Franchise Group, Inc. Announces Redemption of 7.50% Series A Cumulative Perpetual Preferred Stock

DELAWARE, Ohio, July 19, 2023 (GLOBE NEWSWIRE) -- Franchise Group, Inc. (NASDAQ: FRG) (“Franchise Group” or the “Company”) today announced that it has issued a notice of redemption (the “Redemption”) for all outstanding shares of its 7.50% Series A Cumulative Perpetual Preferred Stock (CUSIP: 35180X204) (the “Preferred Stock”). The Company is redeeming the Preferred Stock in connection with the Company’s previously announced merger (the “Merger”) and pursuant to Parent’s (as defined below) request in accordance with the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 10, 2023, entered into by and among the Company, Freedom VCM, Inc., a Delaware corporation (“Parent”), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of Parent. The Redemption is contingent upon the Company’s successful completion the Merger and, in the event the Merger does not occur and the Merger Agreement is terminated in accordance with its terms, the notice of redemption will be deemed rescinded and the Redemption will not occur.

The Preferred Stock will be redeemed in cash at a redemption price equal to $25.00 per share plus any accrued and unpaid dividends from the last dividend payment date, if any, up to but not including the Redemption Date (the “Redemption Price”). The Redemption Price is expected to be paid on August 18, 2023 or such later date as the parties to the Merger may agree but in no event later than one business day following the effective time of the Merger (the “Redemption Date”). From and after the Redemption Date, dividends shall cease to accrue on the Preferred Stock and the Preferred Stock will no longer be deemed outstanding and all rights of the holders of the Preferred Stock, other than the right to receive the Redemption Price upon Redemption, will cease and terminate. Upon Redemption, the shares the Preferred Stock will be delisted from trading on the NASDAQ Global Market.

The Preferred Stock is held through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Preferred Stock will be made by Equiniti Trust Company, LLC, the Company’s redemption agent for the Preferred Stock. Questions about the conditional notice of redemption and related materials should be directed to Equiniti Trust Company, LLC by mail at EQ Shareowner Services, Corporate Actions Dept., P.O. Box 64858, St. Paul, MN 55164-0858, or by telephone at 1-800-468-9716.