Sullivan & Cromwell and Paul Weiss advise on Roark Capital’s acquisition of Subway

Deal could value US fast food chain at about $9.55bn subject to financial performance, according to reports

Roark Capital adds Subway to its portfolio of US restaurant franchises Shutterstock

Sullivan & Cromwell and Paul Weiss Rifkind Wharton & Garrison are advising on private equity firm Roark Capital’s acquisition of US fast food chain Subway.

Sullivan & Cromwell is advising Subway, while Paul Weiss is advising Roark Capital, a US restaurant franchise specialist which also owns brands including The Cheesecake Factory, Arbys, Baskin-Robbins and Dunkin Donuts.

The deal could value the sandwich-maker at up to $9.55bn including debt and subject to financial performance targets, Reuters reported. This so-called earn-out structure will reduce the amount paid if Subway doesn’t hit those financial targets. Subway is currently owned by two families – the DeLuca and Buck families – who had been hoping to achieve a valuation north of $10bn, Reuters reported. Financial terms were not disclosed, with the deal contingent on regulatory approvals and customary closing conditions.

Sullivan & Cromwell said the deal will “significantly expand Subway’s global presence” and allow it to focus on sales growth, menu innovation and broader restaurant improvements.

The Sullivan team on the deal included global head of M&A Melissa Sawyer, M&A partner Frank Aquila and M&A associate Lisa Morales.

The Paul Weiss team was led by New York-based corporate partners Jeffrey Marell and Sarah Stasny, with support from corporate partners Monica Thurmond, Suhan Shim, Charles Pesant, Victoria Forrester, Robert Zochowski, Marco Masotti and Aaron Schlaphoff, and counsels Stephen Koo, David Sobel, Mikhel Schecter, Hilary Christian, Andrew Day and Jennifer Songer. Tax advice was provided by partners Matthew Jordan and Scott Sontag, while litigation matters were handled by partners Jacqueline Rubin, Andrew Finch, Roberto Finzi and Paul Brachman, and counsel Jared Nagley. Antitrust advice was provided by counsel Marta Kelly, while executive compensation partner Lawrence Witdorchic, intellectual property partner Claudine Meredith-Goujon and counsel Elana Bensoul also advised on the transaction.

Sullivan & Cromwell topped Refinitiv’s global M&A rankings by deal value in the first half of the year. It recently advised French luxury giant Kering on its acquisition of perfume maker Creed.

Paul Weiss, meantime, recently advised on two major pharmaceutical transactions: Merck’s acquisition of Prometheus Biosciences and GSK’s acquisition of Canadian drugmaker Bellus. In April the firm also advised World Wrestling Entertainment (WWE) on its proposed merger with the Ultimate Fighting Championship (UFC). 

Email your news and story ideas to: