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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Franchise Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35588 Franchise Group, Inc. (Exact name of Issuer as specified in its c |
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| August 22, 2023 |
FRGA / Franchise Group, Inc. / Seeton Eric F. - SC 13D/A Activist Investment SC 13D/A 1 tm2324244d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Tiffany McMillan-McWaters Franchise Group, Inc. 109 Innovation Court, Suite J Delaware, OH |
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| August 21, 2023 |
Exhibit 3.2 FRANCHISE GROUP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AMENDED AND RESTATED BY-LAWS ARTICLE I. OFFICES. The registered office of Franchise Group, Inc. (the “Corporation”) shall be located in the state of Delaware and shall be at such address as shall be set forth in the Certificate of Incorporation. The registered agent of the Corporation at such address shall be as |
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| August 21, 2023 |
As filed with the Securities and Exchange Commission on August 21, 2023 As filed with the Securities and Exchange Commission on August 21, 2023 Registration No. |
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| August 21, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 4 Franchise Group, Inc. (Name of the Issuer) Franchise Group, Inc. Freedom VCM, Inc. Freedom VCM Holdings, LLC Freedom VCM Interco Holdings, Inc. Brian R. Kahn Vintage Opportunity Partners, L.P. Vintage Capital Management LLC Bria |
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| August 21, 2023 |
As filed with the United States Securities and Exchange Commission on August 21, 2023. As filed with the United States Securities and Exchange Commission on August 21, 2023. |
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| August 21, 2023 |
FRGA / Franchise Group, Inc. / RILEY BRYANT R - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment SC 13D/A 1 ea183937-13da3rileyfranch.htm AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Franchise Group, Inc. (Name of Issuer) Common Stoc |
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| August 21, 2023 |
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FRANCHISE GROUP, INC. * * * * * * * * Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FRANCHISE GROUP, INC. * * * * * * * * It is hereby certified that: 1. The name of the corporation (hereinafter called the “Corporation”) is Franchise Group, Inc. 2. The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on September 23, 2010, under the name |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 17, 2023 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 21, 2023 |
As filed with the Securities and Exchange Commission on August 21, 2023 As filed with the Securities and Exchange Commission on August 21, 2023 Registration No. |
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| August 21, 2023 |
As filed with the United States Securities and Exchange Commission on August 21, 2023. As filed with the United States Securities and Exchange Commission on August 21, 2023. |
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| August 21, 2023 |
Franchise Group, Inc. Announces Completion of Merger Exhibit 99.1 Franchise Group, Inc. Announces Completion of Merger Delaware, Ohio, August 21, 2023 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group,” “FRG” or the “Company”), today announced that a buyer group including members of the senior management team of the Company, led by Brian Kahn, the Company’s Chief Executive Officer, in a financial partnership with a consortium |
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| August 21, 2023 |
Franchise Group, Inc. 109 Innovation Court, Suite J Delaware, OH 43015 (740) 363-2222 August 21, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Franchise Group, Inc. — Form S-3 (File No. 333-257430) Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended, Franchise Group, Inc., a Delawa |
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| August 21, 2023 |
FRGA / Franchise Group, Inc. / Vintage Capital Management LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 24)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Vintage Capital Management, LLC 8529 Southpark Circle, Suite 150 Orlando, Florida 32819 (407) 592-8015 With a copy to: Russell Leaf, |
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| August 21, 2023 |
FRGA / Franchise Group, Inc. / Laurence Andrew M - SC 13D/A Activist Investment SC 13D/A 1 tm2324244d3sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Andrew M. Laurence 627 Harland St. Milton, MA 02186 With a copy to: Russell Leaf, Esq. Jare |
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| August 16, 2023 |
FRGA / Franchise Group, Inc. / Seeton Eric F. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Tiffany McMillan-McWaters Franchise Group, Inc. 109 Innovation Court, Suite J Delaware, OH 43015 (740) 363-2222 (Name, Address and Te |
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| August 14, 2023 |
Exhibit 99.3 CONFIDENTIAL B. Riley Private Shares 2023-2 QP, LLC c/o B. Riley Private Shares, Inc. 40 South Main, Suite 1800 Memphis, TN 38103 August 10, 2023 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of May 10, 2023 (the “Merger Agreement”), by and among Franchise Group, Inc., a Delaware corporation (the “Company”), Freedom VCM, Inc., a Delawar |
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| August 14, 2023 |
FRGA / Franchise Group, Inc. / RILEY BRYANT R - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CU |
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| August 11, 2023 |
FRGA / Franchise Group, Inc. / Rippel Douglas Richard - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securit |
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| August 11, 2023 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 d887627dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree and consent to the joint filing on their behalf of the Statement on Schedule 13D, including any amendments thereto, with respect to the shares of common stock of Franchise Group, Inc., and tha |
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| August 11, 2023 |
EX-99.3 3 d887627dex993.htm EX-99.3 Exhibit 99.3 B. Riley Private Shares 2023-2 QP, LLC c/o B. Riley Private Shares, Inc. 40 South Main, Suite 1800 Memphis, TN 38103 August 10, 2023 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of May 10, 2023 (the “Merger Agreement”), by and among Franchise Group, Inc., a Delaware corporation (the “Company”), Freed |
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| August 9, 2023 |
FRGA / Franchise Group, Inc. / RILEY BRYANT R - AMENDED SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CU |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| August 8, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 3 Franchise Group, Inc. (Name of the Issuer) Franchise Group, Inc. Freedom VCM, Inc. Freedom VCM Subco, Inc. Freedom VCM Holdings, LLC Freedom VCM Interco Holdings, Inc. Brian R. Kahn Vintage Opportunity Partners, L.P. Vintage Cap |
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| August 8, 2023 |
FRGA / Franchise Group, Inc. / AMERICAN FINANCIAL GROUP INC - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Joseph C. Alter, Esq. Assistant Vice President and Deputy General Counsel American Financial Group, Inc. 301 E. Fourth Street Cincinna |
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| August 8, 2023 |
FRGA / Franchise Group, Inc. / Vintage Capital Management LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Vintage Capital Management, LLC 8529 Southpark Circle, Suite 150 Orlando, Florida 32819 (407) 592-8015 With a copy to: Russell Leaf, |
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| August 8, 2023 |
FIRST AMENDMENT TO ROLLOVER CONTRIBUTION AGREEMENT Exhibit 99.3 FIRST AMENDMENT TO ROLLOVER CONTRIBUTION AGREEMENT This FIRST AMENDMENT, dated August 7, 2023 (this “Amendment”) to the Rollover Contribution Agreement, dated May 10, 2023, by and among Freedom VCM Holdings, LLC, a Delaware limited liability company (“Freedom VCM Holdings”), Brian R. Kahn, Vintage Opportunity Partners, L.P. (“Vintage LP”), Brian Kahn and Lauren Kahn Joint Tenants by E |
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| August 8, 2023 |
Franchise Group, Inc. Announces Second Quarter Fiscal Year 2023 Financial Results EXHIBIT 99.1 Franchise Group, Inc. Announces Second Quarter Fiscal Year 2023 Financial Results DELAWARE, Ohio, Aug. 08, 2023 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group,” “FRG” or the “Company”) today announced the financial results for its fiscal second quarter ended July 1, 2023. For the second quarter of fiscal 2023, total reported revenue for Franchise Group was ap |
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| August 8, 2023 |
FRGA / Franchise Group, Inc. / Laurence Andrew M - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Andrew M. Laurence 627 Harland St. Milton, MA 02186 With a copy to: Russell Leaf, Esq. Jared Fertman, Esq. Sean Ewen, Esq. Willkie Fa |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 1, 2023 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-35588 Franchise Group, Inc. ( |
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| August 8, 2023 |
Exhibit 99.4 B. Riley Private Shares 2023-2 QP, LLC c/o B. Riley Private Shares, Inc. 40 South Main, Suite 1800 Memphis, TN 38103 August 6, 2023 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of May 10, 2023 (the “Merger Agreement”), by and among Franchise Group, Inc., a Delaware corporation (the “Company”), Freedom VCM, Inc., a Delaware corporation |
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| August 8, 2023 |
