May 11, 2023

On May 10, Franchise Group, Inc. announced that it entered into a definitive agreement and plan of merger pursuant to which members of the company’s senior management team led by Willkie client Brian Kahn, Franchise Group’s Chief Executive Officer, in financial partnership with a consortium, will acquire the approximately 64% of the company’s issued and outstanding common stock that the management group does not presently own or control. 

Under the terms of the proposed merger, Franchise Group common stockholders, other than the management group, will receive $30.00 in cash for each share of Franchise Group common stock they hold. The transaction has an enterprise value of approximately $2.6 billion, including the company’s net debt and outstanding preferred stock.

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 is the owner and operator of franchised and franchisable businesses, including Pet Supplies Plus, Wag N’ Wash, American Freight, The Vitamin Shoppe, Badcock Home Furniture & More, Buddy’s Home Furnishings and Sylvan Learning.

The Willkie team is led by partners Russell Leaf, Tariq Mundiya and Jared Fertman and counsel Jeffrey Daniel, and included partners Sean Ewen, Andres Mena and Charlotta Chung.