BRC Group Holdings, Inc S-3, filed Feb 14, 2020

Redemption
Price For
Redemption
Through
Operation of the
Sinking Fund

Redemption
Price For
Redemption
Otherwise Than
Through
Operation of the
Sinking Fund

BRC Group Holdings, Inc. (RILY)

S-3 2020-02-14

View Original

Added on October 19, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware		7389		27-0223495
(State of Incorporation)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

Title of each class of securities to be registered (1)	Amount to be registered (2)	Proposed maximum offering price per unit (3)(4)	Proposed maximum aggregate offering price			Amount of registration fee
Common Stock, par value $0.0001 per share					(2)(3)(4)
Preferred Stock, par value $0.0001 per share					(2)(3)(4)
Warrants					(2)(3)(4)
Debt Securities					(2)(3)(4)
Depositary Shares (5)
Units (6)					(2)(3)(4)
Total Offering			$	350,000,000		$	45,430

	Page
ABOUT B. RILEY FINANCIAL, INC.	1
RISK FACTORS	3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
DETERMINATION OF OFFERING PRICE	3
USE OF PROCEEDS	3
SECURITIES WE MAY OFFER	4
DESCRIPTION OF CAPITAL STOCK	4
DESCRIPTION OF WARRANTS	6
DESCRIPTION OF DEBT SECURITIES	7
DESCRIPTION OF DEPOSITARY SHARES	14
DESCRIPTION OF UNITS	16
PLAN OF DISTRIBUTION	17
LEGAL MATTERS	19
EXPERTS	19
WHERE YOU CAN FIND MORE INFORMATION	20
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	20

	●	debt securities;

	●	depositary shares; and

	○	sell or otherwise dispose of assets;

	○	enter into sale-leaseback transactions;

	●	if we fail to pay interest when due and payable and our failure continues for 30 days and the time for payment has not been extended or deferred;

	●	if we fail to pay the principal or premium, if any, when due and payable and the time for payment has not been extended or deferred;

	●	if we fail to deposit any sinking fund payment, to the extent applicable, when and as due;

	●	register the transfer or exchange of debt securities of the series;

	●	replace stolen, lost or mutilated debt securities of the series;

	●	Our quarterly report on Form 10-Q for the quarterly periods ended March 31, 2019, June 30, 2019 and September 30, 2019, filed with the SEC on May 1, 2019, August 9, 2019 and November 1, 2019, respectively;

	●	Our annual report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 6, 2019 (including any portions of our Definitive Proxy Statement on Schedule 14A filed on April 15, 2019 that are incorporated by reference into such Annual Report on Form 10-K);

	●	Our current reports on Form 8-K/A filed with the SEC on June 28, 2017, March 21, 2018, December 10, 2018, and November 26, 2019, and our current reports on Form 8-K filed with the SEC on November 21, 2017, March 20, 2018, April 25, 2018, May 11, 2018, August 13, 2018, November 20, 2018, January 4, 2019, February 7, 2019, April 9, 2019, April 22, 2019, May 7, 2019, July 18, 2019, September 23, 2019, October 7, 2019, October 11, 2019, October 15, 2019, October 18, 2019, November 1, 2019, December 5, 2019, January 9, 2020 and February 12, 2020; and

	Page
ABOUT THIS SALES AGREEMENT PROSPECTUS	S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-2
Sales Agreement PROSPECTUS SUMMARY	S-4
THE OFFERING	S-6
RISK FACTORS	S-12
USE OF PROCEEDS	S-17
DESCRIPTION OF THE NOTES	S-18
DESCRIPTION OF COMMON STOCK	S-34
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	S-44
PLAN OF DISTRIBUTION (Conflict of Interest)	S-53
EXPERTS	S-54
LEGAL MATTERS	S-54
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	S-54

Issuer	B. Riley Financial, Inc.

Offered Securities	Up to $150,000,000 aggregate amount of our: ● 7.375% 2023 Notes; ● 6.875% 2023 Notes; ● 2024 Notes; ● 2025 Notes; ● 2026 Notes; ● 7.25% 2027 Notes; and ● Depositary Shares. The 7.375% 2023 Notes, 6.875% 2023 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 7.25% 2027 Notes offered hereby are a further issuance of, form of a single series with and will have the same terms as the Initial 7.375% 2023 Notes, Initial 6.875% 2023 Notes, Initial 2024 Notes, Initial 2025 Notes, Initial 2026 Notes and Initial 7.25% 2027 Notes, respectively.

Manner of offering	“At the market offering” that may be made from time to time through the Agent, as sales agent, subject to our instruction as to amount and timing. The Agent is not required to sell any specific principal amount of the Notes, but the Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed terms between the Agent and us. See “Plan of Distribution” on page S-52.
Notes
Maturity	The 7.375% 2023 Notes will mature on May 31, 2023, the 6.875% 2023 Notes will mature on September 30, 2023, the 2024 Notes will mature on May 31, 2024, the 2025 Notes will mature on February 28, 2025, the 2026 Notes will mature on September 30, 2026 and the 7.25% 2027 Notes will mature on December 31, 2027, each unless redeemed prior to maturity.

Interest Rate and Payment Dates	7.375% interest per annum on the principal amount of the 7.375% 2023 Notes, 6.875% interest per annum on the principal amount of the 6.875% 2023 Notes, 6.75% interest per annum on the principal amount of the 2024 Notes, 6.375% interest per annum on the principal amount of the 2025 Notes, 6.50% interest per annum on the principal amount of the 2026 Notes, s and 7.25% interest per annum on the principal amount of the 7.25% 2027 Notes, will accrue from the most recent interest payment date immediately preceding the date of issuance of the 7.375% 2023 Notes, 6.875% 2023 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 7.25% 2027 Notes, respectively, except that Notes purchased after the record dates noted below, but prior to the interest payment date immediately following such record date (or if settlement of a purchase of Notes otherwise occurs after such record date but prior to the interest payment date immediately following such record date), such Notes will not begin to accrue interest until the interest payment date immediately following such record date. Interest will be paid quarterly in arrears on January 31, April 30, July 31 and October 31 of each year. The interest payable on each interest payment date will be paid only to holders of record of the Notes at the close of business on January 15, April 15, July 15 and October 15 of each year, as the case may be, immediately preceding the applicable interest payment date. As a general matter, holders of the Notes will not be entitled to receive any payments of principal on the Notes prior to the stated maturity date.

Guarantors	None.

Ranking	The Notes will be our senior unsecured obligations and will rank equal in right of payment with all of our existing and future senior unsecured and unsubordinated indebtedness. The Notes will be effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all existing and future indebtedness (including trade payables) of our subsidiaries.

	The indentures governing the Notes do not limit the amount of indebtedness that we or our subsidiaries may incur or whether any such indebtedness can be secured by our assets.

	We may redeem the 2026 Notes for cash in whole or in part at any time at our option (i) on or after September 30, 2022 and prior to September 30, 2023, at a price equal to $25.50 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after September 30, 2023 and prior to September 30, 2024, at a price equal to $25.25 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or after September 30, 2024 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. See “Description of the Notes — Optional Redemption” for additional details.

Sinking Fund	The Notes will not be subject to any sinking fund (i.e., no amounts will be set aside by us to ensure repayment of the Notes at maturity).

Use of Proceeds	We expect to use the net proceeds of this offering for general corporate purposes, which may include funding future acquisitions and investments, repaying indebtedness, making capital expenditures and funding working capital. See “Use of Proceeds.”

Events of Default	Events of default generally will include failure to pay principal, failure to pay interest, failure to observe or perform any other covenant or warranty in the Notes or in the indentures, and certain events of bankruptcy, insolvency or reorganization. See “Description of the Notes — Events of Default.”

Certain Covenants	The indentures that govern the Notes contains certain covenants, including, but not limited to, restrictions on our ability to merge or consolidate with or into any other entity. See “Description of the Notes — Covenants.”

No Financial Covenants	The indentures relating to the Notes do not contain financial covenants.

Additional Notes	We may create and issue additional notes ranking equally and ratably with the 7.375% 2023 Notes, 6.875% 2023 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 7.25% 2027 Notes, in all respects, so that such additional notes will constitute and form a single series with the 7.375% 2023 Notes, 6.875% 2023 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 7.25% 2027 Notes, as applicable, and will have the same terms as to status, redemption or otherwise (except the price to public, the issue date and, if applicable, the initial interest payment date) as such Notes. We will not issue any such additional notes unless such issuance would constitute a “qualified reopening” for U.S. federal income tax purposes.

