Overview

• RaceTrac will pay $17.12 per share for Potbelly, representing roughly a 47% premium to the company’s 90‑day volume-weighted average price.
• Potbelly’s board unanimously recommends that shareholders tender their stock, and directors and executives have agreed to tender about 11% of outstanding shares.
• The companies expect to close the transaction in the fourth quarter subject to shareholder and regulatory review, and they will operate independently until completion.
• Potbelly shares rose more than 30% toward the offer price after the deal was announced.
• RaceTrac operates 800-plus RaceTrac and RaceWay locations and around 1,200 Gulf sites, while Potbelly runs about 445 shops with franchise-led growth plans, and both cite complementary strengths in real estate, franchising and operations.