLOGIES CONCEPT TECHNOLOGIES TRADE PAYABLE
1106 I 7TH AVE SOUTH 1106 17TH AVE SOUTH
NASHVILLE, TN 37212 NASHVILLE, TN 37212
TEL: 615-321-6428
FAX: 615-523-1314
ARKANSAS REALTY DEVELOPMENT ARKANSAS REALTY DEVELOPMENT TRADE PAY ABLE
905 CACHE RIVER ROAD 905 CACHE RIVER ROAD
NORTH LITTLE ROCK, AR 72116 NORTH LITTLE ROCK, AR 72116
ENTERGY ENTERGY TRADE PAYABLE
POBOX8101 POBOX8101
BATON ROUGE, LA 70891-8101 BATON ROUGE, LA 70891-8101
TEL: 800-368-3749
FAX: 504-840-2685
Page 2 of 6
I:' AMOUNT OF
r;:
'"C)
CLAIM (if secured
c also state value of
,...,
security) 1:'1
I:'
$41,058.00
$38,227.00
$36,737.57
$35,618.23
$24,900.44
$23,238.37
Form 84 (Official Fonn 4) - (12/07)
Back Yard Burgers
Debtor Case No. (If known)
II
12
13
14
15
16
Form 4. LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS
(Continuation Sheet)
Name of creditor and Name, telephone number and Nature of claim
(") e
complete mailing address, complete mailing address, (trade debt, bank
0 :z
:z
~
including zip code. including zip code, of employee, loan, government
>-3
tO
agent, or department of creditor contract, etc.)
z e
C'l
9
familiar with claim who may be t"l
>
contacted
:z
>-3
>-3
t"l
0
REALTY INCOME REALTY INCOME TRADE PAYABLE
600 LA TERRAZA BLVD A liN: MELISSA DEPONTE
ESCONDIDO, CA 92025 600 LA TERRAZA BLVD
ESCONDIDO, CA 92025
TEL: 760-741-2111
FAX: 760-741-2235
THOMAS ANDTHORNGREN, INC THOMAS AND THORNGREN, INC TRADE PAYABLE
P.O. BOX280100 P.O. BOX280100
NASHVILLE, TN 37228 NASHVILLE, TN 37228
TEL: 615-242-8246
FAX: 615-242-5826
HOMETOWN DEVELOPMENT INC HOMETOWN DEVELOPMENT INC TRADE PAYABLE
POBOX 1546 ATTN: HARRIS TERRY
MADISONVILLE, KY 42431 POBOX 1546
MADISONVILLE, KY 42431
TEL: 270-825-9192
FAX: 270-825-9193
DICKSON FLAKE PARTNERS, INC. DICKSON FLAKE PARTNERS, INC. TRADE PAY ABLE
P.O. BOX 3546 P.O. BOX 3546
LITTLE ROCK, AR 72203 LITTLE ROCK, AR 72203
TEL: 501-372-6161
FAX: 501-372-0671
PARK PLAZA MALL CMBS, LLC PARK PLAZA MALL CMBS, LLC TRADE PAYABLE
POBOX74742 PO BOX 74742
CLEVELAND, OH 441944742 CLEVELAND, OH 441944742
TEL: 501-664-4956
FAX: 501-666-2115
MEMPHIS MECHANICAL SERVICES MEMPHIS MECHANICAL SERVICES TRADE PAYABLE
P.O. BOX 38382 P.O. BOX 38382
GERMANTOWN, TN 38183 GERMANTOWN, TN 38183
TEL: 901-624-3207
FAX: 901-363-3182
Page 3 of 6
8
AMOUNT OF
[JJ
CLAIM (if secured
"'0
e also state value of
>-3
security) t"l
0
$22,744.92
$19,948.82
$16,000.00
$15,958.12
$14,442.46
$12,974.13
Fonn B4 (Official Form 4) - (12/07)
Back Yard Burgers
Debtor Case No. (If known)
17
18
I9
20
21
22
Form 4. LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS
(Continuation Sheet)
Name of creditor and Name, telephone nnmber and Nature of claim
\) e
complete mailing address, complete mailing address, (trade debt, bank
0 z
z
~
including zip code. including zip code, of employee, loan, government
---3
0
z
agent, or department of creditor contract, etc.)
