Tillkännagivande • Aug 22
Senior management team of Franchise Group, Inc. led by Brian Kahn, Chief Executive Officer completed the acquisition of remaining 64% stake in Franchise Group, Inc. (NasdaqGM:FRG). Senior management team of Franchise Group, Inc. led by Brian Kahn, Chief Executive Officer made a non-binding proposal to acquire remaining 64% stake in Franchise Group, Inc. (NasdaqGM:FRG) for approximately $730 million on March 20, 2023. Senior management team of Franchise Group, Inc. led by Brian Kahn, Chief Executive Officer entered into a definitive agreement and plan of merger to acquire remaining 64% stake in Franchise Group, Inc. from Vintage Capital Management, LLC and others on May 10, 2023. The buyer will acquire all of the outstanding shares of Franchise for a price of $30 per share in cash. The consortium has also received definitive financing commitments from third party lenders and institutional investors, including B. Riley Financial Inc. and Irradiant Partners, to finance a portion of the purchase price. The Management Group has agreed to rollover their shares of common stock of the Company in connection with, and vote their shares of common stock in favor of, the proposed merger. The Merger Agreement also includes a 30 day “go shop” period that will allow Franchise Group to affirmatively solicit alternative proposals from interested parties. Upon completion of the proposed merger, Franchise Group will become a private company and will no longer be publicly listed or traded on NASDAQ. Franchise Group’s management team, including Brian Kahn, is expected to continue to lead the Company. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances, FRG will be required to pay a termination fee of $20.72 million and buyers will be required to pay FRG a termination fee of $55 million. B. Riley has committed to capitalize Parent at the closing of the Merger with an aggregate equity contribution up to $560 million on the terms and subject to the conditions set forth in an equity commitment letter. Certain financial institutions have agreed to provide with debt financing in an aggregate principal amount of up to $475 million on the terms and subject to the conditions set forth in a debt commitment letter.
The non-binding proposal is subject to certain conditions to acquire all of the outstanding shares of Franchise. Transaction is subject to satisfaction or waiver of customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act, approval by regulatory authorities and the approval of the shareholders of Franchise Group. The independent directors of Franchise Group’s Board of Directors have unanimously approved the proposed merger based upon the unanimous recommendation of a Special Committee of the Board of Directors. The Franchise Group approved all proposals related to the proposed acquisition. The proposed merger is anticipated to close in the second half of 2023. The proposed merger is anticipated to close in early in the week of August 20, 2023.
Jefferies LLC is serving as financial advisor to the Special Committee and David A. Katz and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz is serving as legal counsels to the Special Committee. David W. Ghegan of Troutman Pepper Hamilton Sanders LLP is serving as legal counsel to Franchise Group. Willkie Farr & Gallagher LLP is serving as legal counsel for Brian Kahn. Sullivan & Cromwell LLP is serving as legal counsel for B. Riley Financial, Inc. Davis Polk & Wardwell LLP is serving as legal counsel for Irradiant Partners.
Senior management team of Franchise Group, Inc. led by Brian Kahn, Chief Executive Officer completed the acquisition of remaining 64% stake in Franchise Group, Inc. (NasdaqGM:FRG) on August 21, 2023. Tillkännagivande • Aug 18
Franchise Group Ticks Higher Amid Nasdaq Delisting Notice for Management Buyout Franchise Group, Inc. (NasdaqGM:FRG) ticked up 0.7% in after hours trading amid a Nasdaq delisting notice for its $30 a share sale to a management-led group. The owner of brands including Vitamin Shoppe, Buddy's Home Furnishings, and Sylvan Learning is set to have its last trading date on August 21, according to a Nasdaq notice on August 16, 2023. The Nasdaq notice comes ahead of a Franchise Group (FRG) stockholder vote on August 17, 2023 for stockholders to approve the sale to a consortium that includes Chief Executive Officer Brian Kahn as well as B. Riley Financial, Inc. (NasdaqGM:RILY) and Irradiant Partners, LP . Tillkännagivande • May 12
B. Riley Financial, Inc. (NasdaqGM:RILY) and Irradiant Partners, LP along with senior management lead by Brian Kahn with affiliates and related parties of the senior management team entered into a definitive agreement to acquire 64% stake in Franchise Group, Inc. (NasdaqGM:FRG) for an enterprise value of approximately $2.6 billion. B. Riley Financial, Inc. (NasdaqGM:RILY) and Irradiant Partners, LP along with senior management lead by Brian Kahn with affiliates and related parties of the senior management team entered into a definitive agreement to acquire 64% stake in Franchise Group, Inc. (NasdaqGM:FRG) for an enterprise value of approximately $2.6 billion on May 10, 2023. The consideration includes Company’s net debt and outstanding preferred stock. Under the terms of the proposed merger, Franchise Group common stockholders, other than the Management Group (the “Public Stockholders”), will receive $30.00 in cash for each share of Franchise Group common stock they hold. This represents a premium of 31.9% to the Company’s unaffected closing common stock price on March 17, 2023, the last trading day before the Company announced the receipt of an unsolicited proposal to acquire the Company from a third party. The Management Group has agreed to rollover their shares of common stock of the Company in connection with, and vote their shares of common stock in favor of, the proposed merger, with such voting obligation terminating should the Merger Agreement be validly terminated, including in connection with a “superior proposal.” The consortium has also received definitive financing commitments from third party lenders and institutional investors, including B. Riley Financial Inc. and Irradiant Partners, to finance a portion of the purchase price. Upon completion of the proposed merger, Franchise Group will become a private company and will no longer be publicly listed or traded on NASDAQ. Franchise Group’s management team, including Brian Kahn, is expected to continue to lead the Company. Franchise Group plans to continue to operate its current portfolio of highly recognized brands.
The proposed merger is anticipated to close in the second half of 2023, subject to satisfaction or waiver of customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and the approval of the Company’s stockholders, including approval by a majority of the shares of common stock of the Company not owned or controlled by the Management Group or other members of the buyer consortium. The Merger Agreement also includes a 30 day “go shop” period that will allow the Company to affirmatively solicit alternative proposals from interested parties. The independent directors of Franchise Group’s Board of Directors have unanimously approved the proposed merger based upon the unanimous recommendation of a Special Committee of the Board of Directors, which was composed of independent directors not affiliated with the Management Group and was advised by its own financial and legal advisors.
Jefferies LLC is serving as financial advisor to the Special Committee and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to the Special Committee. Troutman Pepper Hamilton Sanders LLP is serving as legal counsel to Franchise Group. Willkie Farr & Gallagher LLP is serving as legal counsel for Brian Kahn. Sullivan & Cromwell LLP is serving as legal counsel for B. Riley Financial, Inc. Davis Polk & Wardwell LLP is serving as legal counsel for Irradiant Partners. Tillkännagivande • Feb 17
Franchise Group, Inc. to Report Fiscal Year 2022 Results on Feb 28, 2023 Franchise Group, Inc. announced that they will report fiscal year 2022 results on Feb 28, 2023 Tillkännagivande • Jan 25
Franchise Group, Inc. Reaffirms Earnings Guidance for the Year 2022 Franchise Group, Inc. reaffirmed earnings guidance for the year 2022. The Company also announced that it expects to report fiscal 2022 results in line with or exceeding the financial outlook it previously provided on November 3, 2022, which indicated that the Company’s total reported revenue is expected to be approximately $4.3 billion. 
