When does Jersey Mikes expect to finalize its preliminary purchase price allocation accounting for the acquisition?
Jersey_Mikes Franchise · 2025 FDDAnswer from 2025 FDD Document
25, the date these financial statements were available for issuance, for consideration as a subsequent event to be included in the accompanying financial statements.
On November 8, 2024, the Master Issuer and its equity holders entered into an Equity Purchase Agreement with Submarine Buyer LLC (the "Buyer"), a Delaware limited liability company controlled by affiliates of Blackstone Inc. Pursuant to the Equity Purchase Agreement, Jersey Mike's Inc. ("Seller") formed a new Delaware limited liability company, Jersey Mike's HoldCo LLC, to indirectly hold 100% of the equity interests of the Company (the "Transaction"). On January 16, 2025, the Master Issuer was acquired for an enterprise value of $8.0 billion which includes a maximum additional $250 million in cash and is payable upon reaching certain earnout conditions or upon a change in control event. As of the date these financial statements are available to be issued, the preliminary purchase price allocation
Source: Item 22 — CONTRACTS (FDD page 77)
What This Means (2025 FDD)
According to Jersey Mike's 2025 Franchise Disclosure Document, Jersey Mike's was acquired on January 16, 2025, for an enterprise value of $8.0 billion, which includes a maximum additional $250 million in cash payable upon reaching certain earnout conditions or a change in control event. As of March 14, 2025, the preliminary purchase price allocation accounting for this transaction was not yet complete.
Jersey Mike's anticipates finalizing its analysis within the measurement period, which extends up to one year from the acquisition date. This means the final purchase price allocation is expected to be completed by January 16, 2026.
This delay in finalizing the purchase price allocation is not uncommon in large acquisitions. The measurement period allows Jersey Mike's to thoroughly assess the fair values of all assets acquired and liabilities assumed in the transaction. This assessment is crucial for accurate financial reporting and future business decisions.