These conditions, known as an earn-out, defer payment on part of the deal consideration, the sources familiar with the matter said.
The arrangement helped bridge a gap in the valuation expectations between Roark Capital and the DeLuca and Buck families that own Subway, according to the sources.
The deal will make Roark Capital one of the largest restaurant operators in the world.
Subway said in February it was exploring a possible sale, drawing interest from private equity firms including Roark, Advent International, TDR Capital and TPG as well as Goldman Sachs' asset management arm.
Roark and Subway have 12 months to close the deal, which has a 4% breakup fee, sources said.
Persons:
Roark, DeLuca, Buck, Jimmy John's, Neil Saunders, GlobalData, Goldman Sachs, Anirban Sen, Abigail Summerville, Deborah Sophia, Arun Koyyur
Organizations:
Roark Capital, TDR, Sycamore Partners, Brands, Baskin, Robbins, Buffalo Wild Wings, Subway, Advent, TDR Capital, TPG, Thomson
Locations:
U.S, North America, New York, Bengaluru