SecProbe.io

February 14, 2020
Brian R. Kahn
President, Chief Executive Officer and Director
Franchise Group, Inc.
1716 Corporate Landing Parkway
Virginia Beach, Virginia 23454
Re:Franchise Group, Inc.
Registration Statement on Form S-3
Filed January 31, 2020
File No. 333-236211
Dear Mr. Kahn:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3
General
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such

 FirstName LastNameBrian R. Kahn
 Comapany NameFranchise Group, Inc.
 February 14, 2020 Page 2
 FirstName LastName
Brian R. Kahn
Franchise Group, Inc.
February 14, 2020
Page 2
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ronald (Ron) Alper at 202-551-3329 or Pam Long at 202-551-3765 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David W. Ghegan