Starboard Value’s $200 Million Investment in Papa John’s International Inc.

Lazard and BofA Merrill Lynch are acting as financial advisors to the Special Committee of the Papa John’s Board of Directors. Akin Gump Strauss Hauer & Feld LLP is legal counsel to the Special Committee, and Hogan Lovells US LLP is legal counsel to the Company.

Papa John’s International, Inc. (NASDAQ: PZZA) has entered into a securities purchase agreement with Starboard Value LP pursuant to which Starboard is making a $200 million strategic investment in the Company with the option to make an additional $50 million investment through March 29, 2019, as described below.

In connection with the investment, the Papa John’s Board of Directors is expanding to include two new independent directors, including Jeffrey C. Smith, Chief Executive Officer of Starboard, who has been appointed Chairman of the Papa John’s Board, and Anthony M. Sanfilippo, former Chairman and Chief Executive Officer of Pinnacle Entertainment, Inc. These directors bring substantial experience in the restaurant, retail and hospitality industries, with skill sets spanning operational turnarounds, corporate finance and corporate governance. Their expertise and new perspectives will help support the Company’s strategy to capitalize on its differentiated “BETTER INGREDIENTS. BETTER PIZZA.” market position and build a better pizza company for the benefit of its shareholders, team members, franchisees and customers. In addition, Papa John’s President and Chief Executive Officer Steve Ritchie has been appointed to the Board. With the addition of the new directors, the Board will comprise nine directors, seven of whom are independent.

The Schulte team advising Starboard is led by Eleazer Klein, partner and co-chair of the firm’s global Shareholder Activism Group, and M&A and securities partner F. Xavier Kowalski. The team also included special counsel Clara Zylberg and associate David Rothenberg.

Hogan Lovells advised Papa John’s with a team including John Beckman, corporate and securities attorneys Joe Connolly, Alan Dye, Alex Bahn, Tiffany Posil, Peter Trentman, Weston Gaines, Brendan Oldham and Nick Eckstein.

Akin Gump Advises Special Committee of Papa John’s Board with a team including corporate partner Daniel Fisher, with significant assistance from partner Gerald Brant, corporate counsel Kimberly Donnelly Rowe and associates Brittany Harrison and Natasha Biller Burnett.

Involved fees earner: Natasha Biller Burnett – Akin Gump; Gerald Brant – Akin Gump; Kimberly Donnelly Rowe – Akin Gump; Daniel Fisher – Akin Gump; Brittany Harrison – Akin Gump; Alex Bahn – Hogan Lovells; John Beckman – Hogan Lovells; Joseph Connolly – Hogan Lovells; Alan Dye – Hogan Lovells; Nicholas Eckstein – Hogan Lovells; Weston Gaines – Hogan Lovells; Brendan Oldham – Hogan Lovells; Tiffany Posil – Hogan Lovells; Peter Trentman – Hogan Lovells; Eleazer Klein – Schulte Roth & Zabel; Xavier Kowalski – Schulte Roth & Zabel; David Rothenberg – Schulte Roth & Zabel; Clara Zylberg – Schulte Roth & Zabel;

Law Firms: Akin Gump; Hogan Lovells; Schulte Roth & Zabel;

Clients: Papa John’s International Inc; Papa John’s International Inc’s Special Committee; Starboard Value;