BRC Group Holdings, Inc 8-K, filed Dec 13, 2021
BRC Group Holdings, Inc. (RILY)
About this 8-K
BRC Group Holdings, Inc filed this 8-K on December 13, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(
(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 | Trading Symbol(s) | Name of each exchange on which registered | ||
| Global Market | ||||
| th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share) | Global Market | |||
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 8.01. Other Events.
As previously disclosed, on December 3, 2021, B. Riley Financial, Inc. (the “Company”) closed its underwritten public offering of $300,000,000 aggregate principal amount of 5.00% Senior Notes due 2026 (the “Firm Notes”), pursuant to an Underwriting Agreement dated December 1, 2021, by and among the Company and B. Riley Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”). On December 13, 2021, the Company completed the sale of an additional $22,679,225 aggregate principal amount of 5.00% Senior Notes due 2026 (the “Additional Notes,” and together with the Firm Notes, the “Notes”), pursuant to the Underwriters’ partial exercise of their option to purchase additional Notes.
The Notes were offered pursuant to the Company’s shelf registration statement on Form S-3ASR (Registration No. 333-252513) filed on January 28, 2021 with the Securities and Exchange Commission (the “Commission”), which was automatically effective upon filing (the “Registration Statement”).
Attached as Exhibit 5.1 to this Current Report and incorporated herein by reference is a copy of the opinion of The NBD Group, Inc. relating to the validity of the Additional Notes sold in the offering (the “Legal Opinion”). The Legal Opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
On December 13, 2021, the Company issued a press release announcing the Underwriters’ partial exercise of their option to purchase Additional Notes. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of The NBD Group, Inc. | |
| 23.1 | Consent of The NBD Group, Inc. to the filing of Exhibit 5.1 herewith (included in Exhibit 5.1). | |
| 99.1 | Press Release, dated December 13, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| December 13, 2021 | B. RILEY FINANCIAL, INC. | ||
| By: | /s/ Phillip J. Ahn | ||
| Name: | Phillip J. Ahn | ||
| Title: |
Chief Financial Officer and Chief Operating Officer |
||
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Exhibit 5.1
The NBD Group, Inc.
A California Professional Corporation
Los Angeles and Palo Alto
https://nbdpro.co/
(408) 201-2662
December 13, 2021
B. Riley Financial, Inc.
11100 Santa Monica Boulevard, Suite 800
Los Angeles, California 90025
Ladies and Gentlemen:
We refer to the shelf registration statement on Form S-3ASR (Registration No. 333-252513), filed by B. Riley Financial, Inc. (the “Company”) on January 28, 2021 with the Securities and Exchange Commission (the “Commission”) which was automatically effective upon filing (the “Registration Statement”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Act”). We also refer to our opinion dated January 28, 2021, which was included as Exhibit 5.1 to the Registration Statement, the prospectus supplement to the Registration Statement filed with the Commission on December 2, 2021 (the “Prospectus Supplement”), and our opinion dated December 3, 2021, which was included as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on December 3, 2021 and incorporated by reference into the Registration Statement.
The Prospectus Supplement relates to the (i) the sale by the Company, and the purchase by the Underwriters (as defined below), of $300,000,000 aggregate principal amount of the Company’s 5.00% Senior Notes due 2026 (the “Firm Notes”) and (ii) the grant by the Company to the Underwriters of the option to purchase all or any part of an additional $45,000,000 of aggregate principal amount of the Company’s 5.00% Senior Notes due 2026 (the “Additional Notes,” and together with the Firm Notes, the “Notes”). On December 9, 2021, the Representative delivered to the Company a written notice (the “Notice of Exercise”) pursuant to Section 1 of the Underwriting Agreement, dated December 1, 2021 (the “Underwriting Agreement”), by and among the Company and B. Riley Securities, Inc., as representative of the several underwriters named in Schedule A thereto (the “Underwriters”), pertaining to the exercise by the Underwriters of the option to purchase, on the date hereof, $22,679,225 aggregate principal amount of Additional Notes. All capitalized terms which are defined in the Underwriting Agreement shall have the same meanings when used herein, unless otherwise specified.
We have acted as counsel to the Company in connection with the issuance and sale by the Company of the Notes. The Notes are to be issued pursuant to the terms and conditions of, and in the form set forth in, an Indenture entered into by and between the Company and The Bank of New York Mellon Trust Company National Association, as trustee (the “Trustee”), dated as of May 7, 2019 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of May 7, 2019 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of September 23, 2019 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of February 12, 2020 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of January 25, 2021 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of March 29, 2021 (the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture, dated as of August 6, 2021 related to the Notes (the “Sixth Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of December 3, 2021 (the “Seventh Supplemental Indenture,” and, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the “Indenture”).
In connection with this opinion, we have examined originals, copies or forms of: (i) the Registration Statement; (ii) the prospectus, dated January 28, 2021 (the “Base Prospectus”), which forms a part of the Registration Statement; (iii) the preliminary prospectus supplement, dated November 29, 2021, relating to the Notes (together with the Base Prospectus, the “Preliminary Prospectus”); (iv) the Prospectus Supplement (the Base Prospectus, together with Preliminary Prospectus, the Prospectus Supplement and the documents incorporated and deemed to be incorporated by reference therein, herein collectively referred to as the “Prospectus”); and (v) the Indenture (such documents in clauses (i) – (v), the “Documents”). In addition, we have examined such records, documents, certificates of public officials and of the Company, made such inquiries of officers of the Company, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.
In connection with this opinion, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (iv) that all Notes will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus; (v) that each party thereto (other than the Company) has the corporate or other power and authority to execute, deliver and perform such Documents; (vi) that each party thereto (other than the Company) has duly authorized, executed and delivered such Documents; (vii) that each Document is the legal, valid and binding obligation of such party (other than the Company) enforceable against such party in accordance with its terms; (viii) that the Indenture constitutes the legal, valid and binding obligations of the Trustee and has been duly authenticated by the Trustee and will be duly qualified under the Trust Indenture Act of 1939, as amended; and (ix) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company, including a certificate from officers of the Company with respect to certain factual matters.
The opinions hereinafter expressed are subject to the following further qualifications and exceptions:
| (1) |
We express no opinion as to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination. |
| (2) | We express no opinion as to limitations imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of the Documents; and the effect of judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenant of good faith and fair dealing, or would be commercially unreasonable, or where a default under the Documents is not material. |
| (3) |
We express no opinion as to the effect of judicial decisions permitting the introduction of extrinsic evidence to supplement the terms or aid in the interpretation of the Documents. |
| (4) |
We express no opinion as to the effect on the opinions expressed herein of (i) the compliance or non-compliance of any party to the Documents with any law, regulation or order applicable to it, or (ii) the legal or regulatory status or the nature of the business of any such party. |
| (5) |
We express no opinion as to the enforceability of provisions of the Documents providing for indemnification or contribution, to the extent such indemnification or contribution is against public policy. |
| (6) |
We express no opinion as to the enforceability of provisions of the Documents imposing or which are construed as effectively imposing a penalty. |
| (7) |
We express no opinion as to the enforceability of any provision of the Documents which purports to establish evidentiary standards or to make determinations conclusive or powers absolute. |
| (8) |
We express no opinion as to the enforceability of the waiver of stay or extension laws contained in Section 5.15 of the Base Indenture. |
| (9) |
We express no opinion as to the enforceability of any choice of law provisions contained in the Documents or the enforceability of any provisions which purport to establish a particular court as the forum for adjudication of any controversy relating to the Documents or which purport to cause any party to waive or alter any right to a trial by jury or which waive objection to jurisdiction. |
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Further, we express no opinion as to the effect on the opinions expressed herein of (i) the compliance or non-compliance of any party to the Indenture and the Notes with any law, regulation or order applicable to it, (ii) the legal or regulatory status or the nature of the business of any such party, (iii) provisions of the Indenture under which the Company submits to the jurisdiction of one or more New York courts or federal courts located in the State of New York are subject to the application of the doctrine of forum non conveniens or a similar statutory principle or as to the subject matter jurisdiction of the federal courts located in the State of New York to adjudicate any dispute under the Indenture, (iv) provisions of the Indenture which purport to prohibit or restrict a transfer of rights under the Indenture or (v) provisions of the Indenture providing for rights of setoff.
Our opinion is based upon current statutes, rules, regulations, cases and official interpretive opinions, and it covers certain items that are not directly or definitively addressed by such authorities.
Based upon and subject to the limitations and qualifications set forth herein, we are of the opinion that:
The Notes, when issued, executed and authenticated in accordance with the provisions of the Indenture and delivered against payment therefor in the manner contemplated by the Underwriting Agreement and the terms of the Registration Statement, will be legally issued and binding obligations of the Company pursuant to the terms of the Indenture, enforceable against the Company in accordance with their terms.
We express no opinion as to matters governed by any laws other than the substantive laws of the State of New York and the federal laws of the United States (without reference to choice of law rules), which are in effect on the date hereof.
We hereby consent to the filing of this opinion as exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed by the Company with the Commission on or about December 13, 2021, which will be incorporated by reference in the Registration Statement and any amendments thereto and to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ The NBD Group, Inc.
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Exhibit 99.1
B. Riley Financial Announces Exercise of Underwriters’ Option in Connection with its 5.00%
Senior Notes Offering due 2026
LOS ANGELES, December 13, 2021 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley Financial” or “the Company”), a diversified provider of business advisory and financial services, today announced it has sold approximately $22.7 million in an additional aggregate principal amount of its 5.00% Senior Notes due 2026 (the “Notes”) pursuant to the partial exercise of the underwriters’ option in connection with the Company’s previously closed public offering of $300 million aggregate principal amount of Notes.
Together with the closing of the partial exercise of the underwriters’ option, total net proceeds to the Company were approximately $312.5 million, after deducting underwriting discounts and commissions, but before expenses.
Trading of the Notes commenced on December 6, 2021 on the Nasdaq Global Market under the ticker symbol “RILYG.”
The Company intends to use the net proceeds from the offering for general corporate purposes, including funding future acquisitions and investments, repaying and/or refinancing indebtedness (which may, at the Company’s option, include redeeming all or a portion of its existing 6.75% Senior Notes due 2024), making loans and/or providing guaranty or backstop commitments to its clients in the ordinary course of business, making capital expenditures and funding working capital.
B. Riley Securities, Janney Montgomery Scott, Oppenheimer & Co., Ladenburg Thalmann, William Blair and InspereX acted as book-running managers for this offering. EF Hutton, division of Benchmark Investments, LLC, acted as lead manager for this offering. Aegis Capital Corp., Boenning & Scattergood, Brownstone Investment Group, Colliers Securities LLC, Huntington Capital Markets, Newbridge Securities Corporation and Wedbush Securities acted as co-managers.
The NBD Group acted as legal counsel to the Company. Duane Morris LLP acted as legal counsel to the underwriters.
The Notes were offered under the Company’s shelf registration statement on Form S-3ASR, which was automatically effective upon filing with the Securities and Exchange Commission (the “SEC”) on January 28, 2021. The offering of these Notes was made only by means of a prospectus supplement and accompanying base prospectus, which was 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 by contacting B. Riley Securities at (703) 312-9580 or prospectuses@brileyfin.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About B. Riley Financial
B. Riley Financial provides collaborative solutions tailored to fit the capital raising and business advisory needs of its clients and partners. The Company operates through several subsidiaries that offer a diverse range of complementary end-to-end capabilities spanning investment banking and institutional brokerage, private wealth and investment management, financial consulting, corporate restructuring, operations management, risk and compliance, due diligence, forensic accounting, litigation support, appraisal and valuation, auction, and liquidation services.
| www.brileyfin.com | NASDAQ: RILY | 1 |
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 senior notes offering and the intended use of proceeds. Factors that could cause actual results to differ include (without limitation) the possibility that the notes offering will not be consummated at the expected time, on the expected terms, or at all; the risks associated with the unpredictable and ongoing impact of the COVID-19 pandemic and other risks described from time to time in B. Riley Financial, Inc.’s periodic filings with the SEC, including, without limitation, the risks described in B. Riley Financial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020 and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” (as applicable). 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, Inc. undertakes no duty to update this information.
Contacts
Investors
Mike Frank
ir@brileyfin.com
(212) 409-2424
Media
Jo Anne McCusker
press@brileyfin.com
(646) 885-5425
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Source: B. Riley Financial, Inc.
| www.brileyfin.com | NASDAQ: RILY | 2 |