| General Information | Case Information | Claim Form | Important Materials | Key Parties | Other |
General Information
On April 4, 2011, Sbarro, Inc. and twenty-seven (27) affiliated companies (collectively, the "Debtors") filed petitions in the United States Bankruptcy Court for the Southern District of New York seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Shelley C. Chapman. These cases are being jointly administered for procedural purposes, meaning that all pleadings filed in these cases will be reflected on case docket for Sbarro, Inc., Case No. 11-11527 (the "Main Case Docket"). The Main Case Docket can be accessed through the website maintained by the United States Bankruptcy Court for the Southern District of New York at http://www.nysb.uscourts.gov. An unofficial version of the Main Case Docket is accessible by selecting the "Docket" link at the top of this page.
Important Phone Numbers
Call Center Hotline: 1-877-835-1721
Non-U.S./Non-Canada: 1-503-597-7707
Debtors
| Lead Debtor: | ||||
| Sbarro, Inc. | Case No.: | 11-11527 | ||
| Related Debtors | ||||
| Carmela's of Kirkman Operating, LLC | Case No.: | 11-11528 | ||
| Carmela's of Kirkman LLC | Case No.: | 11-11529 | ||
| Carmela's, LLC | Case No.: | 11-11530 | ||
| Corest Management, Inc. | Case No.: | 11-11531 | ||
| Demefac Leasing Corp. | Case No.: | 11-11532 | ||
| Larkfield Equipment Corp. | Case No.: | 11-11533 | ||
| Las Vegas Convention Center LLC | Case No.: | 11-11534 | ||
| Sbarro America Properties, Inc. | Case No.: | 11-11535 | ||
| Sbarro America, Inc. | Case No.: | 11-11536 | ||
| Sbarro Blue Bell Express LLC | Case No.: | 11-11537 | ||
| Sbarro Commack, Inc. | Case No.: | 11-11538 | ||
| Sbarro Express LLC | Case No.: | 11-11539 | ||
| Sbarro Holdings, LLC | Case No.: | 11-11540 | ||
| Sbarro New Hyde Park, Inc. | Case No.: | 11-11541 | ||
| Sbarro of Las Vegas, Inc. | Case No.: | 11-11542 | ||
| Sbarro of Longwood, LLC | Case No.: | 11-11543 | ||
| Sbarro of Virginia, Inc. | Case No.: | 11-11544 | ||
| Sbarro Pennsylvania, Inc. | Case No.: | 11-11545 | ||
| Sbarro Properties, Inc. | Case No.: | 11-11546 | ||
| Sbarro's of Texas, Inc. | Case No.: | 11-11548 | ||
| Sbarro Venture, Inc. | Case No.: | 11-11547 | ||
| Umberto at the Source, LLC | Case No.: | 11-11549 | ||
| Umberto Deer Park, LLC | Case No.: | 11-11550 | ||
| Umberto Hauppauge, LLC | Case No.: | 11-11551 | ||
| Umberto Hicksville, LLC | Case No.: | 11-11552 | ||
| Umberto Huntington, LLC | Case No.: | 11-11553 | ||
| Umberto White Plains, LLC | Case No.: | 11-11554 | ||
Proofs of Claim
The deadline for filing of proofs of claim against the Debtors in these cases has been set by the Bankruptcy Court as follows:General Bar Date, including 503(b)(9) Claims: July 8, 2011 at 5:00 p.m. (prevailing Eastern Time)
Governmental Bar Date: October 3, 2011 at 5:00 p.m. (prevailing Eastern Time)
Completed forms must be sent to:
| If by first-class mail: |
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Sbarro, Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC PO Box 4601, Grand Central Station New York, NY 10163-4601 |
| If by Hand Delivery or Overnight mail: |
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Sbarro, Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, 3rd Floor New York, NY 10017 |
A blank proof of claim form can be obtained here.
Press Releases
To Implement Restructuring, Company Initiates Voluntary Chapter 11 Reorganization Proceedings with Commitment for $35 Million New Money DIP Financing Facility Provided by Certain Existing First-Lien Lenders
MidOcean Partners and Ares Management to Backstop $30 Million Rights Offering to Help Consummate the Reorganization Plan
Sbarro's Operations Remain Strong - Expects Solid FY11 Revenue Performance and Normal Operations to Continue
Melville, NY - April 4, 2011 - Sbarro, Inc., and its domestic subsidiaries, (the "Company"), today announced that it has reached agreement with all of its second-lien secured lenders and approximately 70 percent of its senior noteholders on the terms of a reorganization plan that will eliminate approximately $200 million of debt. This amount represents more than half of the Company’s total indebtedness- significantly improving the Company’s capital structure and operating flexibility.
