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 May 31, 2017, B. Riley Financial, Inc. (the Company) entered
into a supplemental indenture (the Second Supplemental Indenture)
with U.S. Bank National Association, as trustee (the Trustee),
further supplementing the indenture dated as of November 2, 2016
(the Base Indenture), as previously supplemented by a First
Supplemental Indenture dated as of November 2, 2016 (the First
Supplemental Indenture, together with the Base Indenture and the
Second Supplemental Indenture, the Indenture) among the Company
and the Trustee.
The Indenture establishes the form and, provides for the
issuance, of a series of the Companys senior notes designated as
its 7.50% Senior Notes due 2027, in an initial aggregate
principal amount of $52,500,000 (the Firm Notes) plus an
additional $7,875,000 aggregate principal amount of the 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
(the Registration Statement).
The Notes will be senior unsecured obligations of the Company and
rank equally in right of payment with all of the Companys other
existing and future senior unsecured and unsubordinated
indebtedness. The Notes will be effectively subordinated in right
of payment to all of the Companys existing and future secured
indebtedness and structurally subordinated to all existing and
future indebtedness of the Companys subsidiaries, including trade
payables. The Notes will bear interest at the rate of 7.50% per
annum. Interest on the Notes is payable quarterly in arrears on
January 31, April 30, July 31 and October 31 of each year,
commencing on July 31, 2017. The Notes will mature on May 31,
2027.
The Company may, at its option, at any time and from time to
time, on or after May 31, 2020, redeem the Notes at a redemption
price equal to 100% of the outstanding principal amount thereof
plus accrued and unpaid interest payments otherwise payable for
the then-current quarterly interest period accrued, but
excluding, the date fixed for redemption. On and after any
redemption date, interest will cease to accrue on the redeemed
Notes.
The Indenture contains customary events of default and cure
provisions. If an uncured default occurs and is continuing, the
Trustee or the holders of at least 25% of the principal amount of
the Notes may declare the entire amount of the Notes, together
with accrued and unpaid interest, if any, to be immediately due
and payable. In the case of an event of default involving the
Companys bankruptcy, insolvency or reorganization, the principal
of, and accrued and unpaid interest on, the principal amount of
the Notes, together with accrued and unpaid interest, if any,
will automatically, and without any declaration or other action
on the part of the Trustee or the holders of the Notes, become
due and payable.
The foregoing description of the Base Indenture, First
Supplemental Indenture, Second Supplemental Indenture and the
Notes does not purport to be complete and is qualified in its
entirety by reference to the full text of the Base Indenture,
First Supplemental Indenture, Second Supplemental Indenture and
the form of Note which is attached as an exhibit to the Second
Supplemental Indenture. A copy of the Second Supplemental
Indenture is attached to this Current Report on Form 8-K as
Exhibit 4.1 and is incorporated herein by reference and into the
Registration Statement. Copies of the Base Indenture and First
Supplemental Indenture are attached to the Current Report on Form
8-K, filed with the Commission on November 2, 2016, as Exhibits
4.1 and 4.2, respectively, and are incorporated herein by
reference and into the Registration Statement.
Attached as Exhibit5.1 to this Current Report and incorporated
herein by reference is a copy of the opinion of Morrison Foerster
LLP relating to the validity of the Notes that may be sold in the
Offering (the Legal Opinion). The Legal Opinion is also filed
with reference to, and is hereby incorporated by reference into,
the Registration Statement.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information regarding the Notes and the Indenture set forth
in Item 1.01 is incorporated herein by reference.
| Item 8.01. | Other Events. |
On May 31, 2017, the Company issued a press release announcing
the closing of the offering. A copy of the press release is filed
as Exhibit99.1 to this report and is incorporated herein by
reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 4.1 |
Second Supplemental Indenture, dated as of May 31, 2017, by and between the Company and U.S. Bank National Association, as Trustee. |
|
| 5.1 | Opinion of Morrison Foerster LLP. | |
| 23.1 |
Consent of Morrison Foerster LLP to the filing of Exhibit 5.1 herewith (included in Exhibit 5.1). |
|
| 99.1 | Press release, dated May 31, 2017. |
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 -0.20 at 15.05 with 186,968 shares trading hands.