B. RILEY FINANCIAL, INC. (NASDAQ:RILY) Files An 8-K Other Events
Item 8.01. Other Events.
This Current Report on Form 8-K is being filed in connection with
the proposed merger (the Merger) of FBR Co. (FBR) with and into
BRC Merger Sub, LLC (Merger Sub), to the Amended and Restated
Agreement and Plan of Merger, dated as of March 15, 2017, and
effective as of February 2017, by and among FBR, B. Riley
Financial, Inc. (B. Riley) and Merger Sub. Set forth below are
supplemental disclosures relating to the Merger.
SUPPLEMENTAL DISCLOSURES
The following information supplements the definitive joint proxy
statement/prospectus dated May 2, 2017 (the Proxy Statement) and
should be read in conjunction with the Proxy Statement, which
should be read in its entirety. All pagereferences are to pagesin
the Proxy Statement, and terms used below have the meanings set
forth in the Proxy Statement. Without admitting in any way that
the disclosures below are material or otherwise required by law,
B. Riley and FBR make the following supplemental disclosures:
Under the heading Background of the Merger, the third
paragraph on page 56 is modified by adding the following after
the second sentence of that paragraph:
The confidentiality agreements did not contain any standstill
provisions.
Under the heading Background of the Merger, the third
paragraph on page 56 is modified by adding the following as the
last sentence of that paragraph:
Accordingly, none of the industry participants submitted
indications of interest to FBR at that time or later (other than
B. Riley).
Under the heading Background of the Merger, the fourth
paragraph on page 57 is modified by adding the following as the
last two sentences of that paragraph:
Also at this time, on February 12, Mr. Riley informed Mr. Hendrix
that his continued service would be important to the combination,
and inquired as to whether Mr. Hendrix would be willing to
continue with the combined company following closing. Mr. Hendrix
noted his general willingness, but no specific role or
compensation terms were discussed.
Under the heading Background of the Merger, the first
paragraph on page 58 is modified by adding the following as the
last two sentences of that paragraph:
During this same time period, Mr. Hendrix and Mr. Riley discussed
for the first time Mr. Hendrixs future role at the combined
company and his compensation. Beginning on February 16, 2017, and
continuing into the next day, the parties commenced negotiating
an employment agreement for Mr. Hendrix, which included his
future role as chief executive officer of the combined
broker-dealer business.
Under the heading Background of the Merger, the third full
paragraph on page 59 is modified by adding the following after
the second sentence of that paragraph:
In addition, the terms of Mr. Hendrixs employment arrangements
were finalized and B. Riley and Mr. Hendrix executed the
employment agreement.
Forward-Looking Statements
This communication may contain forward-looking statements by B.
Riley Financial, Inc. that are not based on historical fact,
including, without limitation, statements containing the words
expects, anticipates, intends, plans, projects, believes, seeks,
estimates and similar expressions and statements. Such forward
looking statements include, but are not limited to, express or
implied statements regarding future financial performance and
future dividends, the effects of our business model, the effects
of our balance sheet and credit facility on our ability to pursue
business opportunities, the effects of the United Online, Inc.
acquisition, the effects of our acquisition of rights to manage
certain hedge funds managed by Dialectic Capital Management, the
anticipated benefits of our pending acquisition of FBR Co. and
related actions, expectations regarding future transactions and
the financial impact, size and consistency of returns and timing
thereof, as well as statements regarding the effect of
investments in our business segments. Because these
forward-looking statements involve known and unknown risks and
uncertainties, there are important factors that could cause
actual results, events or developments to differ materially from
those expressed or implied by these forward-looking statements.
