B. RILEY FINANCIAL, INC. (NASDAQ:RILY) Files An 8-K Entry into a Material Definitive Agreement

B. RILEY FINANCIAL, INC. (NASDAQ:RILY) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01.Entry into a Material Definitive Agreement.

On May 23, 2017, B. Riley Financial, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
FBR Capital Markets Co. and B. Riley Co. LLC as representatives
of the several underwriters named therein (the Underwriters), to
which the Company agreed to sell to the Underwriters $52,500,000
aggregate principal amount of 7.50% Senior Notes due 2027 (the
Firm Notes) plus an additional $7,875,000 aggregate principal
amount of the Senior Notes to cover underwriter overallotments
(the Additional Notes and together with the Firm Notes, the
Notes). The Notes were issued to the Companys shelf registration
statement on Form S-3 (Registration No. 333-216763) initially
filed with the Securities and Exchange Commission (the
Commission) on March 17, 2017, as amended by Amendment No. 1
filed with the Commission on March 27, 2017, and declared
effective by the Commission on March 29, 2017. On May 23, 2017,
the Company priced the offering. The offering is expected to
close on May 31, 2017. The Underwriting Agreement contains
customary representations, warranties and covenants of the
Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for
liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination provisions.The
representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties.

The foregoing description of the material terms of the
Underwriting Agreement is qualified in its entirety by reference
to the full text of the Underwriting Agreement, a copy of which
is attached hereto as Exhibit 1.1 and is incorporated herein by

Item 8.01. Other Events.

On May 23, 2017, the Company issued a press release announcing
the pricing of the Notes. A copy of the press release is filed as
Exhibit99.1 to this report and is incorporated herein by

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description



Underwriting Agreement, dated as of May 23, 2017, by and
among the Company, FBR Capital Markets Co. and B. Riley Co.
LLC as representatives of the several underwriters named

Press release, dated May 23, 2017.


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 +0.15 at 14.10 with 106,265 shares trading hands.

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