Deal will create a store network with more than 550 retail locations and combined revenues of $1.85 billion
THE WOODLANDS, Texas — Conn’s Inc. has acquired HNN 125 retailer Badcock from Franchise Group as part of an all-stock transaction approved by the board of directors. The company also has named Conn’s board member and interim president Norman Miller president and chief executive officer of Conn’s.
Badcock was purchased by Franchise Group in November 2021 in an all-cash deal valued at $580 million. It is listed at No. 23 on Home News Now’s 125 list of furniture and bedding retailers with estimated sales of $919 million in 2022. It currently has 375 stores in eight Southeastern states.
As a result of the acquisition, it will become a wholly owned subsidiary of Conn’s. Selling a mix of furniture, appliance, bedding, electronics and home office equipment and accessories, Badcock has 65 corporate locations and 310 independent dealer-owned stores.
The companies said the transaction was consummated as an all-stock deal with Conn’s issuing 1,000,000 of its nonvoting senior preferred shares convertible into a to-be issued class of nonvoting 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 nonvoting common stock.
As a result of the deal, the companies will operate stores across 15 states with a combined revenue of $1.85 billion. They will have a total of 240 corporately owned stores in addition to the 310 independent Badcock-owned stores as well as combined e-commerce sales of about $125 million.
Conn’s said it also will now provide last-mile delivery to over 92% of the population that resides in the 15 states in which it operates. In addition, the combined company will have a credit portfolio of $1.1 billion, which is projected to generate about $364 million in annual finance charges and other revenue.
The company said that management also 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.”
Mitchell Stiles, president and chief operating officer of Badcock, will lead Badcock and report to Conn’s CEO Norm Miller, who has been a Conn’s board member since September 2015 and interim president since October 2022. Miller also was previously Conn’s president and chief executive officer from September 2015 to August 2021 and executive chairman from August 2021 to April 2022.
“Today’s announcement represents one of the most significant events in the company’s over 120-year history,” said Bob Martin, Conn’s lead independent director. “The combination immediately positions Conn’s as a leading home goods retailer across the Southern U.S. It also supports our existing strategic growth priorities by providing our unmatched payment options, leading e-commerce capabilities, and premium shopping experience to more customers. In addition, on behalf of Conn’s board of directors, I am pleased to announce that Norm Miller has been named president and CEO of the combined company. Norm is a proven leader, who previously led Conn’s to multiple record setting years of profitable growth. The Badcock transaction significantly enhances Conn’s scale allowing us to leverage a powerful infrastructure and deliver strong financial returns for many years to come.”
Norm Miller said that the announcement “transforms Conn’s into a leading home goods retailer that is expected to have $1.85 billion in revenue across strong urban and rural markets in the Southern U.S. We believe the combination of these two complementary businesses will produce significant value as we pursue credit-driven revenue growth strategies, enhance Badcock’s in-house credit offering, and leverage a more diverse and larger organization. For over 120 years, both Conn’s and Badcock have provided customers with home goods they want, at prices they love, with affordable payment solutions. We look forward to building on this legacy by leveraging Conn’s capabilities, expertise and innovation to support greater opportunities for our combined communities, customers, dealers and employees. As a result, we are confident this combination will produce significant long-term value for all of our shareholders.”
Stiles added that the two retailers share complementary business models, histories and customers.
“The expected revenue and cost synergies are extremely powerful,” he said. “The enhanced scale of the combined company creates one of the largest home goods retailers in the Southern U.S. We believe both our dealer- and corporate-owned stores will benefit from Conn’s customer-centric culture, best-in-class payment solutions, expanded product assortment and leading e-commerce platform. On behalf of everyone at Badcock, I look forward to working with Norm and his team as we integrate the two companies and drive long-term, profitable growth.”
The companies added that the transaction was unanimously approved by the board of directors of both Conn’s and Franchise Group, adding that the creation and issuance of the nonvoting 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. Upon shareholder approval of the creation and issuance of the class of nonvoting common shares, Conn’s expects to have approximately 49 million shares outstanding comprised of both voting and nonvoting common shares.