8-K
filed August 21, 2023, 7:59 PM ET
CIK 0001528930
M&A
confidence high
sentiment neutral
materiality 0.90
Franchise Group, Inc.: debt financing — Franchise Group completes $636.7M going-private merger; stockholders get $30 per share
Franchise Group, Inc.
- Merger completed on Aug 21, 2023; stockholders received $30.00 cash per share of common stock.
- Aggregate merger consideration approximately $636.7 million to non-rollover stockholders.
- Series A Preferred Stock to be redeemed on Aug 22, 2023 at $25.00 per share plus accrued dividends.
- Brian R. Kahn becomes sole director; all other directors cease; officers remain unchanged.
- Company's common and preferred stock delisted from Nasdaq; plans to deregister with SEC.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
Franchise Group, Inc. amended credit facility of not disclosed with Valor Acquisition, LLC at amended reference rate from LIBOR to SOFR, increased interest rate margin for lo maturing not disclosed.
- Instrument
- credit facility
- Principal
- not disclosed
- Counterparty
- Valor Acquisition, LLC
- Rate
- amended reference rate from LIBOR to SOFR, increased interest rate margin for lo
- Maturity
- not disclosed
- Event
- amendment
Exact text from the filing
The Second Lien Amendment amends the Second Lien Credit Agreement, among other things, to (i) amend the reference rate from LIBOR to SOFR, (ii) increase the interest rate margin for loans based on the alternative base rate from 6.50% to 9.00% and for loans based on SOFR from 7.50% to 10.00% with a step-up upon the satisfaction of certain conditions, (iii) permit certain assignments to the Company and its affiliates and (iv) permit the exchange of certain loans extended under a certain credit agreement to which the direct parent of the Company is party into loans under the Second Lien Credit Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian R. Kahn changed role as sole director at Franchise Group, Inc..
- Action
- became
- Role
- sole director
Exact text from the filing
Brian R. Kahn, who was the sole director of Merger Sub and a director of the Company immediately before the Effective Time, became the sole director of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Franchise Group, Inc.: Amended and restated the Bylaws in their entirety to conform to the bylaws of Merger Sub.
- Change
- bylaw amendment
Exact text from the filing
the Company’s Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Franchise Group, Inc.: Amended and restated the Certificate of Incorporation in its entirety as part of a merger.
- Change
- charter amendment
Exact text from the filing
the Company’s Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Franchise Group, Inc. entered into Merger Agreement with Parent and Merger Sub.
- Action
- entry
- Agreement
- merger
- Counterparty
- Parent and Merger Sub
Exact text from the filing
Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “ Merger ”), with the Company surviving the Merger as a subsidiary of Parent (the “ Surviving Corporation ”).
View on SEC.gov
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