{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-093924","form_type":"8-K","ticker":null,"cik":"0001528930","company_name":"Franchise Group, Inc.","filed_at":"2023-08-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:34.209601+00:00","generated_at":"2026-06-11T06:09:55.746811+00:00","sec_items":["1.01","2.03","2.01","3.01","3.03","5.02","5.03","5.07","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Franchise Group completes $636.7M going-private merger; stockholders get $30 per share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-093924","json":"https://secwatch.observer/filing/0001104659-23-093924.json","markdown":"https://secwatch.observer/filing/0001104659-23-093924.md","text":"https://secwatch.observer/filing/0001104659-23-093924.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1528930/000110465923093924/0001104659-23-093924-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1528930/000110465923093924/tm2324214d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T06:09:55.746811+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"941794c69aa04ea1df54759d2d6476146749dcb0","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1528930/000110465923093924/0001104659-23-093924-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"credit facility"},{"label":"Principal","value":"not disclosed"},{"label":"Counterparty","value":"Valor Acquisition, LLC"},{"label":"Rate","value":"amended reference rate from LIBOR to SOFR, increased interest rate margin for lo"},{"label":"Maturity","value":"not disclosed"},{"label":"Event","value":"amendment"}],"fact_type":"debt_financing"},{"claim_id":"af740fdd8c","claim":"Brian R. Kahn changed role as sole director at Franchise Group, Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1528930/000110465923093924/0001104659-23-093924-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"sole director"}],"fact_type":"executive_change"},{"claim_id":"9651e8fd5b135ac01c03485b7567be3a0a1ed7bb","claim":"Franchise Group, Inc.: Amended and restated the Bylaws in their entirety to conform to the bylaws of Merger Sub.","evidence_excerpt":"the Company’s Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1528930/000110465923093924/0001104659-23-093924-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"baa0fe273096c5564f625dfea5d797b6ca299c54","claim":"Franchise Group, Inc.: Amended and restated the Certificate of Incorporation in its entirety as part of a merger.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1528930/000110465923093924/0001104659-23-093924-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"8f775af05845ce654b2c2e8d502215c4e01a8c6e","claim":"Franchise Group, Inc. entered into Merger Agreement with Parent and Merger Sub.","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1528930/000110465923093924/0001104659-23-093924-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Parent and Merger Sub"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}