Such factors include risks associated with large engagements in
our Auction and Liquidation segment; the possibility that the
pending acquisition of FBR Co. does not close when expected or at
all because required regulatory, stockholder or other approvals
and other conditions to closing are not received or satisfied on
a timely basis or at all; lower FBR Co. earnings and/or higher
FBR Co. transaction and other expenses; our ability to achieve
expected cost savings or other benefits with respect to the
acquisition of United Online, Inc., our acquisition of rights to
manage certain hedge funds managed by Dialectic Capital
Management or the pending acquisition of FBR Co., in each case
within expected time frames or at all; our ability to consummate
anticipated transactions and the expected financial impact
thereof, in each case within the expected timeframes or at all;
our ability to successfully integrate recent and pending
acquisitions; loss of key personnel; our ability to manage
growth; the potential loss of financial institution clients; the
timing of completion of significant engagements; and those risks
described from time to time in B. Riley Financial, Inc.’s
filings with the SEC, including, without limitation, the risks
described in B. Riley Financial, Inc.’s Annual Report on Form
10-K for the year ended December 31, 2016 under the captions Risk
Factors and Management’s Discussion and Analysis of Financial
Condition and Results of Operations. Additional information will
also be set forth in our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2017. These factors should be considered
carefully and readers are cautioned not to place undue reliance
on such forward-looking statements. All information is current as
of the date this communication, and B. Riley Financial, Inc.
undertakes no duty to update this information.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information about the Pending Acquisition of
FBR Co. and Where to Find It
Stockholders are urged to carefully review and consider each of
B. Riley Financial, Inc.s and FBR Co.s public filings with the
SEC, including but not limited to their Annual Reports on Form
10-K, their proxy statements, their Current Reports on Form 8-K
and their Quarterly Reports on Form 10-Q. In connection with B.
Riley Financial, Inc.s pending acquisition of FBR Co., B. Riley
Financial, Inc. has filed with the SEC a Registration Statement
on Form S-4 (the Registration Statement) that includes a Joint
Proxy Statement of B. Riley Financial, Inc. and FBR Co. and a
Prospectus of B. Riley Financial, Inc. (the Joint
Proxy/Prospectus), as well as other relevant documents concerning
the transaction. Stockholders of B. Riley Financial, Inc. and FBR
Co. are urged to carefully read the Registration Statement and
the Joint Proxy/Prospectus regarding the pending acquisition of
FBR Co. in their entirety and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those
documents, because they contain important information. The Joint
Proxy/Prospectus has been sent to the stockholders of B. Riley
Financial, Inc. and FBR Co. The Joint Proxy/Prospectus and other
relevant materials filed with the SEC may be obtained free of
charge at the SECs Website at http://www.sec.gov. FBR Co. AND B.
RILEY FINANCIAL, Inc. STOCKHOLDERS ARE URGED TO READ THE JOINT
PROXY/PROSPECTUS AND THE OTHER RELEVANT MATERIALS BEFORE VOTING
ON THE TRANSACTION.
Investors will also be able to obtain these documents, free of
charge, from FBR Co. by accessing FBR Co.s website at www.fbr.com
under the tab Investor Relations or from B. Riley Financial, Inc.
at www.brileyfin.com under the tab Investor Relations. Copies can
also be obtained, free of charge, by directing a written request
to B. Riley Financial, Inc., Attention: Corporate Secretary,
21255 Burbank Boulevard, Suite 400, Woodland Hills, California
91367 or to FBR Co., Attention: Corporate Secretary, 1300 North
Seventeenth Street, Arlington, Virginia 22209.
Participants in Solicitation
B. Riley Financial, Inc. and FBR Co. and their directors and
executive officers and certain other persons may be deemed to be
participants in the solicitation of proxies from the stockholders
of FBR Co. or B. Riley Financial, Inc. in connection with B.
Riley Financial, Inc.s pending acquisition of FBR Co..
Information about the directors and executive officers of B.
Riley Financial, Inc. and their ownership of B. Riley Financial,
Inc. common stock is set forth in the proxy statement for B.
Riley Financial, Inc.s 2017 annual meeting of stockholders, which
is included in the Joint Proxy/Prospectus. Information about the
directors and executive officers of FBR Co. and their ownership
of FBR Co. common stock is set forth in the Joint
Proxy/Prospectus and in FBR Co.s Form 10-K/A filed with the SEC
on April 21, 2017. Additional information regarding the interests
of those participants and other persons who may be deemed
participants in the pending acquisition of FBR Co. may be
obtained by reading the Joint Proxy/Prospectus. Free copies of
these documents may be obtained as described in the preceding
paragraph.
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 -0.15 at 14.45 with 27,644 shares trading hands.