Defeasance	The Notes are subject to legal and covenant defeasance by us. See “Description of the Notes — Defeasance” for more information.

Listing	The 7.375% 2023 Notes, 6.875% 2023 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 7.25% 2027 Notes, when issued, are or will be quoted on NASDAQ under the symbols “RILYH,” “RILYI,” “RILYO,” “RILYM,” “RILYN,” and “RILYG,” respectively.

Form and Denomination	The Notes will be issued in book-entry form in minimum denominations of $25 and integral multiples in excess thereof. The Notes will be represented by a permanent global certificate deposited with the trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of a nominee of DTC. Beneficial interests in any of the Notes will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants and any such interest may not be exchanged for certificated securities, except in limited circumstances.

Trustee	U.S. Bank National Association under the 2016 Indenture relating to the 7.375% 2023 Notes, 6.875% 2023 Notes and 7.25% 2027 Notes. The Bank of New York Mellon Trust Company, N.A. under the 2019 Indenture relating to the 2024 Notes, 2025 Notes and 2026 Notes.

Governing Law	The Notes will be and the indentures governing the Notes are governed by the laws of the State of New York.

Depositary Shares and Series A Preferred Stock

Ranking	The Series A Preferred Stock underlying the depositary shares will rank, as to dividend rights and rights upon our liquidation, dissolution or winding up: (1) Senior to all classes or series of our common stock and to all other equity securities issued by us other than any equity securities issued by us with terms specifically providing that those equity securities rank on a parity with the Series A Preferred Stock; (2) Junior to all equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock with respect to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; and (3) Effectively junior to all our existing and future indebtedness (including indebtedness convertible into our common stock or preferred stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) our existing or future subsidiaries.

Dividends	We will pay cumulative cash dividends on the Series A Preferred Stock, when and as declared by our Board of Directors, at the rate of 6.875% of the $25,000.00 liquidation preference ($25.00 per depositary share) per year (equivalent to $1,718.75 or $1.71875 per depositary share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October; provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day, and no interest, additional dividends or other sums will accumulate. Dividends will accumulate and be cumulative from, and including, the date of original issuance. Dividends on the Series A Preferred Stock underlying the depositary shares will continue to accumulate whether or not (i) any of our agreements prohibit the current payment of dividends, (ii) we have earnings or funds legally available to pay the dividends, or (iii) our Board of Directors does not declare the payment of the dividends.

Liquidation Preference	The liquidation preference of each share of Series A Preferred Stock is $25,000.00 ($25.00 per depositary share). Upon liquidation, Series A preferred shareholders will be entitled to receive the liquidation preference with respect to their shares of Series A Preferred Stock plus an amount equal to accumulated but unpaid dividends with respect to such shares. See “Description of Series A Preferred Stock and the Depositary Shares — Liquidation Preference” on page S-35 of this prospectus supplement.

Optional Redemption	We may not redeem the Series A Preferred Stock underlying the depositary shares prior to October 7, 2024, except as described below under “Special Optional Redemption.” At any time on or after October 7, 2024, we may, at our option, redeem the Series A Preferred Stock, in whole or from time to time in part, by paying $25,000.00 per share (equivalent to $25.00 per depositary share), plus any accumulated and unpaid dividends to, but not including, the date of redemption, and the depositary will redeem a proportional number of depositary shares representing the shares redeemed. We refer to this redemption as an “optional redemption.”

Special Optional Redemption	Upon the occurrence of a Delisting Event (as defined below), we may, at our option, redeem the Series A preferred stock, in whole or in part, within 90 days after the first date on which such Delisting Event occurred, for cash, at a redemption price of $25,000.00 per share (equivalent to $25.00 per depositary share), plus any accrued and unpaid dividends to, but not including, the date of redemption, and the depositary will redeem a proportional number of depositary shares representing the shares redeemed. A “Delisting Event” occurs when, after the original issuance of Series A Preferred Stock, both (i) the shares of Series A Preferred Stock (or the depositary shares) are no longer listed on the New York Stock Exchange (the “NYSE”), the NYSE American LLC (“NYSE AMER”) or the Nasdaq Stock Market LLC (“NASDAQ”), or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE AMER or NASDAQ, and (ii) we are not subject to the reporting requirements of the Exchange Act, but any Series A Preferred Stock is still outstanding.

