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Washington, D.C. 20549






Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 25, 2021


Franchise Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware 001-35588 27-3561876
(State or Other Jurisdiction of
(Commission File Number) (I.R.S. Employer Identification No.)


2387 Liberty Way

Virginia Beach, Virginia 23456

(Address of Principal Executive Offices) (Zip Code)


(757) 493-8855

(Registrant's telephone number, including area code)



(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:


¨ 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 Act:


Title of each class Trading Symbol(s) Name of each exchange on which
Common Stock, par value $0.01 per share 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 7.01. Regulation FD Disclosure.


On January 25, 2021, Franchise Group, Inc. (the “Company”) issued a press release announcing its acquisition of Pet Supplies Plus, a leading omnichannel retail chain and franchisor of pet supplies and services, in an all cash transaction valued at approximately $700 million from an affiliate of Sentinel Capital Partners (the “Acquisition”). The Company has obtained commitments from lenders to provide $1.3 billion of debt financing to refinance the Company’s existing term loan and provide financing for the Acquisition (the “Financing”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


In addition, the Company will conduct a conference call and simultaneous presentation to investors at 8:45 a.m. EST on January 25, 2021 to discuss the Acquisition and the Financing. A copy of the investor presentation is attached hereto as Exhibit 99.2.


The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
99.1   Press Release, dated January 25, 2021.
99.2   Investor Presentation, dated January 25, 2021.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).














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: January 25, 2021 By:  /s/ Eric F. Seeton
    Eric F. Seeton
    Chief Financial Officer