SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: March 24, 2009

BUFFETS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	333-116897	22-3754018
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

DELAWARE

(State or other jurisdiction

of incorporation)

333-116897

(Commission File Number)

22-3754018

(IRS Employer

Identification No.)

1460 BUFFET WAY
EAGAN, MINNESOTA	55121
(Address of principal executive offices)	(Zip Code)

1460 BUFFET WAY

EAGAN, MINNESOTA

(Address of principal executive offices)

55121

(Zip Code)

Registrant’s telephone number, including area code: (651) 994-8608

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8 1.01. ENTRY INTO ~~OTHER~~A MATERIAL ~~EVENTS~~DEFINITIVE AGREEMENT.

On ~~January~~March 224, ~~2008~~2009, ~~Buffets Holdings, Inc. (~~the ~~“Company”)~~United ~~and each of its subsidiaries (together with the Company,~~States ~~the~~Bankruptcy ~~“Debtors”)~~Court ~~filed a voluntary petition~~ for ~~relief~~the ~~under~~District ~~Chapter 11~~ of ~~the U.S.~~Delaware ~~Bankruptcy Code~~ (the “Bankruptcy ~~Code~~Court”) ~~with the United States Bankruptcy~~approved ~~Court for~~ the ~~District~~Engagement ofLetter ~~Delaware~~ (the “~~Bankruptcy~~Engagement ~~Court~~Letter”), ~~Case~~dated ~~Number 08-10141. The~~February ~~Company~~6, is2009, ~~required~~among Buffets toHoldings, ~~file~~Inc., ~~monthly~~Buffets, ~~operating~~Inc. ~~reports~~ (~~each,~~the a “~~Monthly Operating Report~~Borrower”), ~~with~~and ~~the~~certain ~~Bankruptcy~~of ~~Court. On~~its ~~March~~subsidiaries 2,and ~~2009,~~Credit ~~the~~Suisse ~~Company~~Securities ~~filed~~(USA) ~~with~~LLC, ~~the~~as ~~Bankruptcy~~administrative ~~Court~~agent ~~a Monthly Operating Report~~ for the ~~period~~Lenders ~~from~~(in ~~January~~such 15capacity, ~~2009 through February 11, 2009 (~~the “~~Period~~Administrative ~~8 2009 Report~~Agent”)~~. A~~ ~~copy~~to ofraise ~~the~~funds ~~Period~~on 8a best ~~2009~~efforts ~~Report~~basis isfor ~~filed as~~a ~~Exhibit 99~~$120.10 tomillion ~~this~~Funded ~~Current~~Senior ~~Report~~Secured onExit ~~Form 8-K~~Credit Facility.

