Item 7.01 Regulation FD Disclosure.
On
On
In conjunction with the offering of the Notes, the Company issued a confidential
preliminary offering memorandum dated
The information in Exhibit 99.1 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The Company may not offer or sell the Notes unless the offer or sale would qualify for a registration exemption under the Securities Act and applicable state securities laws.
The information in this Current Report on Form 8-K, including the exhibits, are
being furnished to the
- 4 - Forward-looking Statements
This Current Report on Form 8-K includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, projections, predictions, expectations,
or beliefs about future events or results and are not statements of historical
fact, including statements regarding the expected use of proceeds from the
offering, the Company's expectations regarding its financial condition, outlook,
its debt reduction plans, and the effects of the coronavirus (COVID-19) pandemic
on economic conditions and the industry in general 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. 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 99.1 Press Release, datedOctober 27, 2020 99.2 Excerpt fromFranchise Group, Inc.'s confidential preliminary offering memorandum, datedOctober 27, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). - 5 -
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