Cleary Gottlieb advises ADIA subsidiary on Jersey Mike’s IPO

Cleary Gottlieb represented a wholly owned subsidiary of the Abu Dhabi Investment Authority (“ADIA Subsidiary”) in the initial public offering of shares of Class A Common Stock in Jersey Mike’s Subs Inc. (“Jersey Mike’s”).

The IPO consists of the registered public offering of 43,478,261 shares of Jersey Mike’s Class A Common Stock, pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. Jersey Mike’s issued and sold 13,782,609 shares, and selling stockholders sold 29,695,652 shares. The underwriters have a 30-day option to purchase up to an additional 6,521,739 shares (i.e., 15 per cent of the base offering size) from the selling stockholders (including the ADIA Subsidiary).

The proceeds of USD1.09 billion makes this the second-largest U.S.-listed restaurant IPO of all time, behind only Arcos Dorados Holdings (the world’s biggest McDonald’s franchisee).

This IPO represents a landmark public market debut for one of the fastest-growing restaurant brands in America.

Cleary Gottlieb previously advised a wholly owned subsidiary of ADIA in its initial investment in Jersey Mike’s, alongside Blackstone, in 2025.

The Cleary corporate team included partners Mohamed Taha and Chris Macbeth and associates Misthura Otubu, Magda Aref, and Kay Hechaime. Partner Alexander van der Gaag and associate Pritika Advani advised on finance matters. Partners Bill McRae and Swift Edgar and associates Sharon Wang and Adam Girts advised on tax matters.