To facilitate its restructuring, the Company has commenced a voluntary, pre-arranged filing under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Company will use Chapter 11 to reorganize its debts, and ensure its long-term financial health, while continuing to operate in the normal course of business without interruption during the restructuring process.
In conjunction with the filing, the Company is seeking Court approval to enter into a $35 million debtor-in-possession (DIP) financing agreement it has secured with certain of its existing first-lien lenders. The DIP financing together with the Company's cash flow from operations will provide Sbarro with sufficient liquidity to meet its post-petition operating expenses and maintain normal operations. Sbarro’s first lien lenders are not parties to the restructuring agreement, and the Company is in ongoing discussions with these lenders regarding the terms of proposed exit financing.
Under the proposed restructuring, the Company expects to reduce its current debt obligations by approximately $200 million to approximately $175 million, by converting all of its existing second-lien debt and senior notes to equity. The Company is proposing that the remaining debt continue to be held by the existing first-lien lenders, with the maturity of that debt extended through the fifth anniversary of the Company's emergence from Chapter 11. MidOcean Partners III, L.P. and Ares Corporate Opportunities Fund II, LP have agreed to backstop a $30 million rights offering, the proceeds of which will be used to repay the DIP and provide the reorganized business with additional equity capital and liquidity.
"We believe this plan represents the best opportunity for Sbarro to clear a path for future growth by restructuring its debt in an effective and timely manner," said Nicholas McGrane, Interim President and Chief Executive Officer of Sbarro, Inc. "We are a strong company with one of the most recognizable restaurant brands in the world. Since the first Sbarro opened over 50 years ago, the Company has grown into America's #1 quick service Italian restaurant franchise with over 1,000 locations across more than 40 countries. We look forward to emerging from this process as quickly as possible with a capital structure that will firmly position us for continued long-term success. We greatly appreciate the ongoing support of our existing stakeholders, customers, suppliers, landlords and franchisees. Their continued backing has been, and will continue to be, an integral factor in our success."
The Company is being advised by Kirkland & Ellis LLP, its legal counsel, and Rothschild, Inc., its financial advisor.
For more information about the reorganization, please visit: http://www.sbarro.com.
About Sbarro, Inc.
Based in Melville, New York, we are the world's leading Italian quick service restaurant concept and the largest shopping mall-focused restaurant concept in the world. We have more than 1,000 restaurants in more than 40 countries. Sbarro restaurants feature a menu of popular Italian food, including pizza, a selection of pasta dishes and other hot and cold Italian entrees, salads, sandwiches, drinks and desserts. Additional information is available at http://www.sbarro.com.
Forward-looking statements
This press release contains "forward-looking statements," within the meaning of the federal securities laws that involve risks and uncertainties. All statements herein that address activities, events, conditions or developments that the Company expects or anticipates will or may occur in the future are generally forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements or transactions of the Company and its affiliates to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include: (i) the occurrence of any event, change or other circumstance that could give rise to the termination of any of the agreements entered into with the Company's stakeholders regarding the proposed plan of reorganization, (ii) the risk that the proposed reorganization and the restructuring of its debt will not be accomplished on the terms proposed or at all as a result of future developments, including the Company's future financial performance, decisions of the bankruptcy court and actions and decisions of the Company's various creditor groups, (iii) the Company’s ability to successfully address the debt held by its existing first-lien lenders, and (iv) the impact of the bankruptcy filing and the bankruptcy process on the Company’s operations and financial condition, including its liquidity. Other factors are described in the Company’s prior filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.
Media Contacts:
Jim Barron / Nathaniel Garnick
Sard Verbinnen & Co
212-687-8080
Frequently Asked Questions
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Why did I receive the Notice of Occurrence of Effective Date of Chapter 11 Plan of Reorganization?The Effective Date Notice provides information on various matters in the Sbarro case. It tells you that Sbarro’s chapter 11 plan of reorganization (the “Plan”) was confirmed by the Bankruptcy Court and the Effective Date has occurred. It also informs you of the deadlines to file claims for administrative expenses and rejection damages.
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When did the Court enter the Order Confirming the Plan? / When did the Plan Confirm?The Bankruptcy Court entered an order confirming Sbarro’s Plan on November 17, 2011.
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When did the Plan go Effective?The Bankruptcy Court entered an order confirming Sbarro’s Plan on November 17, 2011.
