Transaction OverviewSbarro Inc • January 26th, 2007 • Retail-eating places
The Acquisition. On November 22, 2006, MidOcean SBR Holdings, LLC (“Holdings”), a Delaware limited liability company and an affiliate of MidOcean Partners III, L.P. and its affiliates (“MidOcean” or the “Sponsor”), MidOcean SBR Acquisition Corp. (“Acquisition Corp.”), a New York corporation and a wholly-owned subsidiary of Holdings, the Company and the shareholders of the Company (the “Sellers”), entered into an agreement and plan of merger (as may be amended or supplemented, “Merger Agreement”). Pursuant to the Merger Agreement, Acquisition Corp. will be merged with and into the Company (the “Merger”) in exchange for consideration of $450 million in cash, subject to certain adjustments (including an adjustment for the amount of any outstanding debt). In addition, Sellers are entitled to receive a distribution of the cash on hand of the Company that is in excess of the sum of $11 million, which is to remain in the business, plus all amounts required to be paid in connection with specia
