Overview

• RaceTrac will launch a tender offer at $17.12 per share through its subsidiary Hero Sub Inc. to buy all outstanding Potbelly stock.
• Potbelly’s board unanimously recommends the offer, and directors and executives agreed to tender shares representing about 11% of the company.
• The companies expect to close the transaction in the fourth quarter subject to regulatory review and shareholder tender conditions, with both operating independently until then.
• Potbelly shares jumped more than 30% on the announcement, and the offer reflects roughly a 47% premium to the company’s 90‑day volume-weighted average price.
• The deal would take Potbelly private as RaceTrac adds a restaurant brand to a network of 800-plus convenience stores, while Potbelly pursues long-term growth from about 445 shops toward a 2,000-store goal.