Securities Registration (section 12(b)) (8-a12b)
January 25 2021 - 4:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
B.
RILEY FINANCIAL, INC.
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
27-0223495
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(State
of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
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11100
Santa Monica Boulevard, Suite 800
Los
Angeles, California
|
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90025
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(Address
of principal executive offices)
|
|
(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to
be so registered
|
|
Name
of each exchange on which
each
class is to be registered
|
6.00%
Senior Notes due 2028
|
|
The
NASDAQ Stock Market LLC
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If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c) or (e), check the following box. ☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: 333-236463
Securities
to be registered pursuant to Section 12(g) of the Act: None
Item
1. Description of Registrant’s Securities to be Registered.
The
class of securities to be registered hereby is the 6.00% Senior Notes due 2028 (the “Senior Notes”) of B. Riley
Financial, Inc. (the “Company”). For a description of the Senior Notes, reference is made to (i) the information
under the heading “Description of the Debt Securities” in the Company’s shelf registration statement on Form
S-3 (Registration No. 333-236463) initially filed with the Securities and Exchange Commission (the “Commission”)
on February 14, 2020, and declared effective by the Commission on February 24, 2020 and (ii) the information under the heading
“Description of the Notes” included in the Prospectus Supplement with respect to the Senior Notes dated January 20,
2021, filed with the Commission pursuant to Rule 424(b) of the general rules and regulations of the Securities Act on January
20, 2021, which information is incorporated herein by reference.
Item
2. Exhibits.
|
4.1
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Base Indenture, dated as of May 7, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 7, 2019).
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4.2
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First Supplemental Indenture, dated as of May 7, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 7, 2019).
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4.3
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Second Supplemental Indenture, dated as of September 23, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 23, 2019).
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4.4
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Third Supplemental Indenture, dated as of February 12, 2020, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on February 12, 2020).
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4.5
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Fourth Supplemental Indenture, dated as of January 25, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on January 25, 2021).
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4.6
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Form of 6.00% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.5 above).
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
January 25, 2021
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B. RILEY FINANCIAL, INC.
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|
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By:
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/s/
Phillip J. Ahn
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Name: Phillip J.
Ahn
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Title: Chief Financial
Officer and
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Chief Operating
Officer
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2
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