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Fairness Opinion Detail

Potbelly Corp to Race Trac

Restaurants/Sep 2025/Piper Sandler

Deal Information

Target
Potbelly Corp
Acquiror
Race Trac
Sector
Restaurants
Target Type
Public
Acquiror Type
Strategic
Advisors
Piper Sandler

Transaction Metrics

Enterprise Value
$594M
EV / LTM Sales
1.3x
EV / LTM EBITDA
21.5x
EV / Fwd EBITDA
20.4x

Advisor Transaction Comparables

Comparable transactions cited by the advisor, excluding the subject transaction.

Advisor: Piper Sandler

18 comps
Aug 2025Philz Coffee
(2) Represents proprietary multiple. (1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Freeman Spogli & Co.$145M---
Aug 2023Fiesta Restaurant Group
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Authentic Restaurant Brands$193M-8.3x-
Dec 2021Del Taco Restaurants
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Jack in the Box$573M-11.0x-
Nov 2021Firehouse Restaurant Group
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Restaurant Brands International$1.0B-20.0x-
Jan 2020The Habit Restaurants
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Yum! Brands$385M-11.8x-
Apr 2019Papa Murphy's Holdings
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
MTY Food Group$186M-8.4x-
Nov 2018Global Franchise Group
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Lion Capital, Serruya Private Equity$400M-8.6x-
Nov 2018Bojangles'
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Durational Capital, The Jordan Company$754M-11.1x-
Sep 2018Sonic Corp.
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Inspire Brands$2.3B-16.1x-
Aug 2018Zoe's Kitchen
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
CAVA Group$298M-16.3x-
Aug 2018Jamba
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
FOCUS Brands$203M-15.1x-
Dec 2017Qdoba Restaurant Corporation
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Apollo Global Management$305M-5.3x-
Sep 2017Cafe Rio Mexican Grill
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Freeman Spogli & Co.$280M-13.2x-
Mar 2017Checkers & Rally's Restaurants
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Oak Hill Capital Partners$525M-11.0x-
Feb 2017Popeyes Louisiana Kitchen
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Restaurant Brands International$1.8B-20.9x-
May 2016Kahala Brands
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
MTY Food Group$327M-10.5x-
May 2016Krispy Kreme Doughnuts
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
JAB Holding Company$1.3B-16.9x-
Mar 2015Del Taco Holdings
(1) Represents EBITDA adjusted for disclosed non-recurring items and burdened for stock based compensation.
Levy Acquisition Corp.$500M-8.2x-
Mean-12.5x-
Median-11.1x-