SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Tender Offer Statement under Section 14(d)(1) or
of the Securities Exchange Act of 1934
(Amendment No. 4)
NATIONAL HOLDINGS CORPORATION
(Name of Subject Company (Issuer))
B. Riley Principal
Merger Corp. III
A Wholly Owned Subsidiary of
B. RILEY FINANCIAL, INC.
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or
COMMON STOCK, PAR VALUE $0.02 PER SHARE
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Bryant R. Riley
B. Riley Financial, Inc.
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 91206
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
with a copy to:
Patrick S. Brown
Sullivan & Cromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, CA 90067
CALCULATION OF FILING FEE
Amount of Filing Fee**
||Estimated solely for purposes of calculating the
amount of the filing fee. The transaction value was determined by
multiplying (a) $3.25, the tender offer price, by (b) the sum
of (i) 7,605,754 shares of common stock, par value $0.02 per share
(“Common Stock”) of National Holdings Corporation, a Delaware
corporation (“NHLD”), which represents the difference between
13,765,304 shares of Common Stock issued and outstanding less
6,159,550 shares of Common Stock owned by B. Riley Financial, Inc.
and its subsidiaries as of the date hereof, (ii) 997,708, the
number of shares of Common Stock underlying NHLD restricted stock
units and (iii) 2,301,859, the number of shares of Common Stock
underlying NHLD performance restricted stock units. This
calculation excludes shares of Common Stock subject to outstanding
options to purchase Common Stock and outstanding warrants
exercisable into shares of Common Stock because such options and
warrants have an exercise price equal to or greater than the tender
offer price. The foregoing figures regarding NHLD shares have been
provided by NHLD to the offeror and are as of January 26, 2021, the
most recent practicable date.
||The amount of the filing fee was calculated in
accordance with Rule 0-11 under the Securities Exchange Act of
1934, as amended, and Fee Rate Advisory #1 for Fiscal Year
2021, issued by the Securities and Exchange Commission on August
26, 2020, by multiplying the transaction value by
box if any part of the fee is offset as provided by
Rule 0–11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Previously Paid: $3,867
Filing Party: B. Riley Financial,
B. Riley Principal Merger Corp.
or Registration No.: Schedule TO
Filed: January 27, 2021
the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to
designate any transactions to which the statement
tender offer subject to Rule 14d–1.
tender offer subject to Rule 13e–4.
transaction subject to Rule 13e–3
to Schedule 13D under Rule 13d–2.
the following box if the filing is a final amendment reporting the
results of the tender offer. ☐
If applicable, check the appropriate
box(es) below to designate the appropriate rule provision(s) relied
(Cross–Border Issuer Tender Offer)
(Cross–Border Third–Party Tender Offer)
This Amendment No. 4 amends the Tender Offer Statement on Schedule
TO filed by B. Riley Financial, Inc., a Delaware corporation
(“BRF”), and B. Riley Principal Merger Corp. III, a Delaware
corporation and a wholly owned subsidiary of BRF (“Merger Sub”)
with the U.S. Securities and Exchange Commission on January 27,
2021 (together with any subsequent amendments and supplements
thereto, including this Amendment No. 4, the “Schedule TO”). The
Schedule TO relates to the offer by Merger Sub to purchase all of
the issued and outstanding shares of common stock, par value $0.02
per share (the “Shares”), of National Holdings Corporation, a
Delaware corporation (“NHLD”), owned by stockholders other than BRF
and BRF’s subsidiaries, at a price of $3.25 per Share, to the
seller in cash, without interest, less any applicable withholding
taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated January 27, 2021 (the “Offer to
Purchase”), and in the related Letter of Transmittal (the “Letter
of Transmittal”), copies of which are filed with the
Schedule TO as Exhibits a(1)(i) and (a)(1)(ii) thereto,
respectively (which, together with any amendments or supplements
thereto, collectively constitute the “Offer”).
All information contained in the Offer to Purchase and the Letter
of Transmittal, including the schedules and annexes thereto, is
hereby incorporated by reference in answer to all items in the
Schedule TO, and is amended and supplemented to the extent
specifically provided herein. Capitalized terms used but not
otherwise defined in this Amendment shall have the meanings
ascribed to such terms in the Offer to Purchase.
Item 1 through 9 and Item 11
Items 1 through 9 and Item 11 of the Schedule TO, to the extent
such Items incorporate by reference the information contained in
the Offer to Purchase, are hereby amended and supplemented as
12:00 midnight, New York City time, on February 25, 2021 (one
minute after 11:59 P.M., New York City time on February 24, 2021),
the Offer expired as scheduled and was not extended. Merger Sub was
advised by the Depositary that, as of the Expiration Date, a total
of 4,934,502 Shares (excluding Shares with respect to which Notices
of Guaranteed Delivery were delivered, and Shares tendered by the
Excluded Holders) were validly tendered into the Offer and not
validly withdrawn, representing approximately 70.01% of the Shares
outstanding as of the Expiration Date, excluding the Shares owned
by the Excluded Holders. In addition, the Depositary advised that
Notices of Guaranteed Delivery have been delivered with respect to
60,060 additional Shares, representing approximately 0.85% of the
outstanding Shares as of the Expiration Date, excluding the Shares
owned by the Excluded Holders.
The number of Shares tendered pursuant to the Offer satisfied the
Minimum Condition. All conditions to the Offer having been
satisfied, Merger Sub accepted for payment, and expects to promptly
pay for, all Shares validly tendered into and not validly withdrawn
from the Offer.
Following the consummation of the Offer, BRF and Merger Sub intend
to complete the acquisition of NHLD through the Merger without a
meeting of the stockholders of NHLD in accordance with Section
251(h) of the DGCL. At the Effective Time, each Share that is not
owned by BRF and its subsidiaries, NHLD and its subsidiaries, or
any stockholders of NHLD who properly demanded appraisal pursuant
to Section 262 of the DGCL in connection with the Merger will be
converted into the right to receive the Offer Price, without
interest, less any applicable withholding taxes. Each Share owned
by BRF, NHLD or their respective subsidiaries immediately prior to
the Effective Time will be cancelled and cease to exist, and no
consideration will be delivered in exchange therefor.
Following the Merger, the Shares will be delisted and will cease to
trade on The Nasdaq Capital Market.
On February 25, 2021, BRF issued a press release announcing the
expiration and results of the Offer. A copy of the press release is
attached as Exhibit (a)(5)(ii) to the Schedule TO and is
incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented
by adding the following exhibit:
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated: February 25, 2021
RILEY FINANCIAL, INC.
B. Riley Principal Merger Corp. III