FRANCHISE GROUP, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The Purchase Agreement includes customary representations and warranties of the
parties and covenants, including without limitation, covenants with respect to
financing cooperation, confidentiality, access to information, resignations,
exclusive dealing and ordinary course operations. The Purchase Agreement is also
subject to customary closing conditions, including without limitation, the
expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, closing of
Purchaser's acquisition of LoanMe, clearance from the Canadian securities
regulatory authorities, as well as other customary closing conditions specified
in the Purchase Agreement. The Purchase Agreement contains customary termination
rights for the parties, including a right by any party to terminate the Purchase
Agreement if the Transaction is not consummated by
The representations, warranties, covenants and agreements of Seller contained in the Purchase Agreement have been made solely for the benefit of Purchaser. In addition, such representations, warranties and covenants: (i) have been made only for purposes of the Purchase Agreement; (ii) have been qualified by disclosures made to Purchaser in the disclosure schedules delivered in connection with the Purchase Agreement; (iii) are subject to certain materiality or other customary qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors; and (iv) were made only as of the date of the Purchase Agreement and, in the event that the Closing occurs, as of the date of the Closing, subject in certain cases to additional materiality qualifications specified in the Purchase Agreement, or such other date as is specified in the Purchase Agreement. Accordingly, the Purchase Agreement is included with this Current Report on Form 8-K only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding Seller, its subsidiaries or its business. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Purchase Agreement.
The foregoing description of the material terms of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On
The information in Item 2.02 of this Current Report on Form 8-K, including
Exhibit 99.1, is being furnished to the
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, as amended,
including, without limitation, those that contain, or are identified by, words
such as "outlook", "guidance", "believes", "expects", "potential", "continues",
"may", "will", "should", "predicts", "intends", "plans", "estimates",
"anticipates", "could" or the negative version of these words or other
comparable words. Forward-looking statements include, without limitation,
projections, predictions, expectations, or beliefs about future events or
results and are not statements of historical fact, including the Company's
expectations regarding its financial condition, statements relating to the
Transaction, the closing of the Transaction, the anticipated use of proceeds
from the Transaction, anticipated financial information for the Liberty Tax
segment, which are subject to various significant risks and uncertainties, many
of which are outside of the control of the Company and the effects of the
coronavirus (COVID-19) pandemic on economic conditions and the industry in
general, the success of the Company's financing efforts and the financial
position and operating results of the Company. Such forward-looking statements
are based on various assumptions as of the time they are made, and are
inherently subject to known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Forward-looking statements are often
accompanied by words that convey projected future events or outcomes such as
"expect," "believe," "estimate," "plan," "project," "anticipate," "intend,"
"will," "may," "view," "opportunity," "potential," or words of similar meaning
or other statements concerning opinions or judgment of the Company or its
management about future events. Although the Company believes that its
expectations with respect to forward-looking statements are based upon
reasonable assumptions within the bounds of its existing knowledge of its
business and operations, there can be no assurance that actual results,
performance, or achievements of the Company will not differ materially from any
projected future results, performance or achievements expressed or implied by
such forward-looking statements. Actual future results, performance or
achievements may differ materially from historical results or those anticipated
depending on a variety of factors, many of which are beyond the control of the
Company. Additional factors that could cause actual results to differ materially
from forward-looking statements include, among others, the risk that the
Transaction may not be completed in a timely manner or at all, which may
adversely affect the business and stock price of the Company; the risk of any
event, change or other circumstance that could give rise to the termination of
the Transaction; the failure of other closing conditions; the effect of the
announcement or pendency of the Transaction on the ability of the Company and
Liberty to retain and hire key personnel and maintain relationships with their
franchisees, customers, partners and others with whom they do business, or on
their respective operating results and business generally; risks associated with
the diversion of management's attention from ongoing business operations due to
the Transaction; legal proceedings related to the Transaction; costs, charges or
expenses resulting from the Transaction; risks associated with the consumer
lending industry; the strength of the economy; implementation of the strategy of
the Company and Liberty; changes in tax policy; or the failure to satisfy any of
the other conditions to the completion of the Transaction. We refer you to the
"Risk Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" sections of the Company's Transition Report on
Form 10-K/T for the transition period ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1* Membership Interest Purchase Agreement, by and between NextPoint
Acquisition Corp. and Franchise Group Intermediate L, LLC , dated as of
February 21, 2021 .
99.1 Press Release, dated February 22, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to
the Purchase Agreement have been omitted from this Current Report on Form 8-K
and will be furnished supplementally to the
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