1️⃣ An earn-out agreement is a deal structure in which the seller of a business receives additional payments based on the business's future performance after the sale, typically tied to specific financial targets or milestones.    

2️⃣ To receive the entire deal amount, Subway's cash flow must meet specific milestones within a period extending beyond two years after the deal is completed. Excluding the earn-out component, the deal is valued at $8.95 billion.

Roark Capital, already a player in the restaurant industry with brands like Jimmy John's under its wing, believes that the restaurant market is too fragmented for this acquisition to raise competition concerns.

This acquisition comes at a crucial time for Subway, which has been actively revamping its operations, tackling outdated decor, and implementing a menu overhaul.

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With a recent 9.85% increase in same-store sales and approximately $800 million in EBIDTA over the last 12 months, Subway is showing promising signs of resurgence.

In a rapidly evolving fast-food landscape, Roark Capital's expertise in restaurant brands growth will undoubtedly be invaluable for Subway.