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. Tillkännagivande • Dec 20
Franchise Group, Inc. Approves Quarterly Cash Dividend, Payable on or About January 17, 2023 Franchise Group, Inc. 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 January 17, 2023 to holders of record of the Company’s common stock on the close of business on January 3, 2023. Tillkännagivande • Oct 14
Franchise Group, Inc. to Report Q3, 2022 Results on Nov 03, 2022 Franchise Group, Inc. announced that they will report Q3, 2022 results on Nov 03, 2022 Tillkännagivande • Sep 03
Oak Street Reportedly in $2 Billion Bid for Kohl's Real Estate Oak Street Real Estate Capital LLC has made an offer to acquire as much as $2 billion of property from Kohl's Corporation (NYSE:KSS) and have the U.S. retailer lease back its stores, according to people familiar with the matter. Oak Street's interest offers Kohl's another chance to cut a deal after negotiations to sell itself to Franchise Group, Inc. (NasdaqGM:FRG), owner of the Vitamin Shoppe, for almost $8 billion fell through in July over the department store operator's deteriorating business prospects. Oak Street had sought to help finance Franchise Group's bid. Oak Street has now offered between $1.5 billion and $2 billion to buy real estate from Kohl's and the two sides have met in the last few days to discuss a possible deal, the sources said. There is no certainty that negotiations will continue and that a deal will be reached, the sources added. It's not clear how many of Kohl's 1,100 stores would be involved in any deal with Oak Street. Oak Street representatives declined to comment, while a Kohl's spokesperson could not be reached for comment. Tillkännagivande • Aug 06
Franchise Group, Inc. Revises Revenue Guidance for the Fiscal Year 2022 Franchise Group, Inc. revised revenue guidance for the fiscal year 2022. For the fiscal year 2022, the company expects revenue of approximately $4.3 billion from $4.45 billion. Tillkännagivande • Aug 03
Franchise Group, Inc. Announces Approval of Quarterly Common Stock Dividend, Payable on or About October 14, 2022 Franchise Group, Inc. 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 October 14, 2022 to holders of record of the Company’s common stock on the close of business on September 30, 2022. Tillkännagivande • Jul 19
Franchise Group, Inc. to Report Q2, 2022 Results on Aug 04, 2022 Franchise Group, Inc. announced that they will report Q2, 2022 results on Aug 04, 2022 Tillkännagivande • Jul 02
Kohl's Walks Away from Sale Talks with Franchise Kohl's Corporation (NYSE:KSS) said on Friday that it has terminated negotiations to sell itself to local Franchise Group, Inc. (NasdaqGM:FRG) because of the deteriorated financing and retail environment. Kohl’s entered into exclusive discussions with Franchise at the start of June, pursuing a deal worth about USD 7.7 billion (EUR 7.4 billion). However, “the current financing and retail environment created significant obstacles to reaching an acceptable and fully executable agreement,” Kohl’s said on July 1, 2022. Given the environment and market volatility, the company’s board of directors decided that “it simply was not prudent to continue pursuing a deal.” Kohl’s said that the board unanimously determined to conclude its strategic review process. As part of it, the company engaged with 25 parties of which Franchise Group emerged as a top bidder. Tillkännagivande • Jun 23
Franchise Group Reportedly Mulls Lowering Bid for Kohl's Closer to $50 Per Share Franchise Group, Inc. (NasdaqGM:FRG) is considering lowering its bid for department store chain Kohl's Corporation (NYSE:KSS) to closer to $50 per share from about $60 apiece, CNBC reported, citing a source familiar with the deal talks. Shares in Kohl's fell more than 10% after the report. Franchise is considering whether buying Kohl's is the best use of the Vitamin Shoppe owner's capital, according to the report. Kohl's and Franchise Group did not immediately respond to Reuters requests for comment. Tillkännagivande • Jun 09
