Potbelly Corporation (PBPB) entered a merger agreement on September 10, 2025, to be acquired by RaceTrac, Inc. in an all-cash deal, valued at $566 million.
Hero Sub Inc., a wholly-owned subsidiary of RaceTrac, will commence a tender offer to acquire all outstanding shares of Potbelly for $17.12 per share in cash, representing a premium of 32.41% from the stock’s last close.
Potbelly is a Chicago-based fast-casual restaurant chain that owns, operates, and franchises neighborhood sandwich shops across the U.S., serving toasted sandwiches, salads, shakes, and fresh menu items in over 445 locations.
RaceTrac is a family-owned convenience store and fuel retailer based in Atlanta, operating more than 800 RaceTrac and RaceWay locations, along with Gulf-branded sites, across the United States and Puerto Rico.
The deal is expected to close in the fourth quarter of 2025.
Potbelly was advised financially by Piper Sandler and represented legally by Kirkland & Ellis. RaceTrac received financial guidance from BofA Securities, while Kilpatrick Townsend & Stockton served as its legal counsel.
The purchase price by RaceTrac reflects 20.19 times the EBITDA of Potbelly.
For comprehensive details on this merger and acquisition transaction, visit the Deal Metrics page at this link:
Deal Metrics for the acquisition of Potbelly Corporation (PBPB) by RaceTrac, Inc.
The Deal Metrics page includes:
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Editor’s Note: Baranjot Kaur contributed to this article