Exhibit 99.4 Execution Version CONFIDENTIAL B. Riley Private Shares 2023-2 QP, LLC c/o B. Riley Private Shares, Inc. 40 South Main, Suite 1800 Memphis, TN 38103 August 6, 2023 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of May 10, 2023 (the “Merger Agreement”), by and among Franchise Group, Inc., a Delaware corporation (the “Company”), Freedom VCM |
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| August 8, 2023 |
FRGA / Franchise Group, Inc. / BERDING JOHN B - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) John B. Berding 301 E. Fourth Street Cincinnati, OH 45202 (513) 579-2556 (Name, Address and Telephone Number of Person Authorized to R |
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| August 8, 2023 |
FRGA / Franchise Group, Inc. / Seeton Eric F. - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Tiffany McMillan-McWaters Franchise Group, Inc. 109 Innovation Court, Suite J Delaware, OH 43015 (740) 363-2222 (Name, Address and Tel |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 8, 2023 |
FRGA / Franchise Group, Inc. / Haverkamp Joseph A - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Joseph A. Haverkamp 301 E. Fourth Street Cincinnati, OH 45202 (513) 579-2597 (Name, Address and Telephone Number of Person Authorized |
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| August 8, 2023 |
Exhibit 99.4 Execution Version CONFIDENTIAL B. Riley Private Shares 2023-2 QC, LLC c/o B. Riley Private Shares, Inc. 40 South Main, Suite 1800 Memphis, TN 38103 August 6, 2023 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of May 10, 2023 (the “Merger Agreement”), by and among Franchise Group, Inc., a Delaware corporation (the “Company”), Freedom VCM |
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| August 8, 2023 |
FIRST AMENDMENT TO ROLLOVER CONTRIBUTION AGREEMENT Exhibit 99.3 FIRST AMENDMENT TO ROLLOVER CONTRIBUTION AGREEMENT This FIRST AMENDMENT, dated August 7, 2023 (this “Amendment”) to the Rollover Contribution Agreement, dated May 10, 2023, by and among Freedom VCM Holdings, LLC, a Delaware limited liability company (“Freedom VCM Holdings”), Brian R. Kahn, Vintage Opportunity Partners, L.P. (“Vintage LP”), Brian Kahn and Lauren Kahn Joint Tenants by E |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| July 14, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| July 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 2 Franchise Group, Inc. (Name of the Issuer) Franchise Group, Inc. Freedom VCM, Inc. Freedom VCM Subco, Inc. Freedom VCM Holdings, LLC Freedom VCM Interco Holdings, Inc. Brian R. Kahn Vintage Opportunity Partners, L.P. Vintage Cap |
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| July 6, 2023 |
Troutman Pepper Hamilton Sanders LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308 troutman. |
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| July 6, 2023 |
Exhibit (C)(3) Preliminary Draft – Confidential Jefferies LLC Member SIPC The information provided in this document, including valuation discussions, represents the views of Jefferies Investment Banking. |
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| July 6, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| July 6, 2023 |
Exhibit (C)(6) Confidential Jefferies LLC Member SIPC The information provided in this document, including valuation discussions, represents the views of Jefferies Investment Banking. |
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| July 6, 2023 |
Exhibit (C)(1) Preliminary Draft – Confidential Jefferies LLC Member SIPC The information provided in this document, including valuation discussions, represents the views of Jefferies Investment Banking. |
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| July 6, 2023 |
Exhibit (C)(5) Confidential Jefferies LLC Member SIPC The information provided in this document, including valuation discussions, represents the views of Jefferies Investment Banking. |
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| July 6, 2023 |
Exhibit (C)(2) Preliminary Draft – Confidential Jefferies LLC Member SIPC The information provided in this document, including valuation discussions, represents the views of Jefferies Investment Banking. |
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| July 6, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 1 Franchise Group, Inc. (Name of the Issuer) Franchise Group, Inc. Freedom VCM, Inc. Freedom VCM Subco, Inc. Freedom VCM Holdings, LLC Freedom VCM Interco Holdings, Inc. Brian R. Kahn Vintage Opportunity Partners, L.P. Vintage Cap |
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| July 6, 2023 |
Exhibit (C)(4) Preliminary Draft – Confidential Jefferies LLC Member SIPC The information provided in this document, including valuation discussions, represents the views of Jefferies Investment Banking. |
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| June 8, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| June 8, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Franchise Group, Inc. (Name of the Issuer) Franchise Group, Inc. Freedom VCM, Inc. Freedom VCM Subco, Inc. Freedom VCM Holdings, LLC Freedom VCM Interco Holdings, Inc. Brian R. Kahn Vintage Opportunity Partners, L.P. Vintage Capital Management |
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| June 8, 2023 |
Exhibit 107 Calculation of Filing Fee Table Schedule 13E-3 (Form Type) Franchise Group, Inc. |
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| June 8, 2023 |
Exhibit (c)(2) |
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| June 8, 2023 |
Exhibit 107 Calculation of Filing Fee Table Schedule 14A (Form Type) Franchise Group, Inc. |
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| June 8, 2023 |
Exhibit (c)(5) |
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| June 8, 2023 |
Exhibit (c)(3) Preliminary Draft – Confidential Jefferies LLC Member SIPC The information provided in this document, including valuation discuss ons, represents the v ews of Jefferies Investment Banking. |
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| June 8, 2023 |
Exhibit (c)(6) |
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| June 8, 2023 |
Exhibit (c)(4) Preliminary Draft – Confidential Jefferies LLC Member SIPC The information provided in this document, including valuation discussions, represents the views of Jefferies Investment Banking. |
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| June 8, 2023 |
Exhibit (c)(1) |
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| May 12, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2023 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 11, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER entered into by and among Franchise Group, Inc., FREEDOM VCM, INC. and FREEDOM VCM SUBCO, INC. Dated as of May 10, 2023 TABLE OF CONTENTS Page Article I Definitions; Interpretation and Construction 2 1.1. Definitions 2 1.2. Other Terms 20 1.3. Interpretation and Construction 20 Article II Closing; Certificate of Merger and Effective Time; The Merger 22 2.1. |
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| May 11, 2023 |
FRGA / Franchise Group, Inc. / RILEY BRYANT R - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Bryant |
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| May 11, 2023 |
Exhibit 10.2 Freedom VCM Holdings, LLC c/o Vintage Capital Management, LLC 8529 Southpark Circle, Suite 150 Orlando, Florida 32819 May 10, 2023 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Franchise Group, Inc., a Delaware corporation (the “Company”), Freedom VCM, Inc., a Delaware corporatio |
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| May 11, 2023 |
Exhibit 10.3 LIMITED GUARANTEE THIS LIMITED GUARANTEE, dated as of May 10, 2023 (this “Limited Guarantee”), is made by B. Riley Financial, Inc., a Delaware corporation (the “Guarantor”), in favor of Franchise Group, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (without regard to any amendments there |
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| May 11, 2023 |
Exhibit 10.2 Freedom VCM Holdings, LLC c/o Vintage Capital Management, LLC 8529 Southpark Circle, Suite 150 Orlando, Florida 32819 May 10, 2023 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Franchise Group, Inc., a Delaware corporation (the “Company”), Freedom VCM, Inc., a Delaware corporatio |
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| May 11, 2023 |
FRGA / Franchise Group, Inc. / Laurence Andrew M - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Andrew M. Laurence 627 Harland St. Milton, MA 02186 With a copy to: Russell Leaf, Esq. Jared Fertman, Esq. Sean Ewen, Esq. Willkie Far |
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| May 11, 2023 |
Exhibit 10.1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of May 10, 2023, is by and among (i) Freedom VCM, Inc., a Delaware corporation (“Parent”), (ii) Franchise Group, Inc., a Delaware corporation (the “Company”), and (iii) the stockholders of the Company listed on Schedule A hereto in their capacity as record or beneficial owners of Common Shares (as defined below) (each |
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| May 11, 2023 |
Exhibit 99.5 INTERIM INVESTORS AGREEMENT This Interim Investors Agreement (this “Agreement”), is made as of May 10, 2023, by and among Brian R. Kahn, an individual (“Kahn”), B. Riley Financial, Inc., a Delaware corporation (“B. Riley” and together with Kahn, the “Investors”), and Freedom VCM Holdings, LLC, a Delaware limited liability company (the “TopCo”). Capitalized terms used but not other |
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| May 11, 2023 |
Exhibit 10.1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of May 10, 2023, is by and among (i) Freedom VCM, Inc., a Delaware corporation (“Parent”), (ii) Franchise Group, Inc., a Delaware corporation (the “Company”), and (iii) the stockholders of the Company listed on Schedule A hereto in their capacity as record or beneficial owners of Common Shares (as defined below) (each |
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| May 11, 2023 |
