RaceTrac agrees to acquire sandwich chain Potbelly for $566m

Core Viewpoint - RaceTrac, a US convenience store operator, has agreed to acquire Potbelly, a sandwich chain, for $566 million, offering a premium of 47% over Potbelly's recent stock price [1][2]. Group 1: Acquisition Details - RaceTrac will make a tender offer to purchase all outstanding shares of Potbelly at $17.12 each [1]. - The deal is expected to be completed in the fourth quarter of 2025, with RaceTrac planning to buy any remaining shares not tendered through a second-step merger at the same price [3]. - Potbelly's board has unanimously recommended that shareholders tender their shares, with company directors and executives holding about 11% of the total outstanding stock agreeing to do so [2]. Group 2: Company Background - Potbelly, founded in 1977 and based in Chicago, operates over 445 locations across the US and aims to expand to 2,000 shops in the future [4]. - RaceTrac, headquartered in Atlanta, operates more than 800 convenience stores in 14 states and manages 1,200 Gulf-branded fueling outlets [4]. Group 3: Strategic Intent - Potbelly's president and CEO emphasized that the acquisition will enhance franchise-led growth and provide immediate value to shareholders [2]. - RaceTrac's CEO expressed excitement about combining the two companies to expand their family of convenience-driven brands while maintaining Potbelly's unique neighborhood sandwich shop experience [5][6].