drvn-20250410
0001804745FALSE00018047452025-04-102025-04-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 8-K
_________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 10, 2025
Commission file number: 001-39898
_________________________________
Driven Brands Holdings Inc.
(Exact name of Registrant as specified in its charter)
_________________________________
Delaware
(State or other jurisdiction of incorporation or organization)
139898
(Commission File Number)
47-3595252
(I.R.S. Employer Identification No.)
440 South Church Street, Suite 700
Charlotte, North Carolina
(Address of principal executive offices)
28202
(Zip Code)
(704) 377-8855
(Registrant’s Telephone Number, Including Area Code)
_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value
Trading Symbol
DRVN
Name of each exchange on which registered
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Introductory Note
On April 10, 2025, pursuant to the previously disclosed stock purchase agreement, dated as of February 24, 2025 (the “Purchase Agreement”), by and among Driven Brands, Inc. (“DBI”), a wholly owned subsidiary of Driven Brands Holdings Inc. (the “Company”), and certain other wholly owned subsidiaries of the Company (the “Sellers” and, together with DBI, the “Seller Parties”) and Express Wash Operations, LLC dba Whistle Express Car Wash (“Purchaser”), the Company completed the divestiture of all of the outstanding equity interests of Boing US Holdco, Inc., a wholly owned subsidiary of the Company that owns and operates the Company’s U.S. car wash business (the “Business”) for aggregate consideration of $385 million including a negotiable interest-bearing seller note in the initial principal amount of $130 million, a portion of which of which was financed by an affiliate of the Company pursuant to a credit agreement with substantially the same terms and conditions as the seller note that matures on July 10, 2031. The purchase price is subject to certain adjustments pursuant to the Purchase Agreement. The cash proceeds, net of transaction expenses and estimated taxes, will be used to pay down debt.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2025 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 10, 2025, the Company issued a press release announcing the closing of the transaction contemplated by the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.
The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
Unaudited pro forma financial information of the Company to give effect to the transactions contemplated by the Purchase Agreement is included as Exhibit 99.2 filed herewith and incorporated by reference into this Item 9.01(b).
(d) Exhibits

Exhibit No.Description
99.1
99.2
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




DRIVEN BRANDS HOLDINGS INC.
Date: April 16, 2025By:/s/ Scott O’Melia
Name:Scott O’Melia
Title:Executive Vice President, Chief Legal Officer

Driven Brands Announces Closing of Sale of U.S. Car Wash Business CHARLOTTE, N.C., (BUSINESS WIRE) April 10, 2025 -- Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today announced the completion of the sale of its U.S. car wash business to Express Wash Operations, LLC dba Whistle Express Car Wash (“Whistle”). “The completion of this transaction marks an important milestone for Driven Brands, enabling us to focus on our industry-leading Take 5 Oil Change business underpinned by our stable, cash- generating franchise businesses,” said Jonathan Fitzpatrick, President and Chief Executive Officer. “I want to thank everyone involved for their hard work in completing this transaction. We are confident this disposition will better position the company to execute on our strategic initiatives.” Under the terms of the agreement, Whistle paid Driven Brands approximately $255 million in cash and delivered to Driven Brands a negotiable interest-bearing seller note in the principal amount of $130 million. Final proceeds are subject to customary post-closing adjustments and payment of transaction-related fees and expenses. Cash proceeds from the transaction will be used to pay down debt as the Company works to achieve 3x or less net leverage by the end of 2026. In fiscal year 2025, the Company plans to report the results of the U.S. car wash business as discontinued operations. Advisors William Blair & Company, L.L.C. served as financial advisor to Driven Brands, and Latham & Watkins LLP served as legal advisor. About Driven Brands Driven Brands™, headquartered in Charlotte, NC, is the largest automotive services company in North America, providing a range of consumer and commercial automotive services, including paint, collision, glass, vehicle repair, oil change, maintenance and car wash. Driven Brands is the parent company of some of North America’s leading automotive service businesses including Take 5 Oil Change ®, Meineke Car Care Centers®, Maaco®, 1-800-Radiator & A/C®, Auto Glass Now®, and CARSTAR®. At the end of Fiscal Year 2024, Driven Brands had 5,200 locations across 14 countries and serviced approximately 70 million vehicles. In 2024, Driven Brands’ network generated approximately $2.3 billion in annual revenue from approximately $6.5 billion in system-wide sales. Disclosure Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this