Exhibit 99.5 INTERIM INVESTORS AGREEMENT This Interim Investors Agreement (this “Agreement”), is made as of May 10, 2023, by and among Brian R. Kahn, an individual (“Kahn”), B. Riley Financial, Inc., a Delaware corporation (“B. Riley” and together with Kahn, the “Investors”), and Freedom VCM Holdings, LLC, a Delaware limited liability company (the “TopCo”). Capitalized terms used but not other |
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| May 11, 2023 |
FRGA / Franchise Group, Inc. / Vintage Capital Management LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Vintage Capital Management, LLC 8529 Southpark Circle, Suite 150 Orlando, Florida 32819 (407) 592-8015 With a copy to: Russell Leaf, |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 FRANCHISE GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35588 (Commission File Number) 27 |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 FRANCHISE GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35588 (Commission File Number) 27 |
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| May 11, 2023 |
Exhibit 10.3 LIMITED GUARANTEE THIS LIMITED GUARANTEE, dated as of May 10, 2023 (this “Limited Guarantee”), is made by B. Riley Financial, Inc., a Delaware corporation (the “Guarantor”), in favor of Franchise Group, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (without regard to any amendments there |
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| May 11, 2023 |
EX-2.1 2 tm2315302d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER entered into by and among Franchise Group, Inc., FREEDOM VCM, INC. and FREEDOM VCM SUBCO, INC. Dated as of May 10, 2023 TABLE OF CONTENTS Page Article I Definitions; Interpretation and Construction 2 1.1. Definitions 2 1.2. Other Terms 20 1.3. Interpretation and Construction 20 Article II Closing; Certificate of Mer |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| May 10, 2023 |
Exhibit 99.2 Franchise Group, Inc. Announces Definitive Agreement to Be Acquired by a Consortium Led by Management Group Franchise Group Common Stockholders to Receive $30.00 per Share in Cash Transaction Implies 31.9% Premium Over the Unaffected Stock Price Prior to Announcement on March 20, 2023 of Receipt of Unsolicited Third Party Proposal Transaction Includes a 30 day Go Shop Provision to Sol |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 1, 2023 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-35588 Franchise Group, Inc. |
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| May 10, 2023 |
DEFA14A 1 tm2315302d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only ( |
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| May 10, 2023 |
Press Release, dated May 10, 2023, of Franchise Group, Inc. regarding the proposed merger. Exhibit 99.2 Franchise Group, Inc. Announces Definitive Agreement to Be Acquired by a Consortium Led by Management Group Franchise Group Common Stockholders to Receive $30.00 per Share in Cash Transaction Implies 31.9% Premium Over the Unaffected Stock Price Prior to Announcement on March 20, 2023 of Receipt of Unsolicited Third Party Proposal Transaction Includes a 30 day Go Shop Provision to Sol |
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| May 10, 2023 |
Franchise Group, Inc. ANNOUNCEs first quarter fiscal year 2023 FINANCIAL RESULTS Exhibit 99.1 Franchise Group, Inc. ANNOUNCEs first quarter fiscal year 2023 FINANCIAL RESULTS Delaware, Ohio, May 10, 2023 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group,” “FRG” or the “Company”) today announced the financial results for its fiscal first quarter ended April 1, 2023. For the first quarter of fiscal 2023, total reported revenue for Franchise Group was appro |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 FRANCHISE GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 FRANCHISE GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 10, 2023 |
Exhibit 99.1 Franchise Group, Inc. ANNOUNCEs first quarter fiscal year 2023 FINANCIAL RESULTS Delaware, Ohio, May 10, 2023 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group,” “FRG” or the “Company”) today announced the financial results for its fiscal first quarter ended April 1, 2023. For the first quarter of fiscal 2023, total reported revenue for Franchise Group was appro |
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| April 17, 2023 |
FRGA / Franchise Group, Inc. / Vintage Capital Management LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Vintage Capital Management, LLC 8529 Southpark Circle, Suite 150 Orlando, Florida 32819 (407) 592-8015 With a copy to: Russell Leaf, |
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| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin |
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| February 28, 2023 |
Franchise Group, Inc. Announces Fourth Quarter and Full Fiscal Year 2022 Financial Results EXHIBIT 99.1 Franchise Group, Inc. Announces Fourth Quarter and Full Fiscal Year 2022 Financial Results DELAWARE, Ohio, Feb. 28, 2023 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group,” “FRG” or the “Company”) today announced the financial results for its fiscal fourth quarter and fiscal year ended December 31, 2022. For the fourth quarter of fiscal 2022, total reported reve |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 28, 2023 |
Subsidiaries of Franchise Group, Inc. Exhibit 21.1 SUBSIDIARIES OF FRANCHISE GROUP, INC. Entity Jurisdiction Sole Member Franchise Group New Holdco, LLC DE Franchise Group, Inc. Franchise Group Intermediate Holdco, LLC DE Franchise Group New Holdco, LLC Franchise Group Intermediate B, LLC DE Franchise Group Intermediate Holdco, LLC Buddy’s Newco, LLC DE Franchise Group Intermediate B, LLC Buddy’s Franchising and Licensing, LLC FL Budd |
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| February 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35588 FRANCHI |
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| February 28, 2023 |
Amended and Restated Bylaws of Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF FRANCHISE GROUP, INC. AS OF FEBRUARY 24, 2023 ARTICLE I OFFICES Section 1.1. Offices. In addition to the registered office of Franchise Group, Inc. (the “Corporation”) in the State of Delaware, as provided for in the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the Corporation may also ha |
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| February 3, 2023 |
EXHIBIT 10.1 FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF $2,450.00 HAS BEEN PAID OR WILL BE PAID DIRECTLY TO THE DEPARTMENT OF REVENUE. THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT This THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of February 2, 2023 (this “Amendment”), among FRANCHISE GROUP, INC., a Delaware corporation (the “Lead Borrower”), FRANCHISE GROUP NEWCO |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 2, 2023 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 24, 2023 |
EX-99.1 2 exh991.htm EXHIBIT 99.1 EXHIBIT 99.1 Franchise Group, Inc. Announces the Launch of a $200 Million Add-on to Its Existing Term Loan · Reaffirms Fiscal 2022 Outlook DELAWARE, Ohio, Jan. 24, 2023 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group,” “FRG” or the “Company”) today announced that it has launched a $200 million non-fungible add-on to its existing first lien |
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| January 24, 2023 |
Exhibit 99.2 Lender Presentation January 2023 This presentation has been prepared by Franchise Group, Inc . (“FRG”) and its subsidiaries (together with FRG, the “Company”) . Although the Company believes the information is accurate in all material respects, the Company does not make any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the in |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 25, 2022 OR ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-35588 Fran |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 26, 2022 OR ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-35588 Fra |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 24, 2022 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-35588 Franchise Group, |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 3, 2022 |
Franchise Group, Inc. Announces Fiscal 2022 Third Quarter Financial Results EXHIBIT 99.1 Franchise Group, Inc. Announces Fiscal 2022 Third Quarter Financial Results Repurchased approximately 2.2 million shares of common stock representing over 5% of the shares outstanding Creating Home Furnishings Division with Peter Corsa as its CEO DELAWARE, Ohio, Nov. 03, 2022 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group,? ?FRG? or the ?Company?) today annou |
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| August 23, 2022 |
Exhibit 10.1 EXECUTION VERSION FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $2,450.00 HAVE BEEN OR WILL BE PAID DIRECTLY TO THE FLORIDA DEPARTMENT OF REVENUE. THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of August 22, 2022 (this ?Amendment?), among FRANCHISE GROUP, INC., a Dela |
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| August 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 22, 2022 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 4, 2022 |
Franchise Group, Inc. Announces Fiscal 2022 Second Quarter Financial Results EXHIBIT 99.1 Franchise Group, Inc. Announces Fiscal 2022 Second Quarter Financial Results DELAWARE, Ohio, Aug. 04, 2022 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group,” “FRG” or the “Company”) today announced the financial results of its fiscal 2022 second quarter. For the second quarter of fiscal 2022, total reported revenue for Franchise Group was $1.1 billion, net inco |
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| August 4, 2022 |
EXHIBIT 2.8 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this ?Agreement?) made as of this 25th day of May, 2022 (the ?Effective Date?), by and between W.S. BADCOCK CORPORATION, a Florida corporation having an address at 200 NW Phosphate Boulevard, Mulberry, Florida 33860 (?Seller?), and OAK STREET REAL ESTATE CAPITAL NET LEASE PROPERTY FUND (COLLECTOR), LP, a Delaware limited par |
