B. Riley Financial Exchange Offer Expires Unsuccessful

TL;DR

RILY's debt exchange offer failed, no new notes issued.

AI Summary

On March 15, 2024, B. Riley Financial, Inc. filed an 8-K to report the expiration of its previously announced offer to exchange its 6.00% Senior Notes due 2028 for new 6.875% Senior Notes due 2031. The exchange offer, which commenced on February 15, 2024, did not receive sufficient participation to be consummated.

Why It Matters

The failure of this exchange offer indicates potential challenges in refinancing debt or a lack of investor appetite for the proposed terms, which could impact the company's future financing strategies.

Risk Assessment

Risk Level: medium — The unsuccessful debt exchange could signal refinancing difficulties or investor concerns about the company's financial health.

Key Numbers

• 6.00% — Original Note Interest Rate (Rate of the notes that were to be exchanged.)
• 6.875% — New Note Interest Rate (Rate of the new notes offered in the exchange.)

Key Players & Entities

• B. Riley Financial, Inc. (company) — Filer of the 8-K
• 6.00% Senior Notes due 2028 (dollar_amount) — Notes subject to exchange offer
• 6.875% Senior Notes due 2031 (dollar_amount) — New notes offered in exchange
• February 15, 2024 (date) — Commencement date of the exchange offer
• March 15, 2024 (date) — Expiration date of the exchange offer

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share RILY Nasdaq Global Market

Filing Documents

• ea020194901-8k_briley.htm (8-K) — 45KB
• 0001213900-24-023106.txt ( ) — 305KB
• rily-20240315.xsd (EX-101.SCH) — 6KB
• rily-20240315_def.xml (EX-101.DEF) — 30KB
• rily-20240315_lab.xml (EX-101.LAB) — 41KB
• rily-20240315_pre.xml (EX-101.PRE) — 28KB
• ea020194901-8k_briley_htm.xml (XML) — 14KB

01

Item 8.01 Other Events On February 29, 2024, B. Riley Financial, Inc. (the "Company") filed a Notification of Late Filing on Form 12b-25 (the "Form 12b-25") indicating that it was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report") by February 29, 2024, the required filing date, due to delays experienced in finalizing the Company's financial statements. As discussed in the Form 12b-25, this delay resulted from the dedication of time and resources expended by the Company related to the review by the Audit Committee of the Company's Board of Directors, with the assistance of outside counsel, of the Company's transactions with Brian Kahn. The Company continues to work productively with its auditors in an effort to complete and file its Annual Report as soon as reasonably practicable.

Forward-looking statements

Forward-looking statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and the Company assumes no duty to update forward looking statements, except as required by law. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not limited to, the risks described from time to time in the Company's periodic filings with the SEC, including, without limitation, the risks described in the Company's 2022 Annual Report on Form 10-K under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable). Additional information will be set forth in the Company's Annual Report on Form 10-K for the year ended 2023. 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 press release is issued, and the Company undertakes no duty to update this information. 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. B. Riley Financial, Inc. By: /s/ Phillip J. Ahn Name: Phillip J. Ahn Title: Chief Financial Officer and Chief Operating Officer Date: March 15, 2024 2

View Full Filing

View this 8-K filing on SEC EDGAR