 
press release, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. In particular, forward-looking statements include, among other things, statements relating to: (i) our ability to realize the value of the seller note; (ii) potential post-closing obligations and liabilities; (iii) our strategy, outlook and growth prospects; (iv) our operational and financial targets and dividend policy; (v) general economic trends and trends in the industry and markets; and (vi) the competitive environment in which we operate. Forward-looking statements are not based on historical facts but instead represent our current expectations and assumptions regarding our business, the economy and other future conditions, and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 and in our other filings with the Securities and Exchange Commission, which are available on its website at www.sec.gov. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Contacts Shareholder/Analyst inquiries: Dawn Francfort ICR, Inc. [email protected] (203) 682-8200 Media inquiries: Taylor Blanchard [email protected] (704) 644-8129

 

Exhibit 99.2

Unaudited Pro Forma Condensed Consolidated Financial Statements

Introduction
On April 10, 2025, Driven Brands, Inc. (“DBI”), a wholly owned subsidiary of Driven Brands Holdings Inc. (the “Company”) and certain other wholly owned subsidiaries of the Company (the “Sellers” and, together with DBI, the “Seller Parties”) completed the previously announced sale of all of the outstanding equity interests of Boing US Holdco, Inc., a wholly owned subsidiary of the Company that owns and operates the Company’s U.S. car wash business (the “Business”) to Express Wash Operations, LLC dba Whistle Express Car Wash (the “Purchaser”), for an aggregate purchase price of $385 million, which consisted of approximately $255 million paid in cash and a $130 million interest-bearing seller note, subject to certain adjustments pursuant to the purchase agreement (the “Transaction”).
The sale of the Business is considered a significant disposition for purposes of Item 2.01 of Form 8-K. As a result, the Company prepared the Unaudited Pro Forma Condensed Consolidated Financial Statements in accordance with Article 11 of Regulation S-X.
The accompanying Unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended December 28, 2024, December 30, 2023, and December 31, 2022 give effect to this divestiture as if it had occurred on December 26, 2021. The following Unaudited Pro Forma Condensed Consolidated Balance Sheet gives effect to this divestiture as if it had occurred on December 28, 2024, the date of the Company’s most recently filed balance sheet. The unaudited Pro Forma Condensed Consolidated Financial Statements have been derived from the Company’s historical consolidated financial statements and give effect to the Transaction.
The Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K for the year ended December 28, 2024 filed with the SEC on February 26, 2025.
On February 24, 2025, the Seller Parties entered into an agreement to sell the Company’s U.S. car wash business to the Purchaser. Beginning in the first quarter of 2025, upon the filing of the Company’s Quarterly Report on Form 10-Q for the period ended March 28, 2025, the criteria for discontinued operations were met, and the Company will present the Transaction as a discontinued operation. The Company believes that the adjustments included within the Discontinued Operations column of the Unaudited Pro Forma Condensed Consolidated Financial Statements are consistent with the guidance for discontinued operations under GAAP. The Company’s current estimates on a discontinued operations basis are preliminary and could change as the Company finalizes discontinued operations accounting to be reported in the Quarterly Report on Form 10-Q for the three month period ending March 28, 2025.
The Unaudited Pro Forma Condensed Consolidated Financial Statements is presented based on assumptions, adjustments, and currently available information described in the accompanying notes and is intended for informational purposes only. Unaudited Pro Forma Condensed Consolidated Financial Statements is not necessarily indicative of what the Company’s results of operations or financial condition would have been had the Transaction been completed on the dates assumed. In addition, it is not necessarily indicative of the Company’s future results of operations or financial condition.
For additional information regarding the impact of the Transaction on our historical financial statements, please see the financial supplement posted to the Company’s Investor Relations website (investors.drivenbrands.com) on March 12, 2025.


Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of December 28, 2024
(in thousands, except per share amounts)Historical
(as reported)		Discontinued Operations (Note 1)Transaction Accounting Adjustments (Note 2)NotesPro Forma
Assets
Current assets:
Cash and cash equivalents$169,954 $(20,381)$3,740 B$153,313 
Restricted cash358 — — $358 
Accounts and notes receivable, net179,609 (431)— $179,178 
Inventory67,527 (988)— $66,539 
Prepaid and other assets42,271 (4,475)— $37,796 
Income tax receivable13,706 587 16,889 F$31,182 
Assets held for sale134,297 (61,231)— $73,066 
Advertising fund assets, restricted49,716 — — $49,716 
Total current assets657,438 (86,919)20,629 591,148 
Other assets125,422 — — $125,422 
Notes receivable, net— — 130,000 C$130,000 
Property and equipment, net1,024,168 (322,973)— $701,195 
Operating lease right-of-use assets1,370,355 (835,086)— $535,269 
Deferred commissions7,246 — — $7,246 
Intangibles, net665,896 — — $665,896 
Goodwill1,403,056 — — $1,403,056 
Deferred tax assets8,206 — — $8,206 
Total assets$5,261,787 $(1,244,978)$150,629 $4,167,438 
Liabilities and shareholders' equity
Current liabilities:
Accounts payable$95,260 $(9,417)$— $85,843 
Accrued expenses and other liabilities253,880 (65,819)(327)E$187,734 
Income tax payable6,860 — — $6,860 
Current portion of long-term debt33,189 (955)— $32,234 
Income tax receivable liability22,676 — — $22,676 
Advertising fund liabilities22,030 — — $22,030 
Total current liabilities433,895 (76,191)(327)357,377 
Long-term debt2,660,355 (4,047)(240,000)B$2,416,308 
Deferred tax liabilities87,485 102,093 (84,617)F$104,961 
Operating lease liabilities1,303,033 (793,798)— $509,235 
Income tax receivable liability110,935 — — $110,935 
Deferred revenue31,314 — — $31,314 
Long-term accrued expenses and other liabilities27,436 (7,314)— $20,122 
Total liabilities4,654,453 (779,257)(324,944)3,550,252 
Commitments and contingencies$— 
Preferred Stock $0.01 par value
— — — $— 
Common stock, $0.01 par value
1,638 — — $1,638 
Additional paid-in capital1,699,851 (473,313)— $1,226,538 
Accumulated deficit(1,002,583)7,592 475,573 G$(519,418)
Accumulated other comprehensive loss(91,572)— — $(91,572)
Total Equity607,334 (465,721)475,573 617,186 
Total liabilities and equity$5,261,787 $(1,244,978)$150,629 $4,167,438 
The accompanying notes are an integral part of these unaudited consolidated financial statements.


Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 28, 2024
(in thousands, except per share amounts)Historical
(as reported)		Discontinued Operations (Note 1)Transaction Accounting Adjustments (Note 2)NotesPro Forma
Net revenue:
Franchise royalties and fees$188,634 $— $— 188,634 
Company-operated store sales1,544,932 (362,800)— 1,182,132 
Independently-operated store sales212,396 — — 212,396 
Advertising contributions101,316 — — 101,316 
Supply and other revenue292,310 (180)— 292,130 
Total net revenue2,339,588 (362,980)— 1,976,608 
Operating Expenses:
Company-operated store expenses993,090 (283,423)— 709,667 
Independently-operated store expenses121,325 — — 121,325 
Advertising expenses101,617 — — 101,617 
Supply and other expenses139,658 (35)— 139,623 
Selling, general, and administrative expenses554,775 (60,648)— 494,127 
Depreciation and amortization180,112 (48,110)— 132,002 
Asset impairment charges and lease terminations389,242 (338,043)— 51,199 
Total operating expenses2,479,819 (730,259)— 1,749,560 
Operating (loss) income(140,231)367,279 — 227,048 
Other expenses, net:
Interest expense, net156,964 — (37,900)C, D119,064 
Foreign currency transaction loss (gain), net20,239 — — 20,239 
Loss on debt extinguishment205 — — 205 
Other expense, net177,408 — (37,900)139,508 
(Loss) income before taxes(317,639)367,279 37,900 87,540 
Income tax (benefit) expense(25,143)94,758 9,467 F79,082 
Net (loss) income$(292,496)$272,521 $28,433 $8,458 
Net loss attributable to non-controlling interest— — — — 
Net (loss) income attributable to Driven Brands Holdings Inc.$(292,496)$272,521 $28,433 B$8,458 
(Loss) earnings per share:
Basic$(1.79)$0.05 
Diluted$(1.82)$0.05 
Weighted average shares outstanding
Basic160,319 160,319 
Diluted160,319 161,210 

The accompanying notes are an integral part of these unaudited consolidated financial statements.


Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 30, 2023
(in thousands, except per share amounts)Historical
(as reported)		Discontinued Operations (Note 1)Transaction Accounting Adjustments (Note 2)NotesPro Forma
Net revenue:
Franchise royalties and fees$190,367 $— $— 190,367 
Company-operated store sales1,526,353 (378,518)— 1,147,835 
Independently-operated store sales196,395 — — 196,395 
Advertising contributions98,850 — — 98,850 
Supply and other revenue292,064 (23)— 292,041 
Total net revenue2,304,029 (378,541)— 1,925,488 
Operating Expenses:
Company-operated store expenses1,004,472 (283,468)— 721,004 
Independently-operated store expenses109,078 — — 109,078 
Advertising expenses97,290 — — 97,290 
Supply and other expenses158,436 (88)— 158,348 
Selling, general, and administrative expenses462,117 (65,552)— 396,565 
Depreciation and amortization175,296 (46,554)— 128,742 
Goodwill impairment850,970 (850,970)— — 
Asset impairment charges and lease terminations132,903 (10,017)— 122,886 
Total operating expenses2,990,562 (1,256,649)— 1,733,913 
Operating (loss) income(686,533)878,108 — 191,575 
Other expenses, net:
Interest expense, net164,196 (120)— 164,076 
Foreign currency transaction loss (gain), net(3,078)(86)— (3,164)
Other expense, net161,118 (206)— 160,912 
(Loss) income before taxes(847,651)878,314 — 30,663 
Income tax (benefit) expense(102,689)167,758 — 65,069 
Net (loss) income$(744,962)$710,556 $— $(34,406)
Net loss attributable to non-controlling interest— — — — 
Net (loss) income attributable to Driven Brands Holdings Inc.$(744,962)$710,556 $— $— $(34,406)
(Loss) earnings per share:
Basic$(4.50)$(0.21)
Diluted$(4.53)$(0.21)
Weighted average shares outstanding
Basic161,917 161,917 
Diluted161,917 161,917 

The accompanying notes are an integral part of these unaudited consolidated financial statements.


Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2022
(in thousands, except per share amounts)Historical
(as reported)		Discontinued Operations (Note 1)Transaction Accounting Adjustments (Note 2)NotesPro Forma
Net revenue:
Franchise royalties and fees$171,734 $— $— 171,734 
Company-operated store sales1,324,408 (369,753)— 954,655 
Independently-operated store sales195,157 — — 195,157 
Advertising contributions87,750 — — 87,750 
Supply and other revenue254,145 (103)— 254,042 
Total net revenue2,033,194 (369,856)— 1,663,338 
Operating Expenses:
Company-operated store expenses812,262 (233,609)— 578,653 
Independently-operated store expenses107,940 — — 107,940 
Advertising expenses87,986 — — 87,986 
Supply and other expenses145,481 (952)— 144,529 
Selling, general, and administrative expenses401,660 (19,275)— 382,385 
Depreciation and amortization147,156 (39,804)— 107,352 
Asset impairment charges and lease terminations131,105 (125,450)— 5,655 
Total operating expenses1,833,590 (419,090)— 1,414,500 
Operating (loss) income199,604 49,234 — 248,838 
Other expenses, net:
Interest expense, net114,096 (282)— 113,814 
Foreign currency transaction loss (gain), net17,168 — — 17,168 
Other expense, net131,264 (282)— 130,982 
(Loss) income before taxes68,340 49,516 — 117,856 
Income tax (benefit) expense25,167 13,864 — 39,031 
Net (loss) income$43,173 $35,652 $— $78,825 
Net loss attributable to non-controlling interest(15)— — (15)
Net (loss) income attributable to Driven Brands Holdings Inc.$43,188 $35,652 $— $— $78,840 
(Loss) earnings per share:
Basic$0.26 $0.47 
Diluted$0.25 $0.46 
Weighted average shares outstanding
Basic162,762 162,762 
Diluted166,743 166,743 

The accompanying notes are an integral part of these unaudited consolidated financial statements.