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| August 4, 2022 |
EXHIBIT 2.9 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this ?Agreement?) made as of this 25th day of May, 2022 (the ?Effective Date?), by and between W.S. BADCOCK CORPORATION, a Florida corporation having an address at 200 NW Phosphate Boulevard, Mulberry, Florida 33860 (?Seller?), and OAK STREET REAL ESTATE CAPITAL NET LEASE PROPERTY FUND (COLLECTOR), LP, a Delaware limited par |
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| August 4, 2022 |
EXHIBIT 2.9.2 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this ?Amendment?) made as of June 30, 2022, by and between W.S. BADCOCK CORPORATION, a Florida corporation (?Seller?), and OAK STREET REAL ESTATE CAPITAL NET LEASE PROPERTY FUND (COLLECTOR), LP, a Delaware limited partnership (?Purchaser?). RECITALS: A.Seller and Purchaser entered in |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 25, 2022 OR ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-35588 Franchise Group, Inc. |
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| August 4, 2022 |
EXHIBIT 2.9.4 FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this ?Amendment?) is made as of July 13, 2022, by and between W.S. BADCOCK CORPORATION, a Florida corporation (?Seller?), and OAK STREET REAL ESTATE CAPITAL NET LEASE PROPERTY FUND (COLLECTOR), LP, a Delaware limited partnership (?Purchaser?). RECITALS: A.Seller and Purchaser entered |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 4, 2022 |
EXHIBIT 2.8.1 AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this ?Agreement?) made as of this 25th day of May, 2022 (the ?Effective Date?), by and between W.S. BADCOCK CORPORATION, a Florida corporation having an address at 200 NW Phosphate Boulevard, Mulberry, Florida 33860 (?Seller?), and BCDC PORTFOLIO OWNER LLC, a Delaware limited liabi |
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| August 4, 2022 |
EXHIBIT 2.9.1 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this ?Amendment?) made as of this June 24, 2022, by and between W.S. BADCOCK CORPORATION, a Florida corporation (?Seller?), and OAK STREET REAL ESTATE CAPITAL NET LEASE PROPERTY FUND (COLLECTOR), LP, a Delaware limited partnership (?Purchaser?). RECITALS: A.Seller and Purchaser entered |
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| August 4, 2022 |
EXHIBIT 2.9.5 AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this ?Agreement?) made as of this 25th day of May, 2022 (the ?Effective Date?), by and between W.S. BADCOCK CORPORATION, a Florida corporation having an address at 200 NW Phosphate Boulevard, Mulberry, Florida 33860 (?Seller?), and BCHQ OWNER LLC, a Delaware limited liability compa |
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| August 4, 2022 |
EXHIBIT 2.9.3 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this ?Amendment?) made as of July 6, 2022, by and between W.S. BADCOCK CORPORATION, a Florida corporation (?Seller?), and OAK STREET REAL ESTATE CAPITAL NET LEASE PROPERTY FUND (COLLECTOR), LP, a Delaware limited partnership (?Purchaser?). RECITALS: A.Seller and Purchaser entered into |
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| August 1, 2022 |
August 1, 2022 BY EDGAR AND FEDEX Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission Washington, D. |
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| June 24, 2022 |
Franchise Group, Inc. Announces the Sale of the W.S. Badcock Corporation Distribution Centers Exhibit 99.1 Franchise Group, Inc. Announces the Sale of the W.S. Badcock Corporation Distribution Centers Delaware, Ohio, June 21, 2022 - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group,? ?FRG? or the ?Company?) today announced that it has completed the sale-leaseback of all three W.S. Badcock Corporation (?Badcock?) distribution centers for gross proceeds of approximately $150 million to a |
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| June 24, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 17, 2022 Date of Report (date of earliest event reported) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 7, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2022 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 7, 2022 |
Franchise Group Enters into Exclusive Negotiations with Kohl’s Corporation EXHIBIT 99.1 Franchise Group Enters into Exclusive Negotiations with Kohl’s Corporation DELAWARE, Ohio, June 06, 2022 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group”) today announced that it has entered into a three week exclusive negotiation period to acquire Kohl’s Corporation for $60.00 per share in cash. If Franchise Group and Kohl’s Corporation enter into a definitiv |
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| June 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 3, 2022 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 6, 2022 |
Exhibit 10.1 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of June 3, 2022 (this ?Amendment?), among FRANCHISE GROUP, INC., a Delaware corporation (?FRG?), VALOR ACQUISITION, LLC, a Delaware limited liability company, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, a Delaware limited |
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| May 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 19, 2022 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 19, 2022 |
Franchise Group, Inc. Announces Approval of Quarterly Preferred Dividend EXHIBIT 99.2 Franchise Group, Inc. Announces Approval of Quarterly Preferred Dividend DELAWARE, Ohio, May 17, 2022 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group? or the ?Company?) today announced that its Board of Directors approved a quarterly dividend of $0.46875 per share to Series A Cumulative Perpetual Preferred stockholders. The cash dividend will be paid on or abo |
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| May 19, 2022 |
Franchise Group, Inc. Announces Approval of Quarterly Common Stock Dividend EXHIBIT 99.1 Franchise Group, Inc. Announces Approval of Quarterly Common Stock Dividend DELAWARE, Ohio, May 17, 2022 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group? or the ?Company?) today announced that its Board of Directors approved a quarterly cash dividend to common stockholders of $0.625 per share. The cash dividend will be paid on or about July 15, 2022 to holders |
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| May 19, 2022 |
Franchise Group Announces Authorization of Common Stock Repurchase Program EXHIBIT 99.3 Franchise Group Announces Authorization of Common Stock Repurchase Program DELAWARE, Ohio, May 18, 2022 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group? or the ?Company?) today announced that that its Board of Directors has approved a stock repurchase program under which the Company may repurchase up to $500 million of its outstanding shares of common stock ov |
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| May 19, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 17, 2022 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 11, 2022 |
FRGA / Franchise Group, Inc. / Vintage Capital Management LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Vintage Capital Management, LLC 8529 Southpark Circle, Ste 150 Orlando, FL 32819 (407) 592-8015 With a copy to: Russell Leaf, Esq. D |
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| May 5, 2022 |
EXHIBIT 99.1 Franchise Group, Inc. Announces Fiscal 2022 First Quarter Financial Results ? Reaffirms financial outlook for fiscal 2022 ? Franchising momentum continues DELAWARE, Ohio, May 05, 2022 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group,? ?FRG? or the ?Company?) today announced the financial results of its fiscal 2022 first quarter. For the first quarter of fiscal |
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| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 5, 2022 |
EXHIBIT 2.11 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this ?Agreement?) made as of this 26th day of April, 2022 (the ?Effective Date?), by and between W.S. BADCOCK CORPORATION, a Florida corporation having an address at 200 NW Phosphate Boulevard, Mulberry, Florida 33860 (?Seller?), and CAI INVESTMENTS SUB SERIES 100, LLC, a Nevada limited liability company having an address a |
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| May 5, 2022 |
EXHIBIT 2.10 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this ?Agreement?) made as of this 15th day of April, 2022 (the ?Effective Date?), by and between W.S. Badcock Corporation, a Florida corporation having an address at 200 NW Phosphate Boulevard, Mulberry, Florida 33860 (?Seller?), and MESIROW REALTY SALE-LEASEBACK, INC., an Illinois corporation, having an address at 353 Nort |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 26, 2022 OR ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-35588 Franchise Group, Inc. |
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| May 5, 2022 |
EXHIBIT 2.9 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this ?Agreement?) made as of this 31st day of March, 2022 (the ?Effective Date?), by and between W.S. Badcock Corporation, a Florida corporation having an address at 200 NW Phosphate Boulevard, Mulberry, Florida 33860 (?Seller?), and NATIONAL RETAIL PROPERTIES, LP, a Delaware limited partnership, having an address at 450 Sou |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2022 Date of Report (date of earliest event reported) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| April 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 15, 2022 Date of Report (date of earliest event reported) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 31, 2022 Date of Report (date of earliest event reported) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 31, 2022 |
