Conn's, Inc. (NasdaqGS:CONN) acquired W.S. Badcock Corporation from Franchise Group, Inc. for $74.5 million on December 18, 2023. The transaction was consummated as an all-stock deal with Conn?s issuing 1,000,000 of its non-voting senior preferred shares convertible into approximately 24,500,000 shares of a to-be issued class of Non-Voting Common Stock, subject to shareholder vote, representing 49.99% of Conn?s outstanding common stock after giving effect to the stock issuance and assuming the conversion of such preferred shares into non-voting common stock. FVCM agreed to contribute residual interests in certain receivables currently held by B. Riley Receivables II, LLC (?BRR2?) to Badcock upon the satisfaction of certain indebtedness of BRR2 in the future. W.S. Badcock Corporation will operate as a wholly owned subsidiary of Conn's, Inc. Norman L. Miller has been named President and Chief Executive Officer of Conn?s, Inc. Mitchell Stiles, President and Chief operating Officer of Badcock, will lead Badcock and report to Conn?s Chief Executive Officer, Norm Miller. The transaction was unanimously approved by the Board of Directors of both Conn?s and Franchise Group. The creation and issuance of the non-voting common shares is subject to approval of Conn?s shareholders in accordance with NASDAQ listing rules and Conn?s charter. Stephens Inc. and Deutsche Bank Securities Inc. served as financial advisors and Sidley Austin LLP served as legal counsel to Conn?s. JP Morgan Securities LLC served as financial advisor and Willkie Farr & Gallagher LLP served as legal counsel to Franchise Group and W.S. Badcock LLC.

Conn's, Inc. (NasdaqGS:CONN) completed the acquisition of W.S. Badcock Corporation from Franchise Group, Inc. on December 18, 2023.