B. Riley Financial Enters Material Definitive Agreement

TL;DR

RILY signed a big deal, filing shows financial statements.

AI Summary

B. Riley Financial, Inc. announced on October 13, 2024, that it entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. Specific details of the agreement, including the counterparty and financial terms, are not fully disclosed in the provided text.

Why It Matters

This filing indicates a significant new contract or transaction for B. Riley Financial, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which often involves significant financial commitments or strategic shifts that carry inherent risks.

Key Players & Entities

• B. Riley Financial, Inc. (company) — Filer
• 20241013 (date) — Period of Report
• 20241015 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share RILY Nasdaq Global Market
• $203 million — o for a purchase price of approximately $203 million (which will have an initial liquidation
• $183 million — liquidation preference of approximately $183 million) (the " Class B Preferred Units ") and
• $25 million — ured revolving credit facility of up to $25 million for general corporate purposes, subject

Filing Documents

• ea021756001-8k_brileyfin.htm (8-K) — 52KB
• ea021756001ex99-1_brileyfin.htm (EX-99.1) — 12KB
• image_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-087453.txt ( ) — 338KB
• rily-20241013.xsd (EX-101.SCH) — 5KB
• rily-20241013_def.xml (EX-101.DEF) — 30KB
• rily-20241013_lab.xml (EX-101.LAB) — 41KB
• rily-20241013_pre.xml (EX-101.PRE) — 28KB
• ea021756001-8k_brileyfin_htm.xml (XML) — 14KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 14, 2024, B. Riley Financial, Inc., a Delaware corporation (the " Company "), announced that the Company and BR Financial Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (" BR Financial "), entered into an equity purchase agreement, dated October 13, 2024 (the " Equity Purchase Agreement "), by and among OCM SSF III Great American PT, L.P., a Delaware limited partnership (" Investor 1 "), Opps XII Great American Holdings, LLC, a Delaware limited liability company (" Investor 2 "), and VOF Great American Holdings, L.P., a Delaware limited partnership (" Investor 3 ," and, together with Investor 1 and Investor 2, the " Investors "), Great American Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (" Great American NewCo "), and certain other parties identified therein, with respect to the ownership of Great American NewCo by the Investors and the Company. The Investors are affiliates of Oaktree Capital Management, L.P. Pursuant to, and subject to the terms and conditions set forth in, the Equity Purchase Agreement, prior to the closing (the " Closing ") of the transactions contemplated by the Equity Purchase Agreement (the " Transactions ") BR Financial and its Affiliates will conduct an internal reorganization and will contribute all of the interests in the Company's Appraisal and Valuation Services, Retail, Wholesale & Industrial Solutions and Real Estate businesses (collectively, the " Great American Group ") to Great American NewCo. At the Closing, (i) the Investors will receive (a) all of the outstanding class A preferred limited liability units of Great American NewCo (which will have a 7.5% cash coupon and a 7.5% payment-in-kind coupon) (the " Class A Preferred Units ") and (b) common limited liability units of Great American NewCo (the " Common Units ") representing 52.591% of the issued and outstandi

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 14, 2024, the Company issued a press release announcing the execution of the Equity Purchase Agreement and the Transactions contemplated thereby. A copy of such press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release, dated October 14, 2024, issued by B. Riley Financial, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Cautionary Language Regarding Forward-looking This Current Report on Form 8-K contains forward-looking fact are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause 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 occurrence of any event, change or other circumstances that could give rise to the termination of the Equity Purchase Agreement the inability to consummate the Transactions contemplated therein or the failure to satisfy other conditions to completion of the proposed Transactions potential litigation relating to the Transactions that could be instituted in connection with the Equity Purchase Agreement and the risk that the Transactions will not be consummated in a timely manner, if at all. In addition to these factors, investors should review the "Risk Factors" set forth in B. Riley's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other filings with the United States Securities and Exchange Commission, which identify important factors, though not necessarily al

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/ Bryant Riley Name: Bryant Riley Title: Chairman and Co-Chief Executive Officer Date: October 15, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR