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 June 28, 2017, B. Riley Financial, Inc. (the Company) entered
into an At Market Issuance Sales Agreement (the Sales Agreement)
with FBR Capital Markets Co. (the Agent), to which the Company
may offer and sell, from time to time, up to $39,625,000
principal amount of the Companys 7.50% Senior Notes due 2027 (the
2027Notes) and 7.50% Senior Notes due 2021 (the 2021Notes and,
together with the 2027 Notes, the Notes).
Sales of the Notes to the Sales Agreement, if any, may be made in
transactions that are deemed to be at the market offerings as
defined in Rule 415 under the Securities Act of 1933, as amended
(the Securities Act). The Agent is not required to sell any
specific number of the Notes, but the Agent will make all sales
using commercially reasonable efforts consistent with its normal
trading and sales practices on mutually agreed terms between the
Agent and the Company. Under the Sales Agreement, the Agent will
be entitled to compensation of up to 2.0% of the gross proceeds
of all Notes sold through it as the Companys agent.
The Notes sold to the Sales Agreement will be issued to a
prospectus dated March 29, 2017, as supplemented by a prospectus
supplement dated June 28, 2017, in each case filed with the
Securities and Exchange Commission (the Commission) to the
Companys effective Registration Statement on Form S-3 (File No.
333-216763) (the Registration Statement), which was declared
effective by the Securities and Exchange Commission on March 29,
2017. The Notes will be issued to the Indenture, dated as of
November 2, 2016 (the Base Indenture), as supplemented by a First
Supplemental Indenture, dated as of November 2, 2016 (the First
Supplemental Indenture,) and the Second Supplemental Indenture,
dated as of May 31, 2017 (together with the Base Indenture and
the First Supplemental Indenture, the Indenture), each
between the Company and U.S. Bank, National Association, as
trustee.
The up to $39,625,000 in aggregate principal amount of the 2027
Notes and 2021 Notes that the Company may offer and sell under
the prospectus supplement and the accompanying prospectus
constitutes a further issuance of and are fungible with the
$60,375,000 in aggregate principal amount of 7.50% Senior Notes
due 2027 that the Company issued on May 31, 2017 (the Initial
2027 Notes), and the $28,750,000 in aggregate principal amount of
7.50% Senior Notes due 2021 that the Company issued on November
2, 2016 (the Initial 2021 Notes and, together with the Initial
2027 Notes, the Initial Notes), respectively, and form a single
series of debt securities with the Initial 2027 Notes and Initial
2021 Notes, respectively. The 2027 Notes and 2021 Notes will,
immediately upon issuance, have terms identical to, have the same
CUSIP number as and be fungible and vote together with, the
Initial 2027 Notes and Initial 2021 Notes, respectively. The 2027
Notes and Initial 2027 Notes are traded on the Nasdaq Global
Market (NASDAQ) under the symbol RILYZ, and the 2021 Notes and
Initial 2021 Notes are traded on NASDAQ under the symbol RILYL.
The foregoing description of the Sales Agreement is not complete
and is qualified in its entirety by reference to the entire Sales
Agreement, a copy of which is attached hereto as Exhibit 1.1, and
incorporated herein by reference.
The foregoing description of the Notes does not purport to be
complete and is qualified in its entirety by reference to the
full text of the form of the 2027 Notes and 2021 Notes, included
as Exhibit 4.1 to the Companys Current Report on Form 8-K filed
on May 31, 2017, and Exhibit 4.2 to the Companys Current Report
on Form 8-K filed on November 2, 2016, and incorporated by
reference herein and 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 set forth in Item 1.01 to
this Current Report on Form 8-K, Item 1.01 to the Companys
Current Report on Form 8-K filed on May 31, 2017, and Item 1.01
to the Companys Current Report on Form 8-K filed on November 2,
2016, is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 1.1 |
At Market Issuance Sales Agreement, dated June 28, 2017, by and between the Company and FBR Capital Markets Co. |
|
| 4.1 |
Form of 7.50% Senior Note due 2027 (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on May 31, 2017). |
|
| 4.2 |
Form of 7.50% Senior Note due 2021 (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on November 2, 2016). |
|
| 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). |
|
B. Riley Financial, Inc. ExhibitEX-1.1 2 s106699_ex1-1.htm EXHIBIT 1.1 B. RILEY FINANCIAL,…To view the full exhibit click here 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.