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What does “Effective Date” mean?The Effective Date is the date Sbarro emerged from the chapter 11 cases and return to normal course operations. In Sbarro’s Plan, the Effective Date is defined as “the date selected by the Debtors on which: (a) no stay of the Confirmation Order is in effect; and (b) all conditions specified in Article VIII.A have been (i) satisfied or (ii) waived pursuant to Article VIII.A. ”
You can view a copy of the Plan free of charge on Epiq’s website for further details. That website is http://dm.epiq11.com/Sbarro. Click on the “Key Documents” hyperlink in the middle of the page and then search for the Plan.
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When is the Administrative Claims Bar Date?The Administrative Claims Bar Date is January 12, 2012. Administrative Claims must be filed with the Bankruptcy Court and served on Sbarro no later than January 12, 2012. Please refer to paragraph number 5 on the third page of the Effective Date Notice for details.
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What is an Administrative Claim?In general, an administrative claim is a claim for goods sold or service provided on or after the date the chapter 11 case is commenced, otherwise known as the “Petition Date.” Sbarro’s chapter 11 cases commenced on April 4, 2011. More specifically, Sbarro’s Plan defines an “Administrative Claim” as “a Claim . . . for costs and expenses of administration under sections 503(b), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors and (b) Accrued Professional Compensation (to the extent Allowed by the Bankruptcy Court).”
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Where do I send my Administrative Claim?You must docket your claim with the Bankruptcy Court and serve it on Sbarro. The website for the Bankruptcy Court is http://www.nysb.uscourts.gov
Send your claim to:
1. Epiq:
If sent by first class mail, please send to:
Sbarro, Inc. Claims Processing Center C/O Epiq Bankruptcy Solutions, Llc Fdr Station, P.O. Box 4601 New York, New York 10162-4601 If sent by overnight courier or for hand deliveries, please send to: Sbarro, Inc. Claims Processing Center C/O Epiq Bankruptcy Solutions, Llc 757 Third Avenue, 3Rd Floor New York, New York 10017
2. Sbarro:
Kirkland & Ellis LLP Attn: Edward Sassower, Esq. and Nicole Greenblatt, Esq. 601 Lexington Avenue New York, NY 10022-4611/B>
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When is the Rejection Damages Claims Bar Date?The Rejection Damages Claims Bar Date is December 28, 2011. Rejection claims need to be docketed with the Bankruptcy Court and served on Epiq on or before December 28, 2011. Please refer to paragraph number 4 on the second page of the Effective Date Notice for details.
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What is a Rejection Damages Claim?A rejection damages claim is a claim arising from the rejection of any executory contract or unexpired lease pursuant to the Plan.
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Where do I send my Rejection Damages Claim?You must docket your claim with the Bankruptcy Court and serve it on Sbarro. The website for the Bankruptcy Court is http://www.nysb.uscourts.gov
If sent by first class mail, please send to:
Sbarro, Inc. Claims Processing Center C/O Epiq Bankruptcy Solutions, Llc Fdr Station, P.O. Box 4601 New York, New York 10162-4601 If sent by overnight courier or for hand deliveries, please send to: Sbarro, Inc. Claims Processing Center C/O Epiq Bankruptcy Solutions, Llc 757 Third Avenue, 3Rd Floor New York, New York 10017
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What is the status of the case?On November 17, 2011, the Bankruptcy Court entered an order confirming the First Amended Joint Chapter 11 Plan of Reorganization of Sbarro, Inc. and Its Debtor Affiliates (the “Plan”). On November 28, 2011, pursuant to the satisfaction of the conditions set forth in Article VIII of the Plan, the “Effective Date” occurred, the Plan was substantially consummated and Sbarroemerged from chapter 11 as a reorganized enterprise.
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How do I obtain a copy of the Plan/Disclosure Statement/order confirming the Plan?A copy of the Plan, Disclosure Statement and the order confirming the Plan are available on Epiq’s website, http://dm.epiq11.com/Sbarro. Click on the “Key Documents” hyperlink. A pdf copy of each document is available on that page.
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How much will I receive for my claim?Under the Plan, allowed administrative and priority claims will receive 100% of the allowed amount of such claims in accordance with the Plan.
Allowed secured claims will either receive (a) 100% of the allowed amount of such claims in accordance with the Plan, (b) the collateral securing the claim or (c) such other treatment rendering such Claim unimpaired in accordance with section 1124 of the Bankruptcy Code.
Allowed unsecured claims in Class 5 will receive their pro rata share of $500,000.
Unsecured Claims in Class 6 will not receive any distribution under the Plan.