Exhibit 99.1 Franchise Group, Inc. Announces the Sale of the Retail Real Estate Portfolio of W.S. Badcock Corporation ?Sale of Badcock Distribution Centers and Headquarters Expected to Close During Current Quarter ?Proceeds from All Real Estate Sales to Pay Off Balance of $175 Million Acquisition Financing Delaware, Ohio, March 31, 2022 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Fran |
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| February 23, 2022 |
Executive Employment and Severance Agreement between Lee Wright and Franchise Group, Inc., dated Exhibit 10.43 EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT This Agreement (this ?Agreement?) is between Lee Wright (?Executive?) and Franchise Group, Inc. (?Franchise Group? and, together with its Affiliates, the ?Company?). WHEREAS, Executive commenced employment with Franchise Group on January 3, 2022 (the ?Employment Commencement Date?) as its Executive Vice President and Chief Commercial Offic |
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| February 23, 2022 |
Subsidiaries of Franchise Group, Inc. Exhibit 21.1 SUBSIDIARIES OF FRANCHISE GROUP, INC. Entity Jurisdiction Sole Member Franchise Group New Holdco, LLC DE Franchise Group, Inc. Franchise Group Intermediate Holdco, LLC DE Franchise Group New Holdco, LLC Franchise Group Intermediate B, LLC DE Franchise Group Intermediate Holdco, LLC Buddy?s Newco, LLC DE Franchise Group Intermediate B, LLC Buddy?s Franchising and Licensing, LLC FL Budd |
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| February 23, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 25, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35588 FRANCHI |
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| February 23, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 23, 2022 |
Franchise Group, Inc. Announces Fourth Quarter and Full Fiscal Year 2021 Financial Results EXHIBIT 99.1 Franchise Group, Inc. Announces Fourth Quarter and Full Fiscal Year 2021 Financial Results DELAWARE, Ohio, Feb. 23, 2022 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group,? ?FRG? or the ?Company?) today announced the financial results of its fiscal fourth quarter and fiscal year ended December 25, 2021. For the fourth quarter of fiscal 2021, total reported reven |
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| February 7, 2022 |
Unaudited Pro Forma Combined Financial Statements of the Combined Company and Related Notes Exhibit 99.3 Unaudited Pro Forma Combined Financial Statements of the Combined Company and Related Notes Introduction The following unaudited pro forma combined financial statements as of and for the nine months ended September 25, 2021 and for the fiscal year ended December 26, 2020 are based on the historical financial statements of Franchise Group, Inc. (?Franchise Group? or the ?Company?), W.S |
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| February 7, 2022 |
Exhibit 99.1 W.S. BADCOCK CORPoration Financial Statements June 30, 2021 and 2020 (With Independent Auditors? Report Thereon) W.S. BADCOCK CORPORATION Table of Contents Page Independent Auditors? Report 2 Balance Sheets ? June 30, 2021 and 2020 3 Statements of Operations ? Years ended June 30, 2021 and 2020 4 Statements of Comprehensive Income ? Years ended June 30, 2021 and 2020 5 Statements of S |
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| February 7, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 7, 2022 |
Exhibit 99.2 W.S. BADCOCK CORPoration Unaudited Condensed Financial Statements As of and for the Three Months Ended September 30, 2021 W.S. BADCOCK CORPORATION Table of Contents Page Balance Sheets ? September 30, 2021 (Unaudited) and June 30, 2021 (Unaudited) 1 Statements of Operations (Unaudited) ? Three Months Ended September 30, 2021 2 Statements of Comprehensive Income (Unaudited) ? Three Mon |
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| December 21, 2021 |
EX-99.1 4 exh991.htm EXHIBIT 99.1 EXHIBIT 99.1 Franchise Group, Inc. to Repay $400 Million of Debt With Proceeds From the Sale of the W.S. Badcock Consumer Credit Accounts Receivable Portfolio DELAWARE, Ohio, Dec. 20, 2021 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group,” “FRG” or the “Company”) today announced it intends to repay $400 million of debt with the proceeds fro |
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| December 21, 2021 |
Exhibit 2.1 MASTER RECEIVABLES PURCHASE AGREEMENT among W.S. BADCOCK CORPORATION Seller and B. RILEY RECEIVABLES, LLC Purchaser Dated as of December 20, 2021 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Commitments 10 Section 3. Term, Termination 10 Section 4. Modifications of Account Program 12 Section 5. Sale and Closing Procedures 12 Section 6. Conditions to Each Closing 14 Sectio |
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| December 21, 2021 |
EX-10.1 3 exh101.htm EXHIBIT 10.1 Exhibit 10.1 SERVICING AGREEMENT among W.S. BADCOCK CORPORATION Servicer and B. RILEY RECEIVABLES, LLC Company Dated as of December 20, 2021 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Commencement of Servicing; Books and Records 4 Section 4. Statements to Company 7 Section 5. General Servicing Procedures; Compensation 8 Section 6. Indemnification; |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 (December 20, 2021) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorp |
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| November 24, 2021 |
Exhibit 10.7 AMENDED AND RESTATED FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT Dated as of November 22, 2021 among JPMORGAN CHASE BANK, N.A., as the Initial First Lien Representative and the Initial First Lien Collateral Agent for the Initial First Lien Claimholders, ALTER DOMUS (US) LLC, as the Initial Second Lien Representative and the Initial Second Lien Collateral Agent for the Initial Secon |
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| November 24, 2021 |
Exhibit 10.9 Execution Version FIRST LIEN CREDIT AGREEMENT dated as of November 22, 2021 among FRANCHISE GROUP, INC., as a Borrower and Lead Borrower, FRANCHISE GROUP NEWCO PSP, LLC, as a Borrower, VALOR ACQUISITION, LLC, as a Borrower, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, as a Borrower, the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Co |
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| November 24, 2021 |
Exhibit 10.8 Execution Version FOUR LIEN INTERCREDITOR AGREEMENT Dated as of November 22, 2021 among JPMORGAN CHASE BANK, N.A., as the First Lien Representative and the First Lien Collateral Agent for the First Lien Claimholders, ALTER DOMUS (US) LLC, as the Second Lien Representative and the Second Lien Collateral Agent for the Second Lien Claimholders, JPMORGAN CHASE BANK, N.A., as the Third Lie |
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| November 24, 2021 |
Exhibit 10.4 Execution Version AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of November 22, 2021 among JPMORGAN CHASE BANK, N.A., as ABL Representative, JPMORGAN CHASE BANK, N.A., as Initial First Lien Term Loan Representative, ALTER DOMUS (US) LLC, as Initial Second Lien Term Loan Representative, JPMORGAN CHASE BANK, N.A., as BDK First Lien Term Loan Representative, ALTER DOMUS (US) LLC, |
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| November 24, 2021 |
Exhibit 10.2 FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT This FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, dated as of November 22, 2021 (this ?Amendment?), among FRANCHISE GROUP, INC., a Delaware corporation (the ?Lead Borrower?), FRANCHISE GROUP NEWCO PSP, LLC, a Delaware limited liability company (?FG Newco PSP?), VALOR ACQUISITION, LLC, a Delaware limited liability company (?Valor?), F |
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| November 24, 2021 |
Exhibit 10.14 SECOND LIEN CREDIT AGREEMENT dated as of November 22, 2021 among FRANCHISE GROUP, INC., as a Borrower and Lead Borrower, FRANCHISE GROUP NEWCO PSP, LLC, as a Borrower, VALOR ACQUISITION, LLC, as a Borrower, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, as a Borrower, the Lenders from time to time party hereto, ALTER DOMUS (US) LLC, as Administrative Agent and as Collateral Agent and JP |
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| November 24, 2021 |
Exhibit 10.17 Execution Version SECOND LIEN GUARANTEE AGREEMENT dated as of November 22, 2021, among franchise group, inc., VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, FRANCHISE GROUP NEWCO PSP, LLC, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO and ALTER DOMUS (US) LLC, as Administrative Agent 1 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Credit Agre |
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| November 24, 2021 |
Exhibit 10.10 FIRST LIEN COLLATERAL AGREEMENT dated as of November 22, 2021, among franchise group, inc., FRANCHISE GROUP NEWCO PSP, LLC, VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, THE OTHER GRANTORS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Collateral Agent TABLE OF CONTENTS Article I. Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Other Defined Terms 1 Ar |
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| November 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2021 (November 22, 2021) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorp |
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| November 24, 2021 |
Exhibit 10.11 Execution Version FIRST LIEN COLLATERAL AGREEMENT dated as of November 22, 2021, between W.S. BADCOCK CORPORATION and JPMORGAN CHASE BANK, N.A., as Collateral Agent TABLE OF CONTENTS Article I. Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Other Defined Terms 1 Article II. Pledge of Securities 4 Section 2.01. Pledge 4 Section 2.02. Delivery of the Pledged Collateral 5 Sec |
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| November 24, 2021 |
Exhibit 10.18 Execution Version SECOND LIEN GUARANTEE AGREEMENT dated as of November 22, 2021, between W.S. BADCOCK CORPORATION and ALTER DOMUS (US) LLC, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Credit Agreement 1 SECTION 1.02. Other Defined Terms 1 ARTICLE II THE GUARANTEES 3 SECTION 2.01. Guarantee 3 SECTION 2.02. Guarantee of Payment; Continuing Guara |
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| November 24, 2021 |
Exhibit 10.13 Execution Version FIRST LIEN GUARANTEE AGREEMENT dated as of November 22, 2021, between W.S. BADCOCK CORPORATION and JPMORGAN CHASE BANK, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Credit Agreement 1 SECTION 1.02. Other Defined Terms 1 ARTICLE II THE GUARANTEES 3 SECTION 2.01. Guarantee 3 SECTION 2.02. Guarantee of Payment; Continuing G |
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| November 24, 2021 |
Exhibit 10.5 FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of November 22, 2021 among JPMORGAN CHASE BANK, N.A., as the Initial FRG Representative and the Initial FRG Collateral Agent, JPMORGAN CHASE BANK, N.A., as the BDK Representative and the BDK Collateral Agent, and each additional Representative and Collateral Agent from time to time party hereto and acknowledged and agreed to by FR |
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| November 24, 2021 |
Franchise Group, Inc. Acquires W.S. Badcock Corporation EXHIBIT 99.1 Franchise Group, Inc. Acquires W.S. Badcock Corporation Transaction Expected to be Immediately Accretive to Earnings Regional Furniture, Mattress, Appliance Retailer Expected to Present Significant Synergy Opportunity with Existing Home Furnishing Brands Acquisition Financed with $575 Million Addition to Existing Credit Facility Company To Provide Consolidated 2022 Financial Expectati |
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| November 24, 2021 |
Exhibit 10.12 Execution Version First LIEN GUARANTEE AGREEMENT dated as of November 22, 2021, among franchise group, inc., VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, FRANCHISE GROUP NEWCO PSP, LLC, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Credit Ag |
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| November 24, 2021 |
Exhibit 10.16 Execution Version SECOND LIEN COLLATERAL AGREEMENT dated as of November 22, 2021, between W.S. BADCOCK CORPORATION and ALTER DOMUS (US) LLC, as Collateral Agent TABLE OF CONTENTS Article I. Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Other Defined Terms 1 Article II. Pledge of Securities 4 Section 2.01. Pledge 4 Section 2.02. Delivery of the Pledged Collateral 5 Section |
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| November 24, 2021 |
Exhibit 10.3 EXECUTION VERSION FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $2,450.00 HAVE BEEN OR WILL BE PAID DIRECTLY TO THE FLORIDA DEPARTMENT OF REVENUE. FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of November 22, 2021 (this ?Amendment?), among FRANCHISE GROUP, INC., a De |
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| November 24, 2021 |
Exhibit 10.6 SECOND LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of November 22, 2021 among ALTER DOMUS (US) LLC, as the Initial FRG Representative and the Initial FRG Collateral Agent, ALTER DOMUS (US) LLC, as the BDK Representative and the BDK Collateral Agent, and each additional Representative and Collateral Agent from time to time party hereto and acknowledged by FRANCHISE GROUP, INC., as |
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| November 24, 2021 |
Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT BY AND AMONG W.S. BADCOCK CORPORATION, WILLIAM K. POU, JR., AS SELLER REPRESENTATIVE, THE SHAREHOLDERS OF W.S. BADCOCK CORPORATION LISTED ON ANNEX I ATTACHED HERETO, AND FRANCHISE GROUP NEWCO BHF, LLC, DATED AS OF NOVEMBER 22, 2021 TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Cross References 18 Article 2 PURCHASE AND S |
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| November 24, 2021 |
Exhibit 10.15 Execution Version SECOND LIEN COLLATERAL AGREEMENT dated as of November 22, 2021, among franchise group, inc., FRANCHISE GROUP NEWCO PSP, LLC, VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, THE OTHER GRANTORS PARTY HERETO and ALTER DOMUS (US) LLC, as Collateral Agent TABLE OF CONTENTS Article I. Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Other Defi |
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| November 24, 2021 |
Exhibit 10.1 Execution Version FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT This FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of November 22, 2021 (this ?Amendment?), among FRANCHISE GROUP, INC., a Delaware corporation (the ?Lead Borrower?), FRANCHISE GROUP NEWCO PSP, LLC, a Delaware limited liability company (?FG Newco PSP?), VALOR ACQUISITION, LLC, a Delaware limited liability comp |
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| November 2, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 2, 2021 |
Franchise Group, Inc. Announces Fiscal 2021 Third Quarter Financial Results EXHIBIT 99.1 Franchise Group, Inc. Announces Fiscal 2021 Third Quarter Financial Results Increases 2021 Financial Outlook to at Least $3.1 Billion in Revenue and at Least $3.80 in Non-GAAP EPS Expects Significant Growth in Revenue and Cash Flow in Fiscal 2022 Franchising Momentum Accelerating DELAWARE, Ohio, Nov. 02, 2021 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group? or |
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| November 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 25, 2021 OR ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-35588 Franchise Group, |
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| September 27, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2021 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 27, 2021 |
Franchise Group, Inc. Acquires Sylvan Learning for $81 Million EXHIBIT 99.1 Franchise Group, Inc. Acquires Sylvan Learning for $81 Million Transaction Expected to be Immediately Accretive to Earnings Further Diversification into Consumer Services Enters the $20 Billion Growing Educational Services Industry DELAWARE, Ohio, Sept. 27, 2021 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group? or the ?Company?) today announced that it has comp |
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| August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 26, 2021 OR ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-35588 Franchise Group, Inc. |
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| August 3, 2021 |
Exhibit 2.6.2 AMENDMENT NO. 2 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT AMENDMENT NO. 2 (this ?Amendment?), dated as of June 30, 2021 to that certain Membership Interest Purchase Agreement (the ?Agreement?), dated as of February 21, 2021, as amended by that certain Amendment No. 1 to Membership Interest Purchase Agreement dated April 13, 2021, by and between NextPoint Acquisition Corp., a special |
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| August 3, 2021 |
Franchise Group, Inc. Announces Fiscal 2021 Second Quarter Financial Results EXHIBIT 99.1 Franchise Group, Inc. Announces Fiscal 2021 Second Quarter Financial Results Increases Annual Financial Outlook Again Reports Net Income from Continuing Operations of $32.5 million, Non-GAAP EPS of $1.16 per Fully Diluted Share and Adjusted EBITDA of $91.8 million DELAWARE, Ohio, Aug. 03, 2021 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group? or the ?Company?) |
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| August 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2021 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 3, 2021 |
Exhibit 2.6.1 AMENDMENT NO.1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT AMENDMENT NO. 1 (this ?Amendment?), dated as of April 13, 2021 to that certain Membership Interest Purchase Agreement (the ?Agreement?), dated as of February 21, 2021, by and between NextPoint Acquisition Corp., a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia (the ?Purch |
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| July 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) June 22, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| July 6, 2021 |
Exhibit 99.1 Franchise Group, Inc. Completes the Sale of Liberty Tax to NextPoint Acquisition Corp. ?Announces Repayment of $182 million of Debt ORLANDO, Fla., July 6, 2021 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group? or the ?Company?) today announced the completion of its previously announced combination of its Liberty Tax business (?Liberty?) with NextPoint Acquisiti |
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| July 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 2, 2021 Date of Report (date of earliest event reported) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 25, 2021 |
Table of Contents Exhibit 99.1 Explanatory Statement This Exhibit 99.1 (this "Exhibit 99.1") is being filed to reflect certain retrospective revisions for discontinued operations and changes in reportable segments described under the heading ?Business? below that have been made to the consolidated financial statements of Franchise Group, Inc. (the ?Company?) in its Annual Report on Form10-K for th |
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| June 25, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 25, 2021 Date of Report (date of earliest event reported) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 25, 2021 |
Unaudited Pro Forma Combined Financial Statements of the Combined Company and Related Notes Exhibit 99.1 Unaudited Pro Forma Combined Financial Statements of the Combined Company and Related Notes Introduction The following unaudited pro forma combined financial statements for the three months ended March 27, 2021, and fiscal year ended December 26, 2020 are based on the historical financial statements of Franchise Group, Inc. (?Franchise Group? or the ?Company?), Pet Supplies Plus, LLC |
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| June 25, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 10, 2021 Franchise Group, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35588 (Commiss |
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| June 25, 2021 |
As filed with the Securities and Exchange Commission on June 25, 2021 Registration No. |
