ADIA Subsidiary in Billion Dollar Jersey Mike’s IPO

Cleary Gottlieb represented a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA Subsidiary) in the initial public offering (IPO) 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 will issue and sell 13,782,609 shares, and selling stockholders will sell 29,695,652 shares. The underwriters have a 30-day option to purchase up to an additional 6,521,739 shares (i.e., 15% of the base offering size) from the selling stockholders (including the ADIA Subsidiary).

With proceeds of $1 billion, the Jersey Mike’s IPO is the largest U.S. restaurant IPO ever, represents the highest market capitalization of any restaurant company at IPO, and is the largest consumer retail IPO since 2024.

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

Cleary previously advised the ADIA Subsidiary 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.