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Fairness Opinion Detail

PBPB FOOpen source

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-

DCF Assumptions

Discount rate and terminal value assumptions the advisor selected for its discounted cash flow analysis.

Piper Sandler

Open
WACC
12.8% – 17.8%
Terminal method
Exit multiple
Terminal assumption
10.3x – 12.3x (FY2029 Adjusted EBITDA)
Forecast basis
Updated Projections
Forecast period
second half of fiscal 2025 (third and fourth fiscal quarters of fiscal 2025) through fisc… more

second half of fiscal 2025 (third and fourth fiscal quarters of fiscal 2025) through fiscal year 2029

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