Item 1.01. Entry into a Material Definitive Agreement.

On June 25, 2020, Franchise Group, Inc., a Delaware corporation (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") with B. Riley FBR, Inc., as representative of the several underwriters named therein (the "Underwriters") to issue and sell an aggregate of 4,200,000 shares (the "Firm Shares") of common stock, par value $0.01 per share, of the Company (the "Common Stock") in a public offering, at a price to the public of $23.25 per share, pursuant to a registration statement on Form S-3 (Registration No. 333-236211) and the accompanying prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission (the "Offering"). In addition, the Company granted the Underwriters an option to purchase up to an additional 630,000 shares of the Common Stock for a period of 30 days from June 25, 2020 (the "Option").

The Company estimates that the net proceeds from the Offering will be approximately $92 million, or approximately $106 million if the Underwriters exercise the Option in full, after deducting underwriting discounts and estimated offering expenses. The Offering of the Firm Shares closed on June 30, 2020.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the legal opinion of Troutman Sanders LLP relating to the legality of the Firm Shares sold is filed as Exhibit 5.1 to this Current Report on Form 8-K.




Item 8.01.   Other Events.
On June 25, 2020, the Company issued a press release announcing the Offering
described in Item 1.01 of this Current Report on Form 8-K. A copy of the press
release is attached hereto as Exhibit 99.1.
On June 26, 2020, the Company issued a press release announcing the upsizing and
pricing of the Offering described in Item 1.01 of this Current Report on Form
8-K. A copy of the press release is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits



(c) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
  1.1              Underwriting Agreement, dated June 25, 2020, by and between
                 Franchise Group, Inc. and B. Riley FBR, Inc., as representative
                 of the several underwriters.
  5.1              Opinion of Troutman Sanders LLP.
  23.1             Consent of Troutman Sanders LLP (included in Exhibit 5.1).
  99.1             Press Release dated June 25, 2020.
  99.2             Press Release dated June 26, 2020.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses