B. Riley Financial Files 8-K on Asset Deal

TL;DR

B. Riley Financial just filed an 8-K on an asset deal - could be big.

AI Summary

On October 25, 2024, B. Riley Financial, Inc. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The filing also includes financial statements and exhibits, and is a Regulation FD disclosure.

Why It Matters

This 8-K filing indicates a significant corporate action, likely an acquisition or disposition, which could impact B. Riley Financial's business structure and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset dispositions/acquisitions can introduce significant financial and operational risks.

Key Players & Entities

• B. Riley Financial, Inc. (company) — Filer
• 2024-10-25 (date) — Report Date
• 0001628280-24-044609 (filing_id) — Accession Number

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share RILY Nasdaq Global Market D
• $189 million — payment to the Company of approximately $189 million. The Transfer and Contribution Agreem
• $47 million — iate of the Purchaser for approximately $47 million in net proceeds (such sale, the " Sale

Filing Documents

• rily-20241025.htm (8-K) — 56KB
• exhibit21transferandcontri.htm (EX-2.1) — 161KB
• exhibit22membershipinteres.htm (EX-2.2) — 315KB
• exhibit991pressreleasedate.htm (EX-99.1) — 11KB
• image_0a.jpg (GRAPHIC) — 23KB
• 0001628280-24-044609.txt ( ) — 870KB
• rily-20241025.xsd (EX-101.SCH) — 5KB
• rily-20241025_def.xml (EX-101.DEF) — 19KB
• rily-20241025_lab.xml (EX-101.LAB) — 38KB
• rily-20241025_pre.xml (EX-101.PRE) — 20KB
• rily-20241025_htm.xml (XML) — 9KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 29, 2024, B. Riley Financial, Inc., a Delaware corporation (the " Company "), announced that B. Riley Brand Management LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the Company (" B. Riley Brand Management "), entered into a transfer and contribution agreement, dated October 25, 2024 (the " Transfer and Contribution Agreement "), by and between B. Riley Brand Management and BR Funding Holdings 2024-1, LLC, a Delaware limited liability company and, prior to the consummation of the transactions described herein, wholly-owned subsidiary of B. Riley Brand Management (" Holdings "), pursuant to which, among other things, B. Riley Brand Management transferred and contributed its limited liability company interests in (i) BR Brand Holdings LLC, a New York limited liability company, (ii) HRLY Brand Management LLC, a Delaware limited liability company, (iii) Justice Brand Management LLC, a New York limited liability company, and (iv) S&S Brand Management LLC, a New York limited liability company (such limited liability interests collectively, the " Brands Interests ," and such transfer, the " Transfer "). In connection with the transactions contemplated by the Transfer and Contribution Agreement, Holdings transferred and contributed the Brand Interests to its subsidiary, BR Funding 2024-1, LLC, a Delaware limited liability company and securitization financing vehicle (" Issuer ") and Issuer issued notes and preferred stock secured by the Brands Interests (the " Secured Financing ") to a third party purchaser, HBN 101, LLC, a Delaware limited liability company (the "Purchaser"), the proceeds of which were used to fund an upfront payment to the Company of approximately $189 million. The Transfer and Contribution Agreement contains representations, warranties and covenants that are customary for a transaction of this type, together with covenants regarding the tax and accou

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 29, 2024, the Company issued a press release announcing the execution of the Transfer and Contribution Agreement and the transactions contemplated thereby and the bebe 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. (b) Pro forma financial information . The Unaudited Pro Forma Combined Balance Sheet as of March 31, 2024 and Pro Forma Combined Statements of Operations for the three months ended March 31, 2024 and the years ended December 31, 2023, 2022, and 2021 will be filed at a later date in a Form 8-K/A. (d) Exhibits The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K. Exhibit No. Description 2.1* Transfer and Contribution Agreement, dated October 25, 2024, between B. Riley Brand Management, LLC and BR Funding Holdings 2024-1, LLC. 2.2 Membership Interest Purchase Agreement, dated October 25, 2024, by and among bebe stores, inc., HBN 120, LLC, BB Brand Holdings, LLC and BKST Brand Management, LLC. 99.1 Press Release, dated October 29, 2024, issued by B. Riley Financial, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The Company has omitted certain schedules to the Transfer and Contribution Agreement pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished. Cautionary Language Regarding 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 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 Co

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: October 31, 2024 2

View Full Filing

View this 8-K filing on SEC EDGAR