e
C"l
s
familiar with claim who may be t'"l
>
contacted
z
---3
---3
t'"l
'='
BENJAMIN D. & LAURIE H. RASNER BENJAMIN D. & LAURIE H. RASNER TRADE PAY ABLE
7953 TRIESTE PLACE 7953 TRIESTE PLACE
DELRAY BEACH, FL 33446 DELRAY BEACH, FL 33446
TEL: 56 I -499-7870
GENIE PLACE, LLC GENIE PLACE, LLC TRADE PAYABLE
CONTINENTAL PROPERTY MGMT CONTINENTAL PROPERTY MGMT
40 BURTON HILLS BLVD STE 420 40 BURTON HILLS BLVD STE 420
NASHVILLE, TN 37215 NASHVILLE, TN 372I5
DEPT. OF FINANCE AND ADMIN. DEPT. OF FINANCE AND ADMIN. TRADE PAY ABLE
WITHHOLDING UNIT WITHHOLDING UNIT
P.O. BOX 9941 P.O. BOX 994I
LITTLE ROCK, AR 72203 LITTLE ROCK, AR 72203
TEL: 50I-682-I675
FAX: 50 I -683-0823
TOM AND PAT LIVINGSTON TOM AND PAT LIVINGSTON TRADE PAY ABLE
I6I PALISADE DR. I6I PALISADE DR.
AUSTIN, TX 78737 AUSTIN, TX 78737
TEL: 707-318-5037
HERMITAGE COMMONS II, LLC HERMIT AGE COMMONS II, LLC TRADE PAYABLE
1550 N. MT. JULIET RD 1550 N. MT. JULIET RD
STE 121 STE 121
MOUNT JULIET, TN 37122 MOUNT JULIET, TN 37122
TEL: 615-234-1101
FAX: 615-234-4042
64 & 65 PARTNERSHIP 64 & 65 PARTNERSHIP TRADE PAYABLE
2851 LAKEWOOD VILLAGE DRIVE ATTN: JD ASHLEY
NORTH LITTLE ROCK, AR 72116 285 I LAKEWOOD VILLAGE DRIVE
NORTH LITTLE ROCK, AR 72116
TEL: 501-758-7745
FAX: SOI-758-0835
Page 4 of 6
s:
AMOUNT OF
[JJ
CLAIM (if secured
'"tl
e also state value of
---3
t'"l security)
'='
$I2,800.00
$12,I09.46
$I I,I42.00
$II,091.67
$10,966.10
$10,500.00
Fonn B4 (Official Fonn 4) - (12/07)
Back Yard Burgers
Debtor Case No_ (If known)
23
24
25
26
27
28
Form 4. LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS
(Continuation Sheet)
Name of creditor and Name, telephone number and Nature of claim
(") e
complete mailing address, complete mailing address, (trade debt, bank
0 'Z
'Z
!:
including zip code_ including zip code, of employee, loan, government
>-l
0
2
agent, or department of creditor contract, etc.)
e
C'J
s
familiar with claim who may be i?'l
'Z
>
contacted >-l
>-l
i?'l
tl
LESTER'S BYB JOINT VENTURE I LESTER'S BYB JOINT VENTURE I TRADE PAYABLE
2137 OLD HICKORY BLVD. ATTN: PATTIE LESTER
NASHVILLE, TN 37215 2137 OLD HICKORY BLVD.
NASHVILLE, TN 37215
TEL: 615-300-3655
FAX: 615-400-0298
LESTER'S JOINT VENTURE IV LESTER'S JOINT VENTURE IV TRADE PAYABLE
2137 OLD HICKORY BLVD. ATTN: PATTIE LESTER
NASHVILLE, TN 372I5 2137 OLD HICKORY BLVD.
