B. Riley Financial, Inc. and Irradiant Partners, LP along with senior management lead by Brian Kahn with affiliates and related parties of the senior management team entered into a definitive agreement to acquire 64% stake in Franchise Group, Inc. for an enterprise value of approximately $2.6 billion.
The proposed merger is anticipated to close in the second half of 2023, subject to satisfaction or waiver of customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and the approval of the Companyâs stockholders, including approval by a majority of the shares of common stock of the Company not owned or controlled by the Management Group or other members of the buyer consortium. The Merger Agreement also includes a 30 day âgo shopâ period that will allow the Company to affirmatively solicit alternative proposals from interested parties. The independent directors of Franchise Groupâs Board of Directors have unanimously approved the proposed merger based upon the unanimous recommendation of a Special Committee of the Board of Directors, which was composed of independent directors not affiliated with the Management Group and was advised by its own financial and legal advisors.
Jefferies LLC is serving as financial advisor to the Special Committee and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to the Special Committee. Troutman Pepper Hamilton Sanders LLP is serving as legal counsel to Franchise Group. Tariq Mundiya, Russell Leaf, Jared Fertman, Jeffrey Daniel, Andres Mena and Charlotta Chung of Willkie Farr & Gallagher LLP is serving as legal counsel for Brian Kahn. Sullivan & Cromwell LLP is serving as legal counsel for B. Riley Financial, Inc. Davis Polk & Wardwell LLP is serving as legal counsel for Irradiant Partners.