BRC Group Holdings, Inc 8-K/A, filed May 6, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):May 1, 2020 (February 14, 2020)

B.RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

21255 Burbank Boulevard, Suite 400

Woodland Hills, California 91367

818-884-3737

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section12(b) of the Act:

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:

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.

Explanatory Note

On February 21, 2020, B. Riley Financial, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) with the Securities and Exchange Commission in connection with the issuance by the Company of that certain commitment letter, dated February 14, 2020 (the “Commitment Letter”), disclosing that the Company committed to provide a $100,000,000 asset based lending facility to Franchise Group, Inc., on or before April 14, 2020 if the obligations under the Franchise Credit Agreement (as defined below) were not refinanced in full.

This Current Report on Form 8-K/A (“Amendment No. 1”) amends and supplements the Initial 8-K and is being filed to provide an amendment to the Commitment Letter described under Item 2.03 below, in accordance with the requirements of Item 2.03 of Form 8-K.

On May 1, 2020, the Company extended its commitment under the Commitment Letter until 30 days prior to the maturity date which is currently set forth in the Franchise Credit Agreement as September 30, 2020.   The “Franchise Credit Agreement” is that certain ABL Credit Agreement dated February 14, 2020 among Franchise Group Intermediate Holdco, LLC, as lead borrower, and certain of its affiliates, GACP Finance Co., LLC, as administrative agent and collateral agent, and the lenders from time to time party thereto.

SIGNATURE

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.