LOS ANGELES, Oct. 7, 2019 /PRNewswire/ -- B. Riley
Financial, Inc. (NASDAQ: RILY) ("B. Riley" or the "Company") today
announced the closing of its previously announced underwritten
registered public offering of 2,000,000 depositary shares, each
representing a 1/1000th fractional interest in a share
of the Company's 6.875% Series A Cumulative Perpetual Preferred
Stock, with a liquidation preference of $25.00 per depositary share. The offering
resulted in net proceeds of approximately $48.4 million after deducting underwriting
discounts and commissions, but before expenses. The Company expects
to use the net proceeds of this offering for general corporate
purposes, including funding future acquisitions and investments,
repaying indebtedness, making capital expenditures and funding
working capital.
The underwriters have a 30-day option to purchase up to an
additional 300,000 depositary shares to cover over-allotments, if
any, at the public offering price of $25.00 per depositary share. Dividends on the
Series A Preferred Stock underlying the depositary shares will be
paid when declared by the Board at a fixed rate of 6.875% with a
liquidation preference equivalent to $25.00 per depositary share. The depositary
shares will be listed on NASDAQ under the symbol "RILYP" and are
expected to begin trading within 30 business days.
Book-running managers for this offering are B. Riley FBR,
Incapital, Janney Montgomery Scott
and Ladenburg Thalmann. Co-managers are Wedbush Securities,
William Blair and Boenning &
Scattergood.
The NBD Group acted as legal counsel to the Company.
Duane Morris acted as legal counsel
to the underwriters.
The depositary shares were offered under the Company's shelf
registration statement on Form S-3, which was declared effective by
the Securities and Exchange Commission ("SEC"). The offering of
these depositary shares was made only by means of a prospectus
supplement and accompanying base prospectus, which were filed with
the SEC.
Copies of the prospectus supplement and the accompanying base
prospectus may be obtained on the SEC's website at www.sec.gov, or
from the offices of B. Riley FBR at 1300 North 17th Street, Suite
1400, Arlington, VA 22209 or by
calling (703) 312-9580 or by emailing
prospectuses@brileyfbr.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the depositary shares, nor shall
there be any sale of the depositary shares in any jurisdiction in
which such offer, solicitation or sale would not be permitted.
About B. Riley Financial, Inc. (NASDAQ:RILY)
B. Riley
Financial provides collaborative financial services tailored to fit
the capital raising and business advisory needs of public and
private companies and high-net-worth individuals. B. Riley operates
through several wholly-owned subsidiaries which offer complementary
end-to-end capabilities spanning investment banking and
institutional brokerage, private wealth and investment management,
corporate advisory, restructuring, due diligence, forensic
accounting and litigation support, appraisal and valuation, and
auction and liquidation services. Certain registered affiliates of
B. Riley originate and underwrite senior secured loans for
asset-rich companies. The Company also makes proprietary
investments in companies and assets with attractive return
profiles.
Forward-Looking Statements
Statements in this press
release that are not descriptions of historical facts are
forward-looking statements that are based on management's current
expectations and assumptions and are subject to risks and
uncertainties. If such risks or uncertainties materialize or such
assumptions prove incorrect, our business, operating results,
financial condition and stock price could be materially negatively
affected. You should not place undue reliance on such
forward-looking statements, which are based on the information
currently available to us and speak only as of the date of this
press release. Such forward looking statements include, but are not
limited to, statements regarding the terms and conditions and
timing of the preferred stock offering and the intended use of
proceeds. Because these forward-looking statements involve known
and unknown risks and uncertainties, there are important factors
that could cause actual results, events or developments to differ
materially from those expressed or implied by these forward-looking
statements. Factors that could cause actual results to differ
include (without limitation) the possibility that the preferred
stock offering will not be consummated at the expected time, on the
expected terms, or at all; and the Company's financial performance;
and those risks described from time to time in B. Riley Financial's
periodic filings with the SEC, including, without limitation, the
risks described in B. Riley Financial's Annual Report on Form 10-K
for the year ended December 31, 2018
under the captions "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
Additional information is also set forth in our Quarterly Report on
Form 10-Q for the quarter ended June 30,
2019. These factors should be considered carefully, and
readers are cautioned not to place undue reliance on such
forward-looking statements. All information is current as of the
date this press release is issued, and B. Riley Financial
undertakes no duty to update this information.
Investor Contact
Investor Relations
ir@brileyfin.com
(310) 966-1444
Media Contact
Jo Anne
McCusker
jmccusker@brileyfin.com
(646) 885-5425
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SOURCE B. Riley Financial