Conn’s enters into all-stock transaction with W.S. Badcock

Conn’s “announced that it has consummated a transaction that has resulted in W.S. Badcock LLC, a leading home furnishings company in the southeastern U.S., becoming a wholly-owned subsidiary of the Company. The all-stock transaction was unanimously approved by Conn‘s Board of Directors. Conn’s also announced that Norman L. Miller has been named President and CEO of Conn’s, Inc. Mr. Miller has served as a Conn’s Board Member since September 2015 and as interim President and CEO since October 2022. He previously served as Conn’s President and CEO from September 2015 to August 2021 and Executive Chairman from August 2021 until April 2022. Founded in 1904, Badcock operates nearly 380 stores in eight southeastern states comprised of 65+ corporate locations and 310+ independent dealer owned stores. The transaction brings together two highly complementary companies with significant reach across 15 states and powered by best-in-class payment offerings, compelling eCommerce capabilities, and a premium shopping experience. The combined company is expected to have annual revenue of approximately $1.85 billion across 240+ corporate owned stores and 310+ dealer locations, with eCommerce sales of approximately $125 million. Conn’s will become a top-20 furniture and mattress retailer in the U.S. according to Furniture Today’s latest top 100 list. In addition, Conn’s will now provide last-mile delivery to over 92% of the population that resides in the 15 states in which it operates. The combined company will also have a credit portfolio of $1.1 billion, projected to generate approximately $364 million in annual finance charges and other revenue. Management expects to realize over $50 million in run-rate cost savings from the Badcock transaction in 18 months, with further upside expected in the future, supported by improved procurement, logistics, general and administrative, and corporate expenses as well as credit optimization opportunities. 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 a to-be issued class of non-voting common, 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. The transaction was unanimously approved by the Board of Directors of both Conn’s and Franchise Group and 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. Shareholders of Conn’s, holding in excess of 40% of the outstanding common stock, have signed voting agreements to approve the stock issuance and related matters.”