~~The~~In connection ~~Monthly~~with ~~Operating~~the ~~Report~~Borrower’s isAmended ~~limited in~~Joint ~~scope,~~Plan ~~covers~~of aReorganization ~~limited~~Under Chapter ~~time~~11 ~~period,~~of ~~and~~the ~~has~~United ~~been~~States ~~prepared~~Bankruptcy ~~solely~~Code ~~for~~(the “Amended Plan”), the ~~purpose~~Engagement ofLetter ~~complying~~contemplates ~~with~~that the ~~monthly~~Amended ~~reporting~~Plan ~~requirements~~will ofprovide ~~the~~for ~~Bankruptcy~~(a) the ~~Court.~~Borrower ~~The~~to ~~financial~~obtain ~~information~~a insenior ~~the~~secured ~~Monthly~~exit ~~Operating~~credit ~~Report~~facility isthat ~~preliminary~~would provide ~~and~~gross ~~unaudited~~cash ~~and~~proceeds ~~does~~of ~~not~~at ~~purport~~least to$120.0 ~~show~~million (the ~~financial~~“Facility”), ~~statements~~(b) ofup ~~any of~~to ~~the~~$200.0 ~~Debtors~~million in ~~accordance~~aggregate ~~with~~principal ~~accounting~~amount ~~principles~~of ~~generally~~the ~~accepted~~Borrower’s existing debtor-in-possession credit facility (the “Rollover DIP Facility”) to be ~~United~~converted ~~States~~into ofa ~~America~~second lien senior secured term loan facility (the “~~GAAP~~Second Lien Term Facility”), ~~and~~provided ~~therefore~~the ~~may~~lenders ~~exclude~~under ~~items~~the ~~required~~Rollover byDIP Facility participate ~~GAAP,~~in ~~such~~the asExit ~~certain~~Facility ~~reclassifications,~~at ~~eliminations~~required levels and, ~~accruals~~if not, ~~and~~for ~~disclosure items.~~all ~~The~~or ~~Company~~a ~~cautions~~portion ~~readers~~of ~~not~~the Rollover DIP Facility to ~~place~~be ~~undue~~converted ~~reliance~~into ~~upon~~equity ~~the~~interests ~~Monthly~~in Buffets ~~Operating~~Restaurants ~~Report~~Holdings, Inc., ~~There~~(c) ~~can~~up to $47.0 million in aggregate principal amount of the Borrower’s existing synthetic letter of credit facility to be converted nointo ~~assurance~~a ~~that~~modified ~~such~~or ~~information~~new issecond ~~complete.~~lien senior secured synthetic letter of ~~The~~credit ~~Monthly~~facility ~~Operating~~(the ~~Report~~“Synthetic ~~may~~L/C beFacility”) ~~subject~~and (d) up to ~~revision~~$25.0 ~~The~~million ~~Monthly Operating~~in ~~Report~~aggregate isprincipal inamount aof ~~format~~the ~~required~~Borrower’s byexisting ~~the~~cash ~~Bankruptcy~~collateralized ~~Code~~letter of ~~and~~credit ~~should~~facility ~~not~~to be ~~used~~converted ~~for investment~~into ~~purposes~~a modified or new $30.0 million cash collateralized letter of credit facility (the “Cash Collateralized L/C Facility”). The ~~information~~consummation inof the ~~Monthly~~Plan, ~~Operating~~including ~~Report~~the ~~should~~entering ~~not~~into beand ~~viewed~~funding asof ~~indicative~~the ofFacility ~~future~~and ~~results~~all related transactions contemplated by the Plan and the Engagement Letter, are hereinafter collectively referred to as the “Transactions. ”

ITEM 9.01.		FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No.		Description
99.1		Monthly Operating Report, for the period from January 15, 2009 through February 11, 2009, for Buffets Holdings, Inc.

The proceeds of the proposed Facility will be used by the Borrower, on the closing date of the borrowing under the Facility (the “Closing Date”), together with cash on hand (a) to refinance the Borrower’s existing “new money” debtor-in-possession credit facility, (b) pay fees and expenses associated with the Transactions, (c) pay administrative and other related priority claims arising in connection with the Borrower’s bankruptcy proceeding and (d) provide for working capital and other general purposes of the Borrower and subsidiaries.

As consideration for structuring the Facility, the Borrower has paid to the Administrative Agent, a non-refundable fee (the “Structuring Fee”) of $1.0 million. In addition, upon funding of the Facility, the Borrower will pay the Administrative Agent an arrangement fee (the “Arrangement Fee”) of an aggregate amount not to exceed 3.0% of the gross cash proceeds of the Facility and the aggregate amount of the Structuring Fee paid to the Administrative Agent shall be credited against the Arrangement Fee. The Engagement Letter also provides that the Borrower will pay the Administrative Agent an annual administrative fee under the Facility in the amount of $250,000 (“the Administrative Fee”), with the first payment due on the Closing Date.

The foregoing description of the Engagement Letter is not complete and is qualified in its entirety by reference to the full text of the Engagement Letter attached as Exhibit 10.1 hereto.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No	Description

10.1	Buffets, Inc. $120.0 million Funded Senior Secured Exit Credit Facility Engagement Letter, dated February 6, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 3, 2009
	BUFFETS HOLDINGS, INC.
	By:	/s/ A. Keith Wall
		Name: A. Keith Wall
		Title: Chief Financial Officer

Dated: March 9, 2009

	BUFFETS HOLDINGS, INC.


	By:	/s/ A. Keith Wall
		Name: A. Keith Wall
		Title: Chief Financial Officer

INDEX OF EXHIBITS

Exhibit No.		Description
Exhibit No	Description
99.1		Monthly Operating Report, for the period from January 15, 2009 through February 11, 2009, for Buffets Holdings, Inc.
10.1	Buffets, Inc. $120.0 million Funded Senior Secured Exit Credit Facility Engagement Letter, dated February 6, 2009.

Filing Compare · BUFFETS HOLDINGS, INC.