B. Riley Financial Enters Material Agreement, Faces New Obligations

TL;DR

B. Riley Financial just signed a big deal and took on new debt obligations.

AI Summary

On January 6, 2025, B. Riley Financial, Inc. entered into a material definitive agreement related to its senior notes. This filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant, along with other events.

Why It Matters

This filing signals a significant financial event for B. Riley Financial, potentially impacting its debt structure and future financial obligations.

Risk Assessment

Risk Level: medium — Entering into new financial agreements and obligations can introduce financial risks and alter the company's balance sheet.

Key Players & Entities

• B. Riley Financial, Inc. (company) — Filer of the 8-K
• 20250106 (date) — Date of report
• 20250110 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share RILY Nasdaq Global Market
• $80,000,000 — ement, the lenders made a new five-year $80,000,000 term loan to the Borrowers, the proceed
• $40,000,000 — isions for incremental term loans up to $40,000,000 and the Borrowers were permitted to mak
• $4,000,000 — quarterly installments in the amount of $4,000,000 and the remaining principal balance is

Filing Documents

• ea0227255-8k_briley.htm (8-K) — 55KB
• 0001213900-25-002319.txt ( ) — 313KB
• rily-20250106.xsd (EX-101.SCH) — 5KB
• rily-20250106_def.xml (EX-101.DEF) — 29KB
• rily-20250106_lab.xml (EX-101.LAB) — 41KB
• rily-20250106_pre.xml (EX-101.PRE) — 28KB
• ea0227255-8k_briley_htm.xml (XML) — 14KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On January 6, 2025 (the " Closing Date "), certain indirect wholly owned subsidiaries of B. Riley Financial, Inc., (" the Company "): BRPI Acquisition Co LLC (" BRPAC "); United Online, Inc. (" United Online "); YMAX Corporation (" YMax "); and Lingo Management, LLC (" Lingo "; and together with BRPAC, United Online, and YMax, the " Borrowers "), entered into an amended and restated credit agreement (the " Telecom Credit Agreement ") with the Banc of California, in the capacity as agent (the " Agent ") and lender and with the other lenders party thereto from time to time. Certain of the Borrowers' U.S. subsidiaries are guarantors of all obligations under the Telecom Credit Agreement and are parties to the Telecom Credit Agreement in such capacity (collectively, the " Secured Guarantors "; and together with the Borrowers, the " Credit Parties "). In addition, the Company and B. Riley Principal Investments, LLC, the parent corporation of BRPAC and an indirect subsidiary of the Company ("BRPI"), are guarantors of the obligations under the Telecom Credit Agreement pursuant to standalone guaranty agreements pursuant to which the outstanding membership interests of BRPAC are pledged as collateral. The Telecom Credit Agreement amends and restates (i) that certain credit agreement, dated as of December 19, 2018, by and among BRPAC, United Online, YMax, the secured guarantors party thereto, the lenders party thereto, and Banc of California as administrative agent, as amended from time to time and (ii) that certain credit agreement, dated as of August 16, 2022, by and among Lingo, the secured guarantors party thereto, the lenders party thereto, and Banc of California as administrative agent, as amended from time to time (collectively, the " Original Credit Agreements "). The obligations under the Telecom Credit Agreement are secured by first-priority liens on, and first priority security interest in, substantially all of

01 Other Events

Item 8.01 Other Events On January 3, 2025, the Company and BR Financial Holdings, LLC, as borrower, entered into Amendment No. 6 to their credit agreement (the " Sixth Amendment ") with each of the lenders party thereto and the administrative agent, pursuant to which the parties agreed to permit under certain conditions the contribution by BRPI of 100% of the equity interests in Lingo to BRPAC in connection with the entry into the Telecom Credit Agreement. There was no fee charged in connection with the Sixth Amendment. The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Telecom Credit Agreement . -2-

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 & Co-CEO Date: January 10, 2025 -3-

View Full Filing

View this 8-K filing on SEC EDGAR