	If, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, we have provided or provide a redemption notice, whether pursuant to our special optional redemption right or our optional redemption right, holders of depositary shares representing interests in the Series A Preferred Stock will not have any right to direct the depositary to convert the Series A Preferred Stock, and any Series A Preferred Stock subsequently selected for redemption that has been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable. Because each depositary share represents a 1/1000th interest in a share of the Series A Preferred Stock, the number of shares of common stock ultimately received for each depositary share will be equal to the number of shares of common stock received upon conversion of each share of Series A Preferred Stock divided by 1000. In the event that the conversion would result in the issuance of fractional shares of common stock, we will pay the holder of depositary shares cash in lieu of such fractional shares. For a definition of “Change of Control Conversion Right”, “Change of Control Conversion Date,” “Common Stock Price,” “Delisting Event Conversion Right,” and “Delisting Event Conversion Date” and for a description of the adjustments and provisions for the receipt of alternative consideration that may be applicable to the Delisting Event Conversion Right or Change of Control Conversion Right described above, see “Description of Series A Preferred Stock and the Depositary Shares — Conversion Rights.” Except as provided above in connection with a Delisting Event or Change of Control, shares of the Series A Preferred Stock are not convertible into or exchangeable for any other securities or property

No Maturity, Sinking Fund or Mandatory Redemption	The Series A Preferred Stock underlying the depositary shares does not have any stated maturity date and is not subject to mandatory redemption at the option of the holder or any sinking fund. We are not required to set aside funds to redeem the Series A Preferred Stock. Accordingly, the Series A Preferred Stock and depositary shares will remain outstanding indefinitely unless we decide to redeem them pursuant to our optional redemption or special optional redemption rights, or they are converted in connection with a Delisting Event or Change of Control.

Limited Voting Rights	Holders of the depositary shares representing interests in the Series A Preferred Stock generally will have no voting rights. However, if we do not pay dividends on any outstanding shares of Series A Preferred Stock for six or more quarterly dividend periods (whether or not declared or consecutive), holders of depositary shares representing interests in the Series A Preferred Stock (voting separately as a class with all other outstanding series of preferred stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect two additional directors to our Board of Directors to serve until all unpaid dividends have been fully paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of the Series A Preferred Stock cannot be made without the affirmative vote of holders of at least 66 ²/₃% of the outstanding shares of Series A Preferred Stock, voting as a separate class. See “Description of Series A Preferred Stock and the Depositary Shares — Limited Voting Rights” beginning on page S-41 of this prospectus supplement. In any matter in which the Series A Preferred Stock may vote, each share of Series A Preferred Stock shall be entitled to one vote. As a result, each depositary share will be entitled to 1/1000th of a vote.

Listing	Our Depositary Shares are listed on NASDAQ under the symbol “RILYP.”

Form	The depositary shares will be issued and maintained in book-entry form registered in the name of the nominee of The Depository Trust Company, except under limited circumstances.

Depositary	Continental Stock Transfer and Trust Company.

Risk Factors	An investment in the Offered Securities involves significant risks. Please refer to “Risk Factors” beginning on page S-12 and other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before investing in the Offered Securities.

	●	will bear cash interest from the most recent interest payment date immediately preceding the date of issuance of the 2024 Notes at an annual rate of 6.75%, payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, except that 2024 Notes purchased after the record dates noted below, but prior to the interest payment date immediately following such record date (or if settlement of a purchase of 2024 Notes otherwise occurs after such record date but prior to the interest payment date immediately following such record date), such 2024 Notes will not begin to accrue interest until the interest payment date immediately following such record date, and the interest payable on each interest payment date will be paid only to holders of record of the 2024 Notes at the close of business on January 15, April 15, July 15 and October 15 of each year, as the case may be, immediately preceding the applicable interest payment date;

	●	will be redeemable at our option, in whole or in part, at any time on and after May 31, 2021, at the price and on the terms described under “—Optional Redemption” below;

	Amount to be paid*
SEC Registration Fee	$	45,430
FINRA Filing Fee			*
Legal Fees and Expenses			*
Accounting Fees and Expenses			*
Transfer Agent, Registrar and Trustee Fees			*
Printing and Engraving Fees			*
Miscellaneous			*
Total	$		*