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| May 26, 2021 |
FRGA / Franchise Group, Inc. / Vintage Capital Management LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 206 Orlando, FL 32819 (407) 909-8015 With a copy to: Russell Lea |
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| May 10, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2021 Date of Report (date of earliest event reported) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 27, 2021 OR ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-35588 Franchise Group, Inc. |
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| May 6, 2021 |
Franchise Group, Inc. Announces Fiscal 2021 First Quarter Financial Results EXHIBIT 99.1 Franchise Group, Inc. Announces Fiscal 2021 First Quarter Financial Results INCREASES ANNUAL GUIDANCE ORLANDO, Fla., May 06, 2021 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group? or the ?Company?) today announced the financial results of its fiscal 2021 first quarter. For the first quarter of fiscal 2021, total reported revenue for Franchise Group was $621.3 m |
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| May 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| April 6, 2021 |
Exhibit 99.1 C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S Pet Supplies Plus, LLC and Subsidiaries Fiscal Years Ended January 2, 2021 and December 28, 2019 With Report of Independent Auditors Pet Supplies Plus, LLC and Subsidiaries Consolidated Financial Statements Fiscal Years Ended January 2, 2021 and December 28, 2019 Contents Report of Independent Auditors 1 Consolidated Financ |
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| April 6, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): (March 10, 2021) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commissio |
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| April 6, 2021 |
Unaudited Pro Forma Combined Financial Statements of the Combined Company and Related Notes EX-99.2 4 exh992.htm EXHIBIT 99.2 Exhibit 99.2 Unaudited Pro Forma Combined Financial Statements of the Combined Company and Related Notes Introduction The following unaudited pro forma combined financial statements as of and for the fiscal year ended December 26, 2020 are based on the historical financial statements of Franchise Group, Inc. (“Franchise Group” or the “Company”), Pet Supplies Plus, |
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| April 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-54660 LIBERTY TAX SERVICE 401(K) PLAN (Exact name of registrant as spec |
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| March 15, 2021 |
Exhibit 10.6 EXECUTION VERSION SECOND LIEN COLLATERAL AGREEMENT dated as of March 10, 2021, among franchise group, inc., FRANCHISE GROUP NEWCO PSP, LLC, VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, THE OTHER GRANTORS PARTY HERETO and ALTER DOMUS (US) LLC, as Collateral Agent TABLE OF CONTENTS Article I. Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Other Defined |
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| March 15, 2021 |
Exhibit 10.4 Execution Version SECOND LIEN CREDIT AGREEMENT dated as of March 10, 2021 among FRANCHISE GROUP, INC., as a Borrower and Lead Borrower, FRANCHISE GROUP NEWCO PSP, LLC, as a Borrower, VALOR ACQUISITION, LLC, as a Borrower, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, as a Borrower, the Lenders from time to time party hereto, and ALTER DOMUS (US) LLC, as Administrative Agent and as Colla |
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| March 15, 2021 |
Exhibit 10.7 EXECUTION VERSION FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $2,450.00 HAVE BEEN OR WILL BE PAID DIRECTLY TO THE FLORIDA DEPARTMENT OF REVENUE. THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among FRANCHISE GROUP, INC., VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC and FRANCHISE GROUP NEWCO PSP, LLC, as Borrowers THE OTHER BORROWERS FROM TIME |
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| March 15, 2021 |
Exhibit 10.2 Execution Version FIRST LIEN GUARANTEE AGREEMENT dated as of March 10, 2021, among franchise group, inc., VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, FRANCHISE GROUP NEWCO PSP, LLC, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Credit Agreem |
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| March 15, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 206 Orlando, FL 32819 (407) 909-8015 With a copy to: Russell Lea |
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| March 15, 2021 |
Exhibit 10.5 Execution Version SECOND LIEN GUARANTEE AGREEMENT dated as of March 10, 2021, among franchise group, inc., FRANCHISE GROUP NEWCO PSP, LLC, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO and ALTER DOMUS (US) LLC, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Credit Agreement 1 SECTION 1.02. Other Defined Terms 1 ARTICLE II THE GUARANTEES 3 SE |
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| March 15, 2021 |
Exhibit 10.9 Notwithstanding anything herein to the contrary, the lien and security interest granted to Agent (as hereinafter defined) pursuant to this Third Amended and Restated Pledge Agreement and the exercise of any right or remedy by Agent hereunder are subject to the provisions of the Intercreditor Agreement (as defined in the Loan Agreement (as hereinafter defined)). In the event of any exp |
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| March 15, 2021 |
Exhibit 10.1 EXECUTION VERSION FIRST LIEN CREDIT AGREEMENT dated as of March 10, 2021 among FRANCHISE GROUP, INC., as a Borrower and Lead Borrower, FRANCHISE GROUP NEWCO PSP, LLC, as a Borrower, VALOR ACQUISITION, LLC, as a Borrower, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, as a Borrower, the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Colla |
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| March 15, 2021 |
Exhibit 10.8 EXECUTION VERSION SECOND AMENDED AND RESTATED GUARANTY AGREEMENT THIS SECOND AMENDED AND RESTATED GUARANTY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this ?Guaranty?) dated as of March 10, 2021, is made by each of the undersigned identified on the signature page hereto as guarantors (together with any other en |
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| March 15, 2021 |
Exhibit 10.3 Execution Version FIRST LIEN COLLATERAL AGREEMENT dated as of March 10, 2021, among franchise group, inc., FRANCHISE GROUP NEWCO PSP, LLC, VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, THE OTHER GRANTORS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Collateral Agent TABLE OF CONTENTS Article I. Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Other Defi |
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| March 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 10, 2021 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| March 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35588 FRANCHI |
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| March 10, 2021 |
AMENDMENT TO EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT This AMENDMENT to the Executive Employment and Severance Agreement (this ?Amended Employment Agreement?) is entered into effective as of the 8th of March 2021 (?Effective Date?) by and between Franchise Group, Inc. |
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| March 10, 2021 |
Subsidiaries of Franchise Group, Inc. Exhibit 21.1 SUBSIDIARIES OF FRANCHISE GROUP, INC. Entity Jurisdiction Sole Member Franchise Group New Holdco, LLC DE Franchise Group, Inc. Franchise Group Intermediate Holdco, LLC DE Franchise Group New Holdco, LLC Franchise Group Intermediate B, LLC DE Franchise Group Intermediate Holdco, LLC Buddy?s Newco, LLC DE Franchise Group Intermediate B, LLC Buddy?s Franchising and Licensing, LLC FL Budd |
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| March 10, 2021 |
Executive Employment and Severance Agreement between Todd Evans and Franchise Group, Inc., dated Exhibit 10.50 EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT This Agreement (this ?Agreement?) is between Todd Evans (?Executive?) and Franchise Group, Inc. (?Franchise Group? and, together with its Affiliates, the ?Company?). WHEREAS, Executive commenced employment with Franchise Group on August 1, 2020 (the ?Employment Commencement Date?) as its Chief Franchising Officer, and Executive?s services |
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| March 10, 2021 |
Description of the Company’s Common Stock Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following is a summary of the capital stock of Franchise Group, Inc. (the ?Company?) and certain terms of its Second Amended and Restated Certificate of Incorporation, as amended (the ?Certificate of Incorporation?), the Certificate of Designation of its Voting Non-Economic Preferred Stock (the ?Voting Non-Economic Preferred Stock?), as amended, and, to |
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| March 10, 2021 |
AMENDMENT NUMBER TWO AND LIMITED WAIVER TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWO AND LIMITED WAIVER TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Second Amendment?), dated as of August 25, 2020, is entered into by and among VITAMIN SHOPPE INDUSTRIES LLC, a New York limited liability company, VITAMIN SHOPPE MARINER, LLC, a Delaware lim |
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| March 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2021 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| March 10, 2021 |
Franchise Group, Inc. Announces Fourth Quarter and Full Fiscal Year 2020 Financial Results EXHIBIT 99.1 Franchise Group, Inc. Announces Fourth Quarter and Full Fiscal Year 2020 Financial Results ORLANDO, Fla., March 10, 2021 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (?Franchise Group? or the ?Company?) today announced the results of its fourth quarter and fiscal year ended December 26, 2020. For the fourth quarter of 2020, total reported revenue for Franchise Group was $496 |
