Current Report Filing (8-k)
January 20 2021 - 8:06AM
Edgar (US Regulatory)
0001464790
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0001464790
2021-01-20
2021-01-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 20, 2021
B.
Riley Financial, Inc.
(Exact
name of registrant as specified in its charter)
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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)
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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Not
Applicable
(Former
name or former address, if changed since last report)
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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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. ☐
Item
7.01
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Regulation
FD Disclosure
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On
January 20, 2021, B. Riley Financial, Inc. (the “Company”) issued a press release announcing the commencement
of its public offering of $100,000,000 aggregate principal amount of senior notes due 2028. The Company expects to grant the underwriters
a 30-day option to purchase up to an additional $15,000,000 aggregate principal amount of senior notes in connection with the
offering. A copy of the press release is attached hereto as Exhibit 99.1.
In
addition, in connection with the public offering, the Company will be making road show presentations to certain existing and potential
securityholders of the Company. The road show materials are attached hereto as Exhibit 99.2.
The
information set forth under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 hereto, is not deemed “filed”
for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act, except as
may be expressly set forth by specific reference in such a filing
Forward-Looking
Statements
This
Current Report on Form 8-K (and the exhibits attached hereto) may contain “forward-looking” statements as defined
by the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. These statements
include, but are not limited to, the Company’s plans, objectives, expectations and intentions regarding the performance
of its business, the terms and conditions and timing of the senior notes offering, the intended use of proceeds of the senior
notes offering and other non-historical statements. These statements can be identified by the use of words such as “believes,”
“anticipates,” “expects,” “intends,” “plans,” “continues,” “estimates,”
“predicts,” “projects,” “forecasts,” and similar expressions. All forward looking statements
are based on management’s current expectations and beliefs only as of the date of this report and are subject to risks,
uncertainties and assumptions that could cause actual results to differ materially from those discussed in, or implied by, the
forward-looking statements, including the risks identified and discussed from time to time in the Company’s reports filed
with the SEC, including the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020. Readers are strongly encouraged
to review carefully the full cautionary statements described in these reports. Except as required by law, the Company undertakes
no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of
this report, or to reflect the occurrence of unanticipated events or circumstances.
Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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.
January
20, 2021
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B.
RILEY FINANCIAL, INC.
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By:
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/s/
Phillip J. Ahn
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Name:
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Phillip
J. Ahn
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Title:
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Chief
Financial Officer and Chief Operating Officer
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2
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