Exhibit Number		Description
1.1		Form of Underwriting Agreement.**
1.2		At Market Issuance Sales Agreement, dated as of February 14, 2020, by and between B. Riley Financial, Inc. and B. Riley FBR, Inc.*
2.1		Agreement and Plan of Merger, dated as of May 4, 2016, by and among B. Riley Financial, Inc., Unify Merger Sub, Inc. and United Online, Inc. (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the SEC on May 6, 2016).***
2.2		Amended and Restated Agreement and Plan of Merger, dated as of March 15, 2017, and effective as of February 17, 2017, by and among FBR & Co., the registrant and BRC Merger Sub, LLC (incorporated by reference to Appendix A on S-4/A (File No. 333-216763) filed with the SEC on May 1, 2017).***
2.3		Merger Agreement, dated as of May 17, 2017, by and among B. Riley Financial, Inc., Foxhound Merger Sub, Inc., Wunderlich Investment Company, Inc. and the Stockholder Representative (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2017).***
2.4		Agreement and Plan of Merger, dated November 9, 2017, by and among B. Riley Financial, Inc., B. R. Acquisition Ltd. and magicJack VocalTec Ltd. (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the SEC on November 9, 2017).***
2.5		Amendment No. 1, dated May 8, 2018, to the Agreement and Plan of Merger, dated November 9, 2017, by and among B. Riley Financial, Inc., B.R. Acquisition Ltd. And magicJack VocalTec Ltd (incorporated by reference to Exhibit 2.2 of the registrant’s Current Report on Form 8-K filed with the SEC on November 20, 2018).***
2.6		Limited Waiver and Agreement, dated as of November 9, 2018, by and between B. Riley Financial, Inc. and magicJack VocalTec Ltd. (incorporated by reference to Exhibit 2.3 of the registrant’s Current Report on Form 8-K filed with the SEC on November 20, 2018).***
2.7		Membership Interest Purchase Agreement, dated as of October 11, 2019 by and among B. Riley Financial, Inc., B. Riley Brand Management LLC, BR Brand Acquisition LLC and BR Brand Holdings LLC (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the SEC on November 1, 2019).***
3.1		Amended and Restated Certificate of Incorporation, as amended, dated as of August 17, 2015 (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 10-Q filed with the SEC on August 3, 2018).
3.2		Amended and Restated Bylaws, dated as of November 6, 2014 (incorporated by reference to Exhibit 3.6 of the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2014).
3.3		Amendment to the Amended and Restated Bylaws, dated as of April 3, 2019 (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 9, 2019).
3.4		Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 on the registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2019).
4.1		Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 of the registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2015).
4.2		Form of Warrant Agreement (including form of warrant).**
4.3		Form of Unit Agreement (including form of unit certificate).**
4.4		Form of Certificate of Designation with respect to shares of Preferred Stock.**
4.5		Form of Deposit Agreement (including form of Depositary Receipt).**
4.6		Form of Indenture for Subordinated Debt Securities.*
4.7		Form of Senior Note.**
4.8		Form of Subordinated Note.**
4.9		Base Indenture, dated as of November 2, 2016, by and between B. Riley Financial, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the registrant with the SEC on November 2, 2016) (the “2016 Indenture”).

4.10		Third Supplemental Indenture, dated as of December 13, 2017, by and between B. Riley Financial, Inc. and U.S. Bank National Association, as Trustee (including Form of 7.25% Senior Note due 2027) (incorporated by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2017).
4.11		Fourth Supplemental Indenture, dated as of May 17, 2018, by and between B. Riley Financial, Inc. and U.S. Bank National Association, as Trustee (including Form of 7.375% Senior Note due 2023) (incorporated by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed with the SEC on May 17, 2018).
4.12		Fifth Supplemental Indenture, dated as of September 11, 2018, by and between B. Riley Financial, Inc. and U.S. Bank National Association, as Trustee (including Form of 6.875% Senior Note due 2023) (incorporated by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed with the SEC on September 11, 2018).
4.13		Base Indenture, dated as of May 7, 2019, by and between B. Riley Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the registrant with the SEC on May 7, 2019) (the “2019 Indenture”).
4.14		First Supplemental Indenture, dated as of May 7, 2019, by and between B. Riley Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of 6.75% Senior Note due 2024) (incorporated by reference to Exhibit 4.2