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| March 8, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 3, 2021 Date of Report (date of earliest event reported) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 8, 2021 |
EXHIBIT 2.1 AMENDED AND RESTATED EQUITY PURCHASE AGREEMENT by and among FRANCHISE GROUP NEWCO PSP, LLC PSP HOLDINGS, LLC, SENTINEL CAPITAL PARTNERS VI-A, L.P., SENTINEL PSP BLOCKER, INC., PSP MIDCO, LLC, PSP INTERMEDIATE, LLC, SENTINEL CAPITAL PARTNERS, L.L.C., solely for purposes of agreeing to the covenants set forth in Section 6.8 and Section 6.9 hereof, PSP MIDCO HOLDINGS, LLC, AND FRANCHISE G |
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| February 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2021 FRANCHISE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 22, 2021 |
Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between NEXTPOINT ACQUISITION CORP., (Purchaser) and FRANCHISE GROUP INTERMEDIATE L, LLC (Seller) dated as of February 21, 2021 TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Definitions 15 Section 1.3 Interpretation and Rules of Construction 17 Section 1.4 Disclosure Schedule 18 ARTICLE II Pu |
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| February 22, 2021 |
Exhibit 99.1 Franchise Group, Inc.’s Liberty Tax SERVICE TO anchor nextpoint acquIsition corp.’s diversified Financial SErvices platform · Franchise Group to Receive in Excess of $240 million of Consideration, Including $182 million of Cash · Franchise Group to Own at least 6.1 million Shares in NextPoint ORLANDO, Fla., February 22, 2021 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Fra |
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| January 28, 2021 |
Exhibit 2.1 EQUITY PURCHASE AGREEMENT by and among FRANCHISE GROUP NEWCO PSP, LLC PSP HOLDINGS, LLC, SENTINEL CAPITAL PARTNERS VI-A, L.P., SENTINEL PSP BLOCKER, INC., PSP MIDCO, LLC, PSP INTERMEDIATE, LLC, SENTINEL CAPITAL PARTNERS, L.L.C., solely for purposes of agreeing to the covenants set forth in Section 6.8 and Section 6.9 hereof, effective as of immediately prior to the Closing, a newly for |
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| January 28, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 28, 2021 (January 23, 2021) Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorpor |
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| January 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) January 26, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| January 27, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35180X105 (CUSIP Number) Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 206 Orlando, FL 32819 (407) 909-8015 With a copy to: Russell Lea |
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| January 25, 2021 |
EXHIBIT 99.2 January 25, 2021 CONFIDENTIAL This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 , as amended, including, without limitation, those that contain, or are identified by, words such as “outlook”, “guidance”, “believes”, “expects”, “potential” , “ continues”, “may”, “will”, “should”, “predicts”, “intends”, “pl |
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| January 25, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2021 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 25, 2021 |
Franchise Group, Inc. to Acquire Pet Supplies Plus for $700 Million EXHIBIT 99.1 Franchise Group, Inc. to Acquire Pet Supplies Plus for $700 Million Expected to be Materially Accretive to Earnings in 2021 Added Diversification and Scale to Lower Overall Cost of Capital Expected Pro Forma Net Total Leverage of Under 3.4x ORLANDO, Fla., Jan. 25, 2021 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group” or the “Company”) today announced that it h |
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| January 15, 2021 |
Franchise Group, Inc. Announces Offering of Series A Cumulative Perpetual Preferred Stock Exhibit 99.1 Franchise Group, Inc. Announces Offering of Series A Cumulative Perpetual Preferred Stock ORLANDO, Fla., January 11, 2021 (GLOBE NEWSWIRE) – Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group” or the “Company”) today announced it has commenced an underwritten registered public offering of shares of its 7.50% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share a |
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| January 15, 2021 |
Exhibit 1.1 Execution Version January 11, 2021 B. RILEY SECURITIES, INC. As representative of the several Underwriters c/o B. RILEY SECURITIES, INC. 299 Park Avenue, 21st Floor New York, New York 10171 Ladies and Gentlemen: FRANCHISE GROUP, INC., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 2,976,191 |
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| January 15, 2021 |
Franchise Group, Inc. Prices $75 Million Offering of Series A Cumulative Perpetual Preferred Stock Exhibit 99.2 Franchise Group, Inc. Prices $75 Million Offering of Series A Cumulative Perpetual Preferred Stock ORLANDO, Fla., January 12, 2021 (GLOBE NEWSWIRE) – Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group” or the “Company”) today announced the pricing of its underwritten registered public offering of 2,976,191 shares of its 7.50% Series A Cumulative Perpetual Preferred Stock, par value |
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| January 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2021 FRANCHISE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35588 (Commission File Numbe |
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| January 15, 2021 |
Exhibit 3.1 Certificate of INCREASE of The NUMBER OF SHARES OF 7.50% SERIES A CUMULATIVE PERPETUAL PREFERRED Stock of FRANCHISE GROUP, Inc. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Franchise Group, Inc., a Delaware corporation (the “Corporation”), does hereby certify: FIRST: In a Certificate of Designation filed with the Secretary of State of the State of |
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| January 15, 2021 |
Exhibit 99.3 Franchise Group, Inc. Closes Preferred Stock Offering Underwriters Partially Exercise Option to Purchase Additional Shares ORLANDO, Fla., January 15, 2021 (GLOBE NEWSWIRE) – Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group” or the “Company”) today announced the closing of its previously announced underwritten registered public offering of shares of its 7.50% Series A Cumulative P |
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| January 13, 2021 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-236211 PROSPECTUS SUPPLEMENT (To Prospectus dated June 22, 2020) FRANCHISE GROUP, INC. 2,976,191 Shares of 7.50% Series A Cumulative Perpetual Preferred Stock (Liquidation Preference of $25.00 Per Share) We are offering for sale 2,976,191 shares of our 7.50% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per |
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| January 12, 2021 |
Issuer Free Writing Prospectus Filed pursuant to Rule 433 Registration No. 333-236211 FRANCHISE GROUP, INC. Shares of 7.50% Series A Cumulative Perpetual Preferred Stock (Liquidation Amount of $25.00 Per Share) Final Term Sheet Issuer: Franchise Group, Inc. Securities: 7.50% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”) Number of Shares: 2,976,191 Shares of Series |
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| January 11, 2021 |
SUBJECT TO COMPLETION — DATED JANUARY 11, 2021 424B5 1 tm212110-1424b5.htm 424B5 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities, and are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. Filed Pursuant |
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| January 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Franchise Group, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 35180X105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| November 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 26, 2020 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-35588 Franchise Group, |
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| November 4, 2020 |
Franchise Group, Inc. Announces Third Quarter 2020 Financial Results · Raises full year guidance EXHIBIT 99.1 Franchise Group, Inc. Announces Third Quarter 2020 Financial Results · Raises full year guidance ORLANDO, Fla., Nov. 04, 2020 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group” or the “Company”) today announced the results of its third quarter ended September 26, 2020. For the third quarter of 2020, total reported revenue for Franchise Group was $551 million, GA |
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| November 4, 2020 |
Franchise Group, Inc. Announces Withdrawal of Proposed Offering of $650 Million Senior Secured Notes EXHIBIT 99.2 Franchise Group, Inc. Announces Withdrawal of Proposed Offering of $650 Million Senior Secured Notes ORLANDO, Fla., Nov. 04, 2020 (GLOBE NEWSWIRE) - Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group” or the “Company”) today announced that it has decided not to proceed with its previously announced offering of $650 million of senior secured notes due 2025 (the “Notes”) at this time |
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| November 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2020 Franchise Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35588 27-3561876 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 27, 2020 |
Exhibit 99.2 Excerpts from Franchise Group, Inc.’s Confidential Preliminary Offering Memorandum dated October 27, 2020. In this offering memorandum, the terms the “Issuer,” “Company,” “Franchise Group,” “we,” “us,” “our” and similar terms refer to Franchise Group, Inc. and its subsidiaries unless the context indicates otherwise. Non-GAAP Financial Measures We refer to the terms EBITDA, Adjusted EB |
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| October 27, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 27, 2020 FRANCHISE GROUP, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-35588 (Commission File Number) 2 |
