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 21, 2017, Great American Group WF, LLC, GA Retail, Inc.
and GA Retail Canada, ULC, each an indirect subsidiary of B.
Riley Financial, Inc. (the Company), in each such partys capacity
as a borrower (collectively, the Borrowers) entered into a
Seventh Amendment to the Second Amended Restated Credit Agreement
with the Wells Fargo Bank, National Association and Wells Fargo
Capital Finance Corporation Canada (such parties, collectively,
the Lenders, such amendment, the Seventh Amendment and such
credit agreement, as amended, the Credit Agreement). Great
American Group, LLC, a subsidiary of the Company, and the Company
(together with the Borrowers, collectively, the Credit Parties)
are limited guarantors of certain obligations under the Credit
Agreement and acknowledged and agreed to the provisions of the
Seventh Amendment.
The Seventh Amendment amended the Credit Agreement to, among
other things:
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increase the maximum borrowing limit under the credit facility from $100 million to $200 million, less the aggregate principal amount borrowed under a separate credit agreement with an affiliate of Wells Fargo Bank, National Association which provides for the financing of transactions in the United Kingdom; |
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lower the percentages for success fees payable to the Lenders in connection with liquidation service contracts funded under the Credit Agreement from a range of 5.0% to 20.0% to a range of 2.5% to 17.5% of the net profits, if any, earned on such engagements as set forth therein; |
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add a category of permitted borrowings to include certain upfront expenses required to close liquidation transactions; |
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modify the definition of Change of Control to (i) eliminate certain triggering events with respect to the composition of the Companys board of directors and (ii) increase the number of shares of the Companys capital stock that can be transferred without triggering a Change of Control from 25.0% to 35.0%; |
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add an alternative basis for the calculation on interest on amounts owed from Borrower to Lenders in connection with borrowings that are used for purposes other than liquidation or letter of credit transactions; and |
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add certain representations and warranties relating to the Credit Parties, add or modify certain affirmative and negative covenants of the Credit Parties, adjust certain thresholds in the definition of an event of default, add certain guaranty obligations for certain Credit Parties with respect to hedging obligations and clarify the calculation of certain fees. |
The increased maximum borrowing limit under the credit facility
will allow the Company to pursue larger scale liquidation
engagements. In connection with the Seventh Amendment, the
Borrowers paid Wells Fargo Bank, National Association a closing
fee of $500,000.
The above description of the Seventh Amendment does not purport
to be complete and it is qualified in its entirety by reference
to the Seventh Amendment itself, a copy of which is attached to
this report as Exhibit 10.1 and is incorporated herein in its
entirety by reference.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 |
Seventh Amendment to Credit Agreement, dated as of April 21, 2017, by and among Great American Group WF, LLC, GA Retail, Inc., GA Retail Canada, ULC, Wells Fargo Bank, National Association and Wells Fargo Capital Finance Corporation Canada |
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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 up +0.05 at 15.00 with 82,947 shares trading hands.