Kohl's in Advanced Buyout Talks with Franchise Group Kohl's Corporation (NYSE:KSS) said that it is in advanced talks to be sold in a deal worth about $8 billion. The Wisconsin chain said late June 6, 2022 that it was in a three-week exclusive takeover period with the owner of Vitamin Shoppe for $60 per share. The buyer, Franchise Group, Inc. (NasdaqGM:FRG) will make final financing arrangements and complete due diligence before signing off on the deal during that period. Last month Kohl's CEO Michelle Gass said that the company had received multiple offers from parties looking to buy the business. At the time the department store chain said that its board was working with Goldman Sachs to explore strategic alternatives, which had included engaging with 25 parties. The board had requested fully-financed final bids to be submitted. The potential deal between Kohl's and Franchise Group still needs approval from the boards of both companies. Tillkännagivande • May 20
Franchise Group, Inc. (NasdaqGM:FRG) announces an Equity Buyback for $500 million worth of its shares. Franchise Group, Inc. (NasdaqGM:FRG) announces a share repurchase program. Under the program, the company will repurchase up to $500 million worth of its common shares. The program will be valid for a period of 3 years. Tillkännagivande • May 08
Franchise Group, Inc. Provides Earnings Guidance for the Fiscal Year 2022 Franchise Group, Inc. provided earnings guidance for the fiscal year 2022. For the period, the company expects revenue of approximately $4.45 billion. Tillkännagivande • Apr 23
Franchise Group, Inc., Annual General Meeting, May 17, 2022 Franchise Group, Inc., Annual General Meeting, May 17, 2022, at 10:30 US Eastern Standard Time. Agenda: To consider Election of seven directors to the Board of Directors, each to serve until the 2023 annual meeting and until their successors are elected and qualified; to consider Approval, in an advisory and non-binding vote, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement; to consider Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022; and to Transact any other business that properly comes before the 2022 Annual Meeting and any adjournment or postponement thereof. Tillkännagivande • Apr 19
Franchise Group, Inc. to Report Q1, 2022 Results on May 05, 2022 Franchise Group, Inc. announced that they will report Q1, 2022 results on May 05, 2022 Tillkännagivande • Feb 08
Franchise Group, Inc. to Report Q4, 2021 Results on Feb 23, 2022 Franchise Group, Inc. announced that they will report Q4, 2021 results on Feb 23, 2022 Tillkännagivande • Dec 10
Franchise Group, Inc. Announces Earnings Guidance for Fiscal Year 2022 Franchise Group, Inc. announced earnings guidance for fiscal year 2022. For the fiscal year 2022, the Company expects to generate revenue of approximately $4.45 billion, net income of approximately $180 million or $4.20 per share. Tillkännagivande • Nov 24
Franchise Group, Inc. (NasdaqGM:FRG) acquired W.S. Badcock Corporation from family approximately $580 million. Franchise Group, Inc. (NasdaqGM:FRG) acquired W.S. Badcock Corporation from family for transaction valued at approximately $580 million on November 22, 2021. Franchise acquired W.S. Badcock Corporation in an all cash transaction valued at approximately $580 million. J.P. Morgan arranged for $575 million in new term loans to finance the transaction (the “Financing”). For Badcock’s fiscal year end June 30, 2021, Badcock generated consolidated revenue of approximately $901.9 million and Adjusted EBITDA of approximately $139.5 million. Revenue and Adjusted EBITDA include financial results from all three discrete Badcock businesses. For fiscal year 2022, Franchise Group expects the transaction will be at least $0.5 accretive to Non-GAAP EPS. Willkie Farr & Gallagher LLP, Troutman Pepper Hamilton Sanders LLP and DLA Piper LLP acted as legal advisors to Franchise Group. Mann, Armistead & Epperson, Ltd. acted as financial advisor and Trenam Law acted as legal counsel to W.S. Badcock Corporation.
Franchise Group, Inc. (NasdaqGM:FRG) completed the acquisition of W.S. Badcock Corporation from family on November 22, 2021. Tillkännagivande • Sep 29
Franchise Group, Inc. (NasdaqGM:FRG) completed the acquisition of Sylvan Learning, Inc. from Educate, Inc. in a transaction valued at $81 million. Franchise Group, Inc. (NasdaqGM:FRG) acquired Sylvan Learning, Inc. from Educate, Inc. in a transaction valued at $81 million on September 27, 2021. The Transaction was financed with available cash. Transaction is expected to be immediately Accretive to earnings. Willkie Farr & Gallagher LLP acted as legal advisor to Franchise Group, Inc. DLA Piper LLP acted as legal advisor to Franchise Group, Inc. Tyton Partners acted as financial advisor to Sylvan Learning, Inc. Tyton Partners acted as legal advisor to Sylvan Learning, Inc.
Franchise Group, Inc. (NasdaqGM:FRG) completed the acquisition of Sylvan Learning, Inc. from Educate, Inc. on September 27, 2021. Tillkännagivande • Aug 05
Franchise Group, Inc. Provides Earnings Guidance for 2021 Franchise Group, Inc. provided earnings guidance for 2021. For the period, the company expects revenue in the range from $3.0 billion - $3.1 billion to at least $3.05 billion. Tillkännagivande • May 08
Franchise Group, Inc. Maintains Revenue Guidance for 2021 Franchise Group, Inc. maintaining prior guidance of revenue of $3 billion to $3.1 billion for 2021. Tillkännagivande • May 05
Franchise Group, Inc. Approves Quarterly Cash Dividend, Payable on or About July 15, 2021 Franchise Group, Inc. announced that its board of directors approved a quarterly dividend to common stockholders of $0.375 per share. The cash dividend will be paid on or about July 15, 2021 to holders of record of the company’s common stock on the close of business on July 1, 2021. Tillkännagivande • Mar 12
Franchise Group, Inc. (NasdaqGM:FRG) completed the acquisition of Pet Supplies Plus, LLC from Sentinel Capital Partners VI-A, L.P. managed by Sentinel Capital Partners, L.L.C Franchise Group, Inc. (NasdaqGM:FRG) entered into a definitive agreement to acquire Pet Supplies Plus, LLC from Sentinel Capital Partners VI-A, L.P. managed by Sentinel Capital Partners, L.L.C. in a transaction valued at approximately $700 million on January 23, 2021. In connection with the signing of the definitive agreement, Franchise Group entered into commitments arranged by J.P. Morgan, Citizens Bank and Credit Suisse for $1.3 billion in new term loan credit facilities to refinance the Company’s existing term loan for its Buddy’s Home Furnishings, American Freight and Liberty Tax businesses and provide acquisition financing for the Transaction, including commitments from an affiliate of B. Riley Financial for up to $300 million in unsecured financings. The Closing of the Transaction is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other customary closing conditions. The Transaction is expected to close in March 2021. The Transaction will be immediately accretive to its Non-GAAP EPS in 2021. B. Riley Securities served as financial advisor and Daniel Mun, Russell Leaf, David Tarr, Guy Inbar and Rose Ohanesian of Willkie Farr & Gallagher LLP served as legal counsel to Franchise Group. Piper Sandler, North Point, and Robert W. Baird & Co. served as financial advisors to Pets Supplies Plus and Kramer Levin provided legal counsel. Kramer Levin Naftalis & Frankel LLP acted as legal advisor to Sentinel Capital Partners, L.L.C.
Franchise Group, Inc. (NasdaqGM:FRG) completed the acquisition of Pet Supplies Plus, LLC from Sentinel Capital Partners VI-A, L.P. managed by Sentinel Capital Partners, L.L.C on March 10, 2021. Tillkännagivande • Mar 05
Franchise Group, Inc. to Report Q4, 2020 Results on Mar 10, 2021 Franchise Group, Inc. announced that they will report Q4, 2020 results on Mar 10, 2021 Tillkännagivande • Jan 26
Franchise Group, Inc. (NasdaqGM:FRG) entered into a definitive agreement to acquire Pet Supplies Plus, LLC from Sentinel Capital Partners, L.L.C. in a transaction valued at approximately $700 million. Franchise Group, Inc. (NasdaqGM:FRG) entered into a definitive agreement to acquire Pet Supplies Plus, LLC from Sentinel Capital Partners, L.L.C. in a transaction valued at approximately $700 million on January 25, 2021. In connection with the signing of the definitive agreement, Franchise Group entered into commitments arranged by J.P. Morgan, Citizens Bank and Credit Suisse for $1.3 billion in new term loan credit facilities to refinance the Company’s existing term loan for its Buddy’s Home Furnishings, American Freight and Liberty Tax businesses and provide acquisition financing for the Transaction, including commitments from an affiliate of B. Riley Financial for up to $300 million in unsecured financings. The Closing of the Transaction is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other customary closing conditions. The Transaction is expected to close in March 2021. The Transaction will be immediately accretive to its Non-GAAP EPS in 2021. B. Riley Securities served as financial advisor and Willkie Farr & Gallagher LLP served as legal counsel to Franchise Group. Piper Sandler, North Point, and Robert W. Baird & Co. served as financial advisors to Pets Supplies Plus and Kramer Levin provided legal counsel. Tillkännagivande • Nov 13
bebe stores, inc. (OTCPK:BEBE) acquired 47 Buddy’s locations of Franchise Group from Franchise Group, Inc. (NasdaqGM:FRG) for $35 million. bebe stores, inc. (OTCPK:BEBE) acquired 47 Buddy’s locations of Franchise Group from Franchise Group, Inc. (NasdaqGM:FRG) for $35 million on November 11, 2020. The transaction will be funded by a 1.5 million primary share purchase by B. Riley Financial at a price of $5 per share, a $22 million secured loan led by MILFAM, LLC, and available cash on hand. The company intends to use the proceeds of this transaction to repay $35 million of its term loan.
bebe stores, inc. (OTCPK:BEBE) completed the acquisition of 47 Buddy’s locations of Franchise Group from Franchise Group, Inc. (NasdaqGM:FRG) on November 11, 2020. Tillkännagivande • Nov 12
Franchise Group, Inc. Refranchises 47 Buddy’s Locations for $35 million and Signs a Development Deal for 20 Locations with bebe stores, inc Franchise Group, Inc. announced it has refranchised 47 Buddy’s locations to bebe stores, inc. for $35 million. The agreement also includes a planned development schedule for bebe to open 20 new Buddy’s locations. The Company intends to use the proceeds of this transaction to repay $35 million of its term loan. The impact of the refranchising agreement will reduce the Company’s annual revenue by approximately $35 million and Adjusted EBITDA by approximately $6 million, excluding any future impact from the franchisee’s new store openings. Tillkännagivande • Oct 28
Franchise Group, Inc. to Report Q3, 2020 Results on Nov 04, 2020 Franchise Group, Inc. announced that they will report Q3, 2020 results on Nov 04, 2020