NASHVILLE, TN 37215
TEL: 615-300-3655
FAX: 615-400-0298
C&L PROPERTIES INC C&L PROPERTIES INC TRADE PAYABLE
2231 TILLMAN AVE ATTN: LARRY WILSON
WINTER GARDEN, FL 34787 2231 TILLMAN AVE
WINTER GARDEN, FL 34787
LESTER'S BYB JOINT VENTURE II LESTER'S BYB JOINT VENTURE II TRADE PAY ABLE
2137 OLD HICKORY BLVD. ATTN: PATTIE LESTER
NASHVILLE, TN 37215 2137 OLD HICKORY BLVD.
NASHVILLE, TN 37215
TEL: 615-300-3655
FAX: 615-400-0298
CHAIN RESTAURANT SOLUTIONS CHAIN RESTAURANT SOLUTIONS TRADE PAY ABLE
620 I SOUTH GATEWAY DRIVE 6201 SOUTHGATEWAYDRJVE
MARJON, lA 52302 MARION, lA 52302
TEL: 877-242-4674
FAX: 319-373-7284
DPI GROUP DPIGROUP
POBOX 3377 ATTN: PAT DESANTIS
FRESNO, CA 93650 POBOX3377
FRESNO, CA 93650
TEL: 559-299-9875
FAX: 559-2840292
Page 5 of 6
tl AMOUNT OF
til
CLAIM (if secured
~
e also state value of
>-l
i?'l security)
tl
$9,097.41
$8,922.07
$8,499.36
$7,958.91
$7,876.00
$7,726.69
Form B4 (Official Fonn4) - (12/07)
Back Yard Burgers
Debtor Case No. (If known)
29
30
Form 4. LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS
(Continuation Sheet)
Name of creditor and Name, telephone number and Nature of claim
(") c:!
0 2
complete mailing address, complete mailing address, (trade debt, bank
2
t:::
including zip code. including zip code, of employee, loan, government
>-3
0
z
agent, or department of creditor contract, etc.)
c:!
0
s
familiar with claim who may be trl
>
contacted
2
>-3
>-3
trl
\::1
RADIANT SYSTEMS RADIANT SYSTEMS TRADE PAY ABLE
P 0 BOX 198755 P 0 BOX 198755
ATLANTA, GA 30384-8755 ATLANTA, GA 30384-8755
TEL: 770-576-7100
BAKER STOREY MCDONALD PROPERTIES, BAKER STOREY MCDONALD PROPERTIES, TRADE PAY ABLE
INC. INC.
RECEIVER FOR CASTLE CHICKASAW, LLC RECEIVER FOR CASTLE CHICKASAW, LLC &
& 129 129
3001 ARMORYDRSTE250 3001 ARMORY DR STE 250
NASHVILLE, TN 37204 NASHVILLE, TN 37204
TEL: 615-373-9511
FAX: 615-373-9542
Page 6 of 6
\::1 AMOUNT OF
[ij
"'
CLAIM (if secured
c:! also state value of
>-3
~
security)
$7,678.66
$7,621.50
In re
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
BACK YARD BURGERS, INC., et al.
1
Case No. 12-__ (___)
Debtors.
(Joint Administration Pending)
CERTIFICATION CONCERNING CONSOLIDATED LIST OF CREDITORS
HOLDING THIRTY LARGEST UNSECURED CLAIMS
The debtors and debtors-in-possession (the "Debtors") in the above-captioned cases,
hereby certify under penalty of perjury that the consolidated List of Creditors Holding Thirty
Largest Unsecured Claims, submitted herewith, is complete and, to the best of the Debtors'
knowledge, correct and consistent with the Debtors' books and records.
The information contained herein is based upon a review of the Debtors' books and
records. However, no comprehensive legal and/or factual investigations with regard to possible
defenses to any claims set forth in the consolidated List of Creditors Holding Thirty Largest
Unsecured Claims have been completed. Therefore, the listing does not and should not be
deemed to constitute: (1) a waiver of any defense to any listed claims; (2) an acknowledgement
ofthe allowability of any listed claims; and/or (3) a waiver of any other right or legal position of
the Debtors.
I declare under penalty of perjury that the foregoing is true and correct.
. Executed the 1 ih day of October, 2012.
141
By: James oyd, Jr.
Title: Chief Executive Officer
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax
identification number, are: Back Yard Burgers, Inc. (7163), BYB Properties, Inc. (9046), Nashville BYB,
LLC (6507) and Little Rock Back Yard Burgers, Inc. (9133). The mailing address of the Debtors is: St.
Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219.
FTL 108885110v5
In re:
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
BACK YARD BURGERS, INC., CaseNo. 12-____ ( )
FTL 108885011v6
Debtor.
(Joint Administration Requested)
LIST OF EQUITY SECURITY HOLDERS
BBAC, LLC 500 Church Street, Suite 200,
St. Clouds Building,
Nashville, TN 37219
[The remainder of this page is intentionally blank.]
100%
In re:
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
BACKYARD BURGERS, INC., Case No. 12- ( )

Debtor.
(Joint Administration Requested)
CERTIFICATION CONCERNING EQUITY SECURITY HOLDERS
Back Yard Burgers, Inc., a debtor and debtor-in- possession (the "Debtor") in the above
captioned case, hereby certifies under penalty of perjury that the list submitted herewith,
pursuant to Local Rule 1 007-1 (a) of the Bankruptcy Court for the District of Delaware,
formatted in portable document format, containing the List of Equity Security Holders of the
Debtor, is complete and to the best of the Debtor's knowledge correct and consistent with
Debtor's books and records.
I declare under penalty of perjury that the foregoing is true and correct.
Executed the 17th day of October, 2012.
/ Ci!J;).
By: Ja s E. Boyd, Jr.
Title: Chief Executive Officer
FTL 108885011v6
In re:
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
BACKYARD BURGERS, INC., Case No. 12-____ ( )
Debtor.
(Joint Administration Requested)
CORPORATE OWNERSHIP STATEMENT
Pursuant to Federal Rule of Bankruptcy Procedure 1007(a)(l), the following are
corporations, other than a governmental unit, that directly or indirectly owns 10% or more of any
class ofthe debtor's equity interests:
DECLARATION UNDER PENALTY OF PERJURY
I, the undersigned authorized officer of Back Yard Burgers, Inc., the debtor in this case,
declare under penalty of perjury that I have read the foregoing corporate ownership statement
and that it is true and correct to the best of my information and belief.
Executed the 17th day of October, 2012.
. ~ / ~ Signature \
By: James . Boyd, Jr.
Title: ChiefExecutive Officer
FTL 108885011v6
In re
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
BACK YARD BURGERS, INC., et a/.
1
CaseNo.12-__ (_)
Debtors.
(Joint Administration Pending)
CERTIFICATION CONCERNING LIST OF ALL CREDITORS
The debtors and debtors-in-possession (the "Debtors") in the above-captioned cases,
hereby certify under penalty of perjury that the List of All Creditors submitted herewith, pursuant
to Local Rule 1007-1 (a) of the Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware, formatted in portable document format,
containing the consolidated list of creditors of the Debtors, is complete and to the best of the
Debtors' knowledge, correct and consistent with Debtors' books and records.
The information contained herein is based upon a review of the Debtors' books and
records. However, no comprehensive legal and/or factual investigations with regard to possible
defenses to any claims set forth in the List of All Creditors have been completed. Therefore, the
listing does not and should not be deemed to constitute: ( 1) a waiver of any defense to any listed
claims; (2) an acknowledgement of the allowability of any listed claims; and/or (3) a waiver of
any other right or legal position of the Debtors.
I declare under penalty of perjury that the foregoing is true an7b
Executed the 17" day of October, 2012. . '.... . / < ~ {J.
Signature /"""?. ~
By: James . Boyd, Jr.
Title: Chief Executive Officer
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax
identification number, are: Back Yard Burgers, Inc. (7163), BYB Properties, Inc. (9046), Nashville BYB,
LLC (6507) and Little Rock Back Yard Burgers, Inc. (9133). The mailing address of the Debtors is: St.
Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219.
FTL 108885110v5