Notes To Unaudited Pro Forma Condensed Consolidated Financial Statements

The Unaudited Pro Forma Condensed Consolidated Balance Sheet and Unaudited Pro Forma Condensed Consolidated Statements of Operations include the following adjustments:
Note 1- Boing US Holdco, Inc. Discontinued Operations
A.Discontinued Operations in the Unaudited Pro Forma Condensed Consolidated Financial Statements represent the historical financial results directly attributable to Boing US Holdco, Inc. in accordance with Subtopic ASC 205-20 (“ASC 205-20”). It includes assets, liabilities and operating results pertaining to Boing US Holdco, Inc. that were transferred in connection with the sale. It excludes assets, liabilities and operating results of the U.S. car wash business that were retained by the Company, as such balances are not part of the Transaction.
Note 2- Transaction Accounting Adjustments
B.Reflects the estimated remaining net cash proceeds from the sale of Boing US Holdco, offset by $240 million utilized for repayment of the Company's term loan and $7.6 million payment of transaction expenses.
C.Reflects the interest-bearing seller note in the principal amount of $130 million, as well as the recognition of interest income related to the Seller Financing for the year ended December 28, 2024. The Seller Financing bears interest at a rate of 13% per annum for the first year, 15% per annum for the second year and 17% per annum thereafter through maturity (subject to further increases under certain circumstances specified in the Seller Note). Interest is payable quarterly in-kind and added to the principal of the note on a quarterly basis until repayment or maturity. The maturity date of the Seller Note is expected to be 6 years following the closing date of the Transaction, and outstanding principal and accrued and unpaid interest is payable on the maturity date. For purposes of these Unaudited Pro Forma Condensed Consolidated Financial Statements, the fair value of the Seller Financing is assumed to be equal to the stated principal amount of $130 million. The incremental income tax expense on the Seller Financing reflects the applicable historical statutory rates in effect for the periods presented.
D. Reflects the reduction to interest expense resulting from the term loan debt repayment made using estimated cash proceeds received in connection with the Transaction. The interest expense adjustment is based on the historical interest expense associated with the borrowings to be repaid.
Refer to the table below for the individual adjustments comprising the transaction accounting adjustment of $37.9 million, as discussed in notes (C) and (D).


(in thousands)For the Year Ended December 28, 2024
Additional interest income from seller financing note receivable (C)$(17,793)
Reduce interest expense from term loan debt repayment (D)(20,107)
Total interest expense, net pro forma transaction adjustment$(37,900)

E.Reflects the additional non-recurring costs of approximately $1.2 million to complete the sale of Boing US Holdco, Inc., incurred subsequent to December 28,2024, offset by the reduction of accrued expenses of approximately $1.5 million, resulting from the term loan debt repayment for accrued interest payable. The non-recurring costs primarily relate to legal, advisory, IT and professional fees and are reflected as an increase to accrued expenses and other current liabilities on the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 28, 2024. As the Unaudited Pro Forma Condensed Consolidated Financial Statements presents the pro


forma results of the Company on a continuing operations basis, these non-recurring costs are not reflected as an incremental adjustment to the Unaudited Pro Forma Condensed Consolidated Statements of Operations. Such costs will be recorded as a component of discontinued operations in accordance with ASC 205-20 in the Company’s future Form 10-Q and Form 10-K filings.
F.Reflects the estimated income tax impact of the transaction accounting adjustments. The adjustment was calculated by applying the statutory income tax rate of 25%, resulting in an adjustment of income tax expense of $9.5 million in the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 28, 2024. The adjustment in the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 28, 2024 includes the income tax impacts of the Transaction on income tax receivable and deferred tax liability.
G.Reflects the impact on total stockholders’ equity of the adjustments described in notes (B) – (F) above.
Note 3- Earnings Per Share
Basic earnings per share is computed based on the weighted average common shares outstanding. Diluted earnings per share is computed based on the weighted average common shares outstanding, as adjusted for dilutive effects.