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How do I know if I have an administrative, priority or secured claim?Generally speaking, you have an administrative, priority or secured claim if you (a) (i) were scheduled for such a claim in Sbarro’s schedules of assets and liabilities and (ii) such scheduled amount was not listed as contingent, unliquidated and/or disputed and (iii) you did not file a proof of claim relating to such claim; or (b) you filed a proof of claim for an administrative, priority, secured claim and either (i) Sbarro allows the claim as filed or (ii) the Bankruptcy Court enters an order allowing the claim as an administrative, priority or secured claim.
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Do I have an allowed administrative, priority or secured claim?We do not have that information at this time. Sbarro is diligently reviewing all of the administrative, priority and secured claims, and expect that its review will be complete early next year. If Sbarro objects to your claim, you will receive written notice of that objection and information on how to respond to the objection.
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When can I expect to receive a distribution on my allowed administrative, priority or secured claim?Sbarro is diligently reviewing all of the administrative, priority and secured claims. Sbarro expects that its review will be complete early next year. After its review, Sbarro anticipates making distributions to those claims that are allowed as filed. For those claims to which Sbarro objects, Sbarro anticipates filing a motion objecting to such claims with the Bankruptcy Court. If your claim is objected to, you will receive notice of the objection and information on how to respond to the objection. After the Bankruptcy Court rules on such objection, Sbarro will make a distribution with respect to such objected-to claims to the extent that any amounts are allowed.
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What is the difference between a Class 5 unsecured claim and a Class 6 unsecured claim?Class 5 consists of primarily, but no exclusively, general unsecured claims directly related to and arising solely from the receipt of goods and services by Sbarro held by persons with whom Sbarro is conducting, and will continue to conduct, business as of the Effective Date.
Class 6 consists of general unsecured claims that are not in Class 5.
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So is my unsecured claim in Class 5 or Class 6?We do not have that information at this time. Sbarro is diligently reviewing its unsecured claims to determine which claims are in Class 5 and which are in Class 6. Please note that if you received a Class 5 ballot with your solicitation package in October of this year, the claim that relates to that ballot may ultimately end up in Class 5.
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I am a holder of a Class 5 claim. When can I expect to receive a distribution?The final calculation of each pro rata claim distribution amount is subject to a pending claim objection that Sbarro expects to be resolved no later than early January. Sbarro anticipates making distributions to allowed Class 5 claimants shortly after the pending claim objection is resolved.
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How do I know if my claim is subject to a pending objection?If your claim is subject to an objection, you should have received written notice of the objection in the mail. You may also review a copy of the fourth omnibus objection to noncompliant claims, docket #730, on our website, http://dm.epiq11.com/Sbarro, under the Docket link.
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I am a holder of a Class 6 claim. When can I expect to receive a distribution?Unsecured claims in Class 6 will not receive any distribution under the Plan.
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What is Chapter 11?Chapter 11 is a section of the United States Bankruptcy Code that provides businesses the ability to operate in the normal course while, in our case, working with our lenders to reorganize our debt under court supervision. Chapter 11 provides an orderly way for companies to address their financial issues while continuing day-to-day operations.
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Why did Sbarro, Inc. file to reorganize under Chapter 11 of the U.S. Bankruptcy Code?The Company took this action to reorganize its debts and ensure its long-term financial health, while continuing to operate in the normal course of business and without interruption. As a result of the chapter 11 process, we significantly improved the Company’s financial stability and operating flexibility, better positioning the Company to take advantage of the many opportunities in front of us.
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Which entities were included in the filing?The Company and its domestic subsidiaries filed. The Company’s international operations, joint ventures or franchises were not included.
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How did this effect Sbarro, Inc.’s operations outside the US?The chapter 11 filings did not affect the Company’s international operations, joint ventures or franchises.
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Where can I find Chapter 11 case information?
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I have been contacted by a person/entity wishing to buy my claim against Sbarro. What should I do?Whether or not you sell your claim against Sbarro is up to you. You are not required to sell your claim. Sbarro makes no recommendation or representation as to whether or not you should sell your claim.
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What happens if I do sell my claim?If you sell your claim, generally, you will not be entitled to any further recovery on account of the claim (other than the cash you receive from the sale), and you will no longer have any rights in the Debtors’ bankruptcy cases arising out of that claim.
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I want to sell my claim, but the offer is only for a fraction of the face value of the claim. Can I get more?Claims buyers typically purchase claims at a discount – that is, for less than the amount of the claim. The discount is dependent on numerous factors. If you are interested in selling your claim, you may want to contact numerous potential buyers in order to obtain the best possible price. Sbarro makes no recommendation or representation as to any particular claims buyer or the reasonableness of any price being offered for your claim. If you have a broker, please consult your broker for trading prices.
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What other claims buyers can I contact?Unfortunately Sbarro cannot provide any advice with respect to selling your claim, and makes no recommendation or representation as to any particular claims buyer.
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I received notice that I sold my claim, but I don’t believe I did.If you received notice that you sold your claim, and you do not believe that you sold your claim, you should contact your attorney immediately.
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Will suppliers continue to be paid for goods and services they provide to Sbarro, Inc. after the petition date?Yes. The Company must pay for goods and services that it receives in the ordinary course of business after the filing. Also, it is important to understand that pursuant to the United States Bankruptcy Code, suppliers are required to fulfill all contractual obligations to Sbarro, Inc.
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Will suppliers be paid for produce supplied to Sbarro, Inc. prior to the petition date?All produce covered by PACA (Perishable Agricultural Commodities Act) will be paid in full and will not be impacted.
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What is PACA (Perishable Agricultural Commodities Act)?PACA is an acronym for the Perishable Agricultural Commodities Act, which is a federal law that regulates the sale of produce. If you are unsure if you or your goods are covered by the PACA statute, please seek the advice of counsel.
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When will I receive payment for goods and services delivered after the bankruptcy date?All goods and services delivered after the bankruptcy filing date (April 4, 2011) will be paid according to established terms.
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What if I only want to be paid COD (cash on delivery)?Sbarro, Inc. will continue to pay supplier invoices under normal terms. The Company believes it is in the best interests of its suppliers to maintain business as usual.
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Can I take back my goods?No. Sbarro, Inc. understands your frustration, but bankruptcy law prohibits a seller from repossessing goods after a purchaser has filed. The Company recommends that you consult with your legal counsel before taking any such action.
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How can I get additional information?Further information will be posted as available on the Company’s restructuring website at http://dm.epiq11.com/Sbarro or you can always contact your Sbarro, Inc. representative.
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What happens to funds in my 401(k)?Your 401(k) remains unaffected.
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Who can I talk to if I have additional questions?There’s more information available on our website at http://dm.epiq11.com/Sbarro, including a press release and additional information on the chapter 11 process. If you have any additional questions not answered by these materials, please reach out to your supervisor.
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What if I am approached by the press or media?Should you receive any media inquiries regarding this situation, please direct them to Stuart Steinberg at ssteinberg@sbarro.com.
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What is the Bar Date?The Court set July 8, 2011 as the general Bar Date for filing claims in Sbarro’s bankruptcy cases.
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Even though the Bar Date has passed, can I still file a claim incurred before the petition date?Even though the Bar Date has passed, can I still file a claim incurred before the petition date? The general claims bar date was July 8, 2011. Pursuant to the Plan, on or after the Effective Date (November 28, 2011), except as provided therein, a claim may not be filed or amended without the prior authorization of the Bankruptcy Court or Sbarro, and, to the extent such prior authorization is not received, any such new or amended claim filed shall be deemed disallowed in full and expunged without any further action.
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WHAT IS THE PLAN?The Plan provides, among other things, the classification and treatment of creditors’ claims against the Debtors.
Important Phone Numbers
Call Center Hotline: 1-877-835-1721
Non-U.S./Non-Canada: 1-503-597-7707
Key Professionals
| Debtors' Counsel | ||||||||||
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Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 http://www.kirkland.com
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| Debtors' Counsel | ||||||||||
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Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654
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| Counsel to the Official Committee of Unsecured Creditors | ||||||||||
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Otterbourg, Steindler, Houston & Rosen, P.C. 230 Park Avenue New York, New York 10169
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Official Committee of Unsecured Creditors
Pursuant to Docket #67, the following creditors have been appointed to the Official Committee of Unsecured Creditors in these cases by the Office of the United States Trustee:
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GGP Limited Partnership Attn: Julie Minnick Bowden 110 North Wacker Drive Chicago, IL 60606 |
Pepsico Attn: Mike Bevilacqua 1100 Reynolds Boulevard Winston Salem, NC 27105 |
Performance Food Group, Inc. f/k/a Vistar Corporation Attn: Bradley W. Boe 12650 E. Arapahoe Road Centennial, CO 80108 |
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Simon Property Group, Inc. Attn: Ronald M. Tucker 225 W. Washington Street Indianapolis, IN 46204 |
The Bank of New York Attn: Martin Feig 101 Barclay Street, 8 West New York, NY 10286 |
U.S. Trustee
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Useful Links
| Debtor's Website: | http://www.sbarro.com |
Website Information
An unofficial version of the docket can be accessed through this website by selecting the "Docket" link at the top of this page. In addition, from time to time, certain key documents filed in these cases or otherwise made available by the Debtors will be available by selecting the "Key Documents" link above. Should you have any questions relating to this website, please feel free to contact us at 1-877-835-1721.
