Item 8.01. Other Events.
On February 14, 2020, Franchise Group, Inc. (the "Company") completed its
acquisition of American Freight Group, Inc. ("American Freight"), pursuant to
the terms of that certain Agreement and Plan of Merger (as amended, the "Merger
Agreement") by and among Franchise Group Newco Intermediate AF, LLC ("Parent"),
American Freight, Franchise Group Merger Sub AF, Inc., a Delaware limited
liability company and a subsidiary of Parent ("Merger Sub"), and The Jordan
Company, L.P., a Delaware limited partnership, solely in its capacity as
representative for the Fully-Diluted Stockholders (as defined in the Merger
Agreement), pursuant to which, among other things, Merger Sub merged with and
into American Freight, with American Freight surviving as a wholly owned
subsidiary of Parent. The Acquisition was reported on a Current Report on Form
8-K filed with the Securities and Exchange Commission (the "SEC") on December
30, 2019, which was amended by a Form 8-K/A filed with the SEC on May 4, 2020 to
include the audited financial statements of American Freight as of and for the
years ended December 29, 2019 and December 30, 2018 and the unaudited pro forma
combined balance sheet as of December 28, 2018 and the unaudited pro forma
combined statement of operations for the eight months ended December 29, 2019
and year ended April 30, 2019. The Company is filing this Current Report on Form
8-K to file certain pro forma financial information as of and for the three
months ended March 28, 2020, for the eight months ended December 28, 2019 and
for the year ended April 30, 2019, so that such financial information may be
incorporated by reference into the Company's filings with the SEC.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following information is attached hereto as Exhibit 99.1 and incorporated
herein by reference:
(i) Unaudited Pro Forma Combined Financial Statements as of and for the three
months ended March 28, 2020, for the eight months ended December 28, 2019
and for the year ended April 30, 2019.
(ii) Notes to the Unaudited Pro Forma Combined Financial Statements.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description of Exhibits
99.1* Proforma Financial Statements
* Filed herewith
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