CONNS INC: M&A transaction — Conn's acquires W.S. Badcock LLC; issues convertible preferred stock representing 49.99% of shares

CONNS INC

Acquired W.S. Badcock LLC via contribution of equity interests; issued 656,848 shares of preferred stock to Newco BHF and 343,152 to FVCM.
Preferred stock convertible into 24,540,295 shares of non-voting common stock, equal to 49.99% of outstanding common stock post-issue.
Entered into $108M second-lien term loan (Term SOFR +8.00%, 4.80% floor) to refinance existing Pathlight term loan and for working capital.
Amended revolving credit facility: maturity extended to Dec. 18, 2026; borrowing base increased to $400M; minimum availability raised to $100M.
Appointed Norman L. Miller as permanent President and CEO effective Dec. 18, 2023; compensation unchanged from interim role.

item 1.01 item 1.02 item 2.01 item 2.03 item 3.02 item 5.02 item 5.03 item 9.01

Executive movements

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Appointed

Norman L. Miller

President and Chief Executive Officer

CONNS INC

Effective: 2023-12-18
Filed: December 21, 2023, 6:59 PM ET

On December 18, 2023, the Board of Directors (the “Board”) of the Company appointed Norman L. Miller, previously the Interim President and Chief Executive Officer, to the position of President and Chief Executive Officer effective immediately.

Key facts

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Executive change SEC 8-K Item 5.02 confidence 1.0

Norman L. Miller was appointed as President and Chief Executive Officer at CONNS INC.

Action: appointed
Role: President and Chief Executive Officer

Exact text from the filing

On December 18, 2023, the Board of Directors (the “Board”) of the Company appointed Norman L. Miller, previously the Interim President and Chief Executive Officer, to the position of President and Chief Executive Officer effective immediately.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

CONNS INC completed an acquisition involving Newco BHF (closed 2023-12-18).

Action: acquisition
Counterparty: Newco BHF
Closing: 2023-12-18

Exact text from the filing

The closing of the contributions and the issuance of the Preferred Stock occurred simultaneously with the signing of the Investment Agreement.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CONNS INC entered into Investment Agreement with Franchise Group Newco BHF, LLC, W.S. Badcock LLC, Freedom VCM Interco Holdings, Inc., Franchise Group, Inc. (effective 2023-12-18).

Action: entry
Counterparty: Franchise Group Newco BHF, LLC, W.S. Badcock LLC, Freedom VCM Interco Holdings, Inc., Franchise Group, Inc.
Effective: 2023-12-18

Exact text from the filing

On December 18, 2023, Conn’s, Inc. (the “Company”) entered into an investment agreement (the “Investment Agreement”), among the Company, Franchise Group Newco BHF, LLC (“Newco BHF”), W.S. Badcock LLC (“Badcock”), Freedom VCM Interco Holdings, Inc. (“FVCM”) and Franchise Group, Inc. (“FGI”).

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19 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Source: SEC EDGAR

accession 0001193125-23-301204

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