FRANCHISE GROUP, INC. : Other Events, Financial Statements and Exhibits (form 8-K)

Item 8.01. Other Events.

On August 3, 2020, Franchise Group, Inc., a Delaware corporation (the "Company") issued and sold (the "Offering") an additional 630,000 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"), pursuant to the full exercise of the underwriters' option to purchase additional shares of Common Stock granted to the underwriters in the underwriting agreement (the "Underwriting Agreement"), dated as of June 25, 2020, as amended by Amendment No. 1 to the Underwriting Agreement, dated as of July 25, 2020, by and between the Company and B. Riley FBR, Inc., as representative of the several underwriters named therein.

The net proceeds to the Company from the Offering, inclusive of the previously disclosed issuance and sale of 4,200,000 shares of Common Stock pursuant to the Underwriting Agreement, were approximately $106 million, after deducting underwriting discounts and estimated offering expenses.

A copy of the legal opinion of Troutman Pepper Hamilton Sanders LLP relating to the legality of the Common Stock issued in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits



   5.1     Opinion of Troutman Pepper Hamilton Sanders LLP.




   23.1     Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit
          5.1).

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