NEW YORK, NY, January 11, 2012 – SSI Group Holding Corp., owner, operator and franchisor of two distinct restaurant concepts in 14 states across the U.S., has sold substantially all of its assets to Captain D’s, LLC, and LNC Ventures, LLC in two separate sale transactions. The transactions, both of which closed in December 2011, were effectuated pursuant to Section 363 of the U.S. Bankruptcy Code. Morgan Joseph TriArtisan LLC’s (“Morgan Joseph”) Financial Restructuring Group served as exclusive financial advisor and investment banker to SSI Group.

SSI Group, based in Addison, Texas, is a leading operator within the casual dining sector, with its two brands including “Souper Salad,” a fresh and healthy buffet style restaurant offering salads, soups, bakery items and hot entrees; and “Grandy’s,” a quick casual “comfort food” restaurant known for its chicken, vegetables and rolls. As of January 1, 2010, the Company had a total of 150 restaurants across both brands. Due to the combination of underperforming stores, including approximately 30 negative cash flow units, a weak economic environment, unusual weather and resulting higher food costs experienced during 2010, SSI’s cash flow and liquidity position deteriorated substantially. As a result of its insufficient capitalization and declining operating performance, the Company filed for voluntary relief under Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware on September 14, 2011.

“These two transactions will allow for the resumption of growth of both Souper Salad and Grandy’s,” Ward Olgreen, CEO of SSI Group Holding Corp. said. “Both brands are now positioned to become leaders in their respective market segments, as the new operators have been able to utilize the Bankruptcy to close underperforming locations and optimize the footprint of each brand. Additionally, the capitalization of each new entity will allow for significant reinvestment in both concepts, which is a critical component to delivering value to our customers.”

“Morgan Joseph was retained in November 2010 to pursue a sale of only the Grandy’s business. However, given the multitude of challenges facing SSI, a sale of both Souper Salad and Grandy’s within Chapter 11 was determined to be necessary to best position both concepts for future success. Now, both businesses have the opportunity to become stronger brands in the hands of strategic operators who have a track record of success and are committed to expand service levels and value offerings at both Grandy’s and Souper Salad going forward,” said James D. Decker, Head of Morgan Joseph’s Financial Restructuring Group.

In addition to Mr. Decker, the Morgan Joseph team members involved in implementing the transaction included Alex Fisch, Daniel Silverman and Garrett Geiger, a Director, Associate and Analyst, respectively, all in the firm’s financial restructuring practice.

About Captain D’s
Captain D's, LLC owns, operates, and franchises restaurants in the United States, as well as in military bases in Japan, Korea, and Germany. It offers fried and grilled fish, shrimp and chicken dishes, pasta meals, salads, and regional seafood favorites, as well as various side items, including corn, baked potatoes, cole slaw, tossed salads, hushpuppies, and southern style green beans. Captain D's, LLC was founded in 1969 and is based in Nashville, Tennessee.

About LNC Ventures, LLC
LNC Ventures, LLC is a newly created entity formed by Daniel and Jacklyn Hernandez for the purpose of acquiring the Souper Salad business. Mr. and Mrs. Hernandez have been successful operators of Subway franchise stores located throughout South Texas since 2004. In 2010, they acquired a Souper Salad franchise in San Antonio, Texas, and recently opened a second Souper Salad franchise in San Antonio.