B. RILEY FINANCIAL, INC. (NASDAQ:RILY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 13, 2017, United Online, Inc., a Delaware corporation
and an indirect wholly owned subsidiary of B. Riley Financial,
Inc. (the Company), in the capacity as borrower (United Online or
Borrower) entered into a Credit Agreement (the Credit Agreement)
with the Banc of California, N.A. in the capacity as agent and
lender. Each of United Onlines U.S. subsidiaries is a guarantor
of all obligations under the Credit Agreement and are parties to
the Credit Agreement in such capacity (collectively, the Secured
Guarantors). In addition, the Company and B. Riley Principal
Investments, LLC, the parent corporation of the Borrower and a
subsidiary of the Company, are guarantors of the obligations
under the Credit Agreement to standalone guaranty agreements to
which the shares of outstanding capital stock of the Borrower are
pledged as collateral.
The obligations under the Credit Agreement are secured by
first-priority liens on, and a first-priority security interest
in, substantially all of the assets of the Borrower and the
Secured Guarantors, including a pledge of (a) 100% of the equity
interests of the Secured Guarantors and (b)65% of the equity
interests in United Online Software Development (India) Private
Limited, a private limited company organized under the laws of
India. Such security interests are evidenced by pledge, security
and other related agreements.
The proceeds of the Credit Agreement will be used (a) for working
capital and general corporate purposes and/or (b) to pay
dividends or permitted tax distributions to parent, subject to
the terms of the Credit Agreement.
The Credit Agreement provides for a revolving credit facility
under which Borrower may borrow (or request the issuance of
letters of credit) up to USD $20 million which amount is reduced
by $1.5 million commencing on June 30, 2017 and on the last day
of each calendar quarter thereafter. The final maturity date is
April 13, 2020. Borrowings under the Credit Agreement will bear
interest at a rate equal to (A) (i) the base rate (the greater of
the federal funds rate plus one half of one percent (.5%), or the
prime rate) for U.S. dollar loans or (ii) at the Borrowers
option, the LIBOR Rate for Eurodollar loans, plus (B) the
applicable margin rate, which ranges from two percent (2%) to
three and one-half percent (3.5%) per annum, based upon the
Borrowers ratio of funded indebtedness to adjusted earnings
before interest, taxes, depreciation and amortization (EBITDA)
for the preceding four (4) fiscal quarters. Interest payments are
to be made each one, three or six months for Eurodollar loans,
and quarterly for U.S. dollar loans.
The Borrower paid a commitment fee equal to 1.00% of the
aggregate commitments upon the closing of the Credit Agreement.
The Credit Agreement also provides for an unused line fee payable
quarterly, in arrears, in an amount equal to: (a) 0.50% per annum
times the amount of the unused revolving commitment that is less
than or equal to the amount of the cash maintained in accounts
with the agent (as depositary bank); plus (b) 1.00% per annum
times the amount of the unused revolving commitment that is
greater than the amount of the cash maintained in accounts with
the agent (as depositary bank). Any amounts outstanding under the
Credit Facility are due at maturity.
The Credit Agreement contains certain negative covenants,
including those limiting the Borrowers and its subsidiaries
ability to incur indebtedness, incur liens, sell or acquire
assets or businesses, change the nature of their businesses,
engage in transactions with related parties, make certain
investments or pay dividends. In addition, the Credit Agreement
requires the Borrower and its subsidiaries to maintain certain
financial ratios. The Credit Agreement also contains customary
representations and warranties, affirmative covenants and events
of default, including payment defaults, breach of representations
and warranties, covenant defaults and cross defaults. If an event
of default occurs, the agent would be entitled to take various
actions, including the acceleration of amounts due under the
outstanding Credit Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth under Item 1.01 is hereby incorporated
by reference into this Item 2.03.
About B. RILEY FINANCIAL, INC. (NASDAQ:RILY)
B. Riley Financial, Inc. provides collaborative financial services and solutions through several subsidiaries, including: B. Riley & Co. LLC, a investment bank which provides corporate finance, research, and sales and trading to corporate, institutional and high net worth individual clients; Great American Group, LLC, a provider of advisory and valuation services, asset disposition and auction solutions, and commercial lending services; B. Riley Capital Management, LLC, an Investment Advisor, which includes B. Riley Asset Management, a provider of investment products to institutional and high net worth investors, and B. Riley Wealth Management (formerly MK Capital Advisors), a multi-family office practice and wealth management firm focused on the needs of ultra-high net worth individuals and families; and Great American Capital Partners, LLC, a provider of senior secured loans and second lien secured loan facilities to middle market public and private United States companies. B. RILEY FINANCIAL, INC. (NASDAQ:RILY) Recent Trading Information
B. RILEY FINANCIAL, INC. (NASDAQ:RILY) closed its last trading session down -0.25 at 14.70 with 31,101 shares trading hands.