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June 28, 2023
Betty Linkenauger Segaar
Partner
Troutman Pepper Hamilton Sanders LLP
600 Peachtree Street NE, Suite 3000
Atlanta, GA 30308
Re:Franchise Group, Inc.
Schedule 13E-3 filed by Franchise Group, Inc. et al.
Filed on June 8, 2023
File No. 005-87322color:white;"_
Preliminary Proxy Statement
Filed on June 8, 2023
File No. 001-35588
Dear Betty Linkenauger Segaar:
            We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule 13E-3
Introduction, page 1
1.Remove the statements on page 2 that the filing of the Schedule 13E-3 shall not be
construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that
the Company is “controlled” by any of the Filing Persons and/or their respective
affiliates. Given your determination to file the Schedule 13E-3, the filing persons may not
disclaim their controlling or affiliate status with respect to the company or other filing
persons within the context of Rule 13e-3.

 FirstName LastNameBetty Linkenauger Segaar
 Comapany NameTroutman Pepper Hamilton Sanders LLP
 June 28, 2023 Page 2
 FirstName LastName
Betty Linkenauger Segaar
Troutman Pepper Hamilton Sanders LLP
June 28, 2023
Page 2
Item 3. Identity and Background of Filing Person, page 3
2.Please provide us your detailed legal analysis as to why the controlling person(s) of B.
Riley Financial, Inc. are not included as filing persons in the Schedule 13E-3.
3.Please include the information in this Item in the proxy statement.
Exhibits
4.Please submit a confidential treatment request for the language redacted in your exhibits
or refile them in unredacted form.
Preliminary Proxy Statement
Summary Term Sheet, page 1
5.Item 1014(a) of Regulation M-A requires filing persons to state whether they believe that
the Rule 13e-3 transaction is fair or unfair to unaffiliated security holders. On the cover
letter and elsewhere in your proxy statement, you state that the merger and voting
agreements are fair to "the Company and the holders of FRG Common Stock, other than
Excluded Shares and shares of FRG Common Stock held by Rollover Stockholders.”
This disclosure appears to inappropriately include directors and officers of the company
that are not Rollover Stockholders. Be advised that the staff views officers and directors of
an issuer as affiliates of the issuer. Please revise the filing throughout to more clearly
articulate whether the Rule 13e-3 transaction is fair or unfair to unaffiliated security
holders and apply this comment to the relevant disclosure of all filing persons.
6.On a related note, please disclose the fairness determination on page 5 of the Summary
Term Sheet.
Reasons for the Merger; Recommendation of the Special Committee and the Board; Fairness of
the Merger, page 27
7.We note that the board of directors adopted the special committee's analyses, conclusion
and fairness determination. We also note that special committee considered the Jefferies
analyses and opinion. Note that if any filing person has based its fairness determination on
the analysis of factors undertaken by others, such person must expressly adopt this
analysis and discussion as their own in order to satisfy the disclosure obligation. See
Question 20 of Exchange Act Release No. 34-17719 (April 13, 1981). Please revise to
state, if true, that the special committee adopted Jefferies' analyses and conclusion as its
own. Alternatively, revise your disclosure to include disclosure responsive to Item 1014 of
Regulation M-A and to address the factors listed in instruction 2 to Item 1014.

 FirstName LastNameBetty Linkenauger Segaar
 Comapany NameTroutman Pepper Hamilton Sanders LLP
 June 28, 2023 Page 3
 FirstName LastName
Betty Linkenauger Segaar
Troutman Pepper Hamilton Sanders LLP
June 28, 2023
Page 3
Opinion of the Special Committees Financial Advisor, page 38
8.Please revise this section to disclose the data underlying the results described in each
analysis prepared by Jefferies and to show how that information resulted in the
multiples/values disclosed. For example, disclose (i) the financial metrics used in the
Selected Public Companies and Selected Transactions analyses that resulted in the
disclosure in the tables on pages 42 and 44, respectively, and (ii) the company’s projected
results that were used in conducting the Discounted Cash Flow analysis (or a cross-
reference to those projections).
Unaudited Prospective Financial Information of the Company - Certain Unaudited Prospective
Financial Projections, page 52
9.Please include the full projections instead of their summaries.
Interests of Executive Officers and Directors of the Company in the Merger, page 56
10.Please include, in an appropriate location in the proxy statement, the proceeds to be
received by each director and officer with respect to shares of common stock owned by
such persons.
Cautionary Statement Concerning Forward-Looking Statements, page 89
11.Please revise to omit the references to Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 since the safe harbor included therein
is not available for statements made in connection with a going private transaction.  Refer
to Section 21E(b)(1)(E) of the Exchange Act.
Incorporation of Certain Documents by Reference, page 112
12.It appears that in the second paragraph of this section you are attempting to “forward
incorporate” documents into the proxy statement.  Note that Schedule 13E-3 does not
specifically permit “forward incorporation” of any documents filed under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act.  Rather, if you make any such filings, you must
amend the Schedule 13E-3 to specifically incorporate them by reference.

 FirstName LastNameBetty Linkenauger Segaar
 Comapany NameTroutman Pepper Hamilton Sanders LLP
 June 28, 2023 Page 4
 FirstName LastName
Betty Linkenauger Segaar
Troutman Pepper Hamilton Sanders LLP
June 28, 2023
Page 4
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Dan Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions