Current Report Filing (8-k)
January 11 2021 - 10:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): January 11, 2021
B.
Riley Financial, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-37503
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27-0223495
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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11100
Santa Monica Boulevard, Suite 800
Los
Angeles, California 90025
(310)
966-1444
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Former
name or former address, if changed since last report: Not Applicable
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☒
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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RILY
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Nasdaq
Global Market
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Depositary
Shares (each representing a 1/1000th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par
value $0.0001 per share)
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RILYP
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Nasdaq
Global Market
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Depositary
Shares (each representing a 1/1000th interest in a 7.375% Series B Cumulative Perpetual Preferred Share, par value $0.0001
per share)
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RILYL
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Nasdaq
Global Market
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7.25%
Senior Notes due 2027
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RILYG
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Nasdaq
Global Market
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7.50%
Senior Notes due 2027
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RILYZ
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Nasdaq
Global Market
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7.375%
Senior Notes due 2023
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RILYH
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Nasdaq
Global Market
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6.875%
Senior Notes due 2023
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RILYI
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Nasdaq
Global Market
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6.75%
Senior Notes due 2024
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RILYO
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Nasdaq
Global Market
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6.50%
Senior Notes due 2026
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RILYN
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Nasdaq
Global Market
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6.375%
Senior Notes due 2025
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RILYM
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Nasdaq
Global Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On
January 10, 2021, B. Riley Financial, Inc., a Delaware corporation (“BRF”), and B. Riley Principal Merger Corp. III,
a Delaware corporation and an indirect wholly-owned subsidiary of BRF (“Merger Sub”), entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with National Holdings Corporation, a Delaware corporation (“NHLD”).
The Merger Agreement provides for the acquisition of NHLD by BRF through a cash tender offer (the “Offer”) by Merger
Sub for all of NHLD’s outstanding shares of common stock (“Common Stock”), other than the shares of Common Stock
owned by BRF and its subsidiaries, for $3.25 per share of Common Stock in cash, without interest.
Following
the consummation of the Offer, subject to the absence of legal restraints preventing the consummation of the Merger (as defined
below) and the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, Merger Sub will merge
with and into NHLD (the “Merger”), with NHLD surviving as a wholly owned subsidiary of BRF, pursuant to the procedure
provided for under Section 251(h) of the Delaware General Corporation Law, without any additional stockholder approvals. The Merger
will be effected as soon as practicable following the time of purchase by Merger Sub of shares of Common Stock validly tendered
and not withdrawn in the Offer.
On
January 11, 2021, BRF and NHLD jointly issued a press release announcing entry into the Merger Agreement. A copy of that
press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
Forward-looking
statements
This
communication may contain certain forward-looking statements regarding the Offer and Merger. Completion of the Offer and Merger
are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there
can be no assurance that those conditions can be satisfied or that the transactions described in this communication (the “Transactions”)
will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the
use of words such as “estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,”
“should,” “future,” “propose” and variations of these words or similar expressions (or the
negative versions of such words or expressions). These forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors. These factors
include, but are not limited to, (i) the risk that not all conditions of the Offer or the Merger will be satisfied or waived;
(ii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iii) uncertainties
as to the timing of the Offer and Merger; (iv) uncertainties as to how many of NHLD’s stockholders will tender their
stock in the Offer; (v) the possibility that competing offers will be made; (vi) the failure to complete the Offer or the Merger
in the timeframe expected by the parties or at all; (vii) the outcome of legal proceedings that may be instituted against NHLD
and/or others relating to the Transactions; (viii) the risk that the Transactions disrupt current plans and operations of NHLD
and adversely affect its ability to maintain relationships with employees, customers, or suppliers; (ix) the possibility that
the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and
to successfully integrate NHLD’s operations into those of BRF; (x) domestic and global economic and business conditions;
(xi) market disruptions due to the COVID-19 outbreak; (xii) unpredictability and severity of catastrophic events or epidemics,
pandemics or similar public health events (including the COVID-19 outbreak); (xiii) industry consolidation and competition; (xiv)
the possibility that BRF’s business and/or NHLD’s business will be adversely impacted during the pendency of the Transactions
and (xv) other risk factors described in BRF’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with
the SEC. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements
speak only as of the date hereof. BRF undertakes no obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
Important
Information
The
Offer described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation
of an offer to sell any shares of the common stock of NHLD or any other securities. On the commencement date of the Offer, a tender
offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents will be filed with
the SEC by BRF, a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by NHLD, and a transaction
statement satisfying the requirements of Schedule 13E-3 will be filed with the SEC jointly by BRF and NHLD. The offer to purchase
shares of NHLD common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents
filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Merger Sub, and
the solicitation/recommendation statement will be filed with the SEC by NHLD. Investors and security holders may obtain a free
copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov
or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
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.
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B.
Riley Financial, Inc.
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By:
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/s/ Alan
Forman
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Name:
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Alan
Forman
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Title:
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Executive
Vice President, General Counsel & Secretary
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Date:
January 11, 2021
-3-
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