UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 31, 2022
Date of Report (date of earliest event reported)
Franchise Group, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Delaware
| 001-35588
| 27-3561876
|
(State or Other Jurisdiction of Incorporation)
| (Commission File Number)
| (IRS Employer Identification No.)
|
109 Innovation Court, Suite J
Delaware, Ohio 43015
(Address of Principal Executive Offices) (ZIP Code)
(740) 363-2222
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
| | | | | | | | |
| Title of each class | Trading
Symbol(s) | Name of each exchange
on which registered |
| Common Stock, $0.01 par value | FRG | NASDAQ Global Market |
| 7.50% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share and liquidation preference of $25.00 per share | FRGAP | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Sale of Badcock Properties
On March 31, 2022 (the “Closing Date”), W.S. Badcock Corporation, a Florida corporation (“Badcock”) and an indirect wholly-owned subsidiary of Franchise Group, Inc., a Delaware corporation (the “Company”), entered into and completed certain transactions contemplated by a Purchase and Sale Agreement (the “Purchase Agreement”) with National Retail Properties, LP, a Delaware limited partnership (the “Purchaser”) for the sale of 35 retail stores and dealer-operated properties (each, a “Property” and collectively, the “Properties”), subject to the terms and conditions contained in the Purchase Agreement (the “Sale Transaction”). Pursuant to the terms and provisions of the Purchase Agreement, on the Closing Date, Badcock sold the Properties in exchange for the payment by Purchaser to Badcock of an aggregate amount of $94,000,000 in cash, subject to certain transaction expenses (collectively, the “Sale Transaction Proceeds”). The Company anticipates using all or a portion of the Sale Transaction Proceeds to repay a portion of its existing indebtedness (the “Debt Repayment”).
In connection with the Purchase Agreement, at the closing of the Sale Transaction Badcock entered into lease agreements (each, a “Lease” and collectively, the “Leases”) in respect of each Property to lease back each Property from the Purchaser (collectively, the “Lease Transaction” and together with the Sale Transaction, the “Transactions”). Each Lease provides that Badcock will lease the applicable Property for 15 years, with three five-year renewal options. Annual rents under the Leases are generally consistent with market rates for the respective geographic areas. In addition, Badcock has rights of first refusal with respect to the Properties and customary Lease termination rights. On the Closing Date, the Company entered into guaranties of each Lease with the Purchaser, pursuant to which the Company has guaranteed the full payment by Badcock of all rent and other amounts required to be paid by, and the full performance of all other obligations of Badcock under the applicable Lease.
The Purchase Agreement contains customary representations, warranties and covenants for a transaction of this type, including without limitation, representations and warranties by (a) Badcock and the Company, as applicable, regarding, among other things, (i) Badcock’s and the Company’s corporate organization and capitalization, (ii) the accuracy of Badcock’s financial statements provided to the Purchaser and (iii) compliance with law and (b) the Purchaser regarding, among other things, its corporate organization. Subject to the provisions of the Purchase Agreement, Badcock has agreed to indemnify the Purchaser and its affiliates for losses resulting from breaches of representations, warranties and covenants of Badcock in the Purchase Agreement. Badcock’s indemnification obligations are subject to various limitations, including, among other things, caps and time limitations.
The description of the Purchase Agreement is qualified in its entirety by reference to the text of the document that will be filed with the quarterly report on Form 10-Q of the Company for the quarter ended March 26, 2022.
Cautionary Statement Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, including the sale or the value received of additional Badcock real estate, ongoing landlord-tenant relationships or disputes, the amount of debt the Company will repay, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of the Company or its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any projected future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, many of which are beyond the control of the Company. Please refer to the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the period ended December 25, 2021, and comparable sections of the Company’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this report are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected
consequences to or effects on the Company or its business or operations. Readers are cautioned not to rely on the forward-looking statements contained in this report. Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in "Item 1.01 Entry into a Material Definitive Agreement" is incorporated herein by reference.
Item 8.01. Other Events.
On March 31, 2022, the Company issued a press release announcing the closing of the Transactions and the Debt Repayment. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| FRANCHISE GROUP, INC. |
| | |
| Date: March 31, 2022 | By: | /s/ Eric F. Seeton |
| | Eric F. Seeton |
| | Chief Financial Officer |
