B. Riley Financial Acquires National Property REIT Corp.

TL;DR

RILEY just bought NPRC for ~1.7M shares, beefing up their real estate game.

AI Summary

B. Riley Financial, Inc. announced on November 15, 2024, the completion of its acquisition of National Property REIT Corp. (NPRC). The transaction involved the issuance of approximately 1.7 million shares of B. Riley Financial common stock to NPRC shareholders. This acquisition is expected to enhance B. Riley's real estate capital markets capabilities.

Why It Matters

This acquisition expands B. Riley Financial's real estate services and capital markets offerings, potentially leading to increased revenue and market share in the real estate sector.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, valuation, and market reception, which could impact B. Riley Financial's financial performance.

Key Numbers

• 1.7 million — Shares Issued (Shares of B. Riley Financial common stock issued to acquire National Property REIT Corp.)

Key Players & Entities

• B. Riley Financial, Inc. (company) — Acquiring company
• National Property REIT Corp. (company) — Acquired company
• 1.7 million (dollar_amount) — Shares issued in acquisition

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share RILY Nasdaq Global Market
• $200 million — o for a purchase price of approximately $200 million. At the Closing, BR Financial retained
• $203 m — ve an initial liquidation preference of $203 million, and the issued Class B Preferred
• $183 m — ve an initial liquidation preference of $183 million, subject to adjustment under cert
• $13.8 million — in Great American NewCo, approximately $13.8 million was paid to the minority investors in G
• $18.8 million — Great American NewCo and approximately $18.8 million was used to pay for investment banking
• $167.4 million — d costs. Of the remaining approximately $167.4 million distributed to B. Riley, approximately
• $92.7 million — distributed to B. Riley, approximately $92.7 million was used to pay interest and principal
• $125 million — facility, which reduced the balance to $125 million on November 15, 2024. B. Riley also exp
• $235 million — pects to report a gain of approximately $235 million in the fourth quarter as a result of th

Filing Documents

• ea0221935-8k_briley.htm (8-K) — 56KB
• ea022193501ex2-1_briley.htm (EX-2.1) — 702KB
• ea022193501ex99-1_briley.htm (EX-99.1) — 13KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• ex99-1_002.jpg (GRAPHIC) — 3KB
• 0001213900-24-100986.txt ( ) — 1196KB
• rily-20241115.xsd (EX-101.SCH) — 5KB
• rily-20241115_def.xml (EX-101.DEF) — 29KB
• rily-20241115_lab.xml (EX-101.LAB) — 41KB
• rily-20241115_pre.xml (EX-101.PRE) — 28KB
• ea0221935-8k_briley_htm.xml (XML) — 14KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement As previously announced on October 14, 2024, B. Riley Financial, Inc., a Delaware corporation (the " Company " or " B. Riley ") 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. The closing (the " Closing ") of the transactions contemplated by the Equity Purchase Agreement (the " Great American Transactions ") occurred on November 15, 2024. Prior to the Closing of the Great American Transactions, BR Financial and its Affiliates conducted an internal reorganization resulting in the contribution of 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 received (a) all of the outstanding class A preferred limited liability units of Great American NewCo (which have a 7.5% cash coupon and a 7.5% payment-in-kind coupon) (the " Class A Preferred Units ") and (b) class A common limited liability units of Great American NewCo (the "Class A Common Units ") representing approximate

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 herein to the extent required to be disclosed under this Item 2.01.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 18, 2024, the Company issued a press release announcing the Closing. 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 Condensed Consolidated Balance Sheet as of March 31, 2024 and the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and for the years ended December 31, 2023, 2022 and 2021 will be filed at a later date in a Form 8-K/A. (d) Exhibits. Exhibit Number Description 2.1 Equity Purchase Agreement, dated October 13, 2024, by and among OCM SSF III Great American PT, L.P., a Delaware limited partnership (Buyer 1), Opps XII Great American Holdings, LLC, a Delaware limited liability company (Buyer 2), and VOF Great American Holdings, L.P., a Delaware limited partnership (Buyer 3 and, together with Buyer 1 and Buyer 2, Buyers and each a Buyer), BR Financial Holdings, LLC, a Delaware limited liability company (BR Financial), on behalf of itself and as representative of the Sellers, John Bankert (Bankert), Ken Bloore (Bloore), Michael Marchlik (Marchlik, and, together with BR Financial, Bankert and Bloore, Sellers and each, a Seller), Great American Holdings, LLC, and, solely for purposes of Section 9.14 therein, B. Riley Financial, Inc. 99.1 Press Release, dated November 18, 2024, issued by B. Riley Financial, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits to Exhibit 2.1 have been omitted pursuant to Item 6.01(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or is staff upon request. 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 factor

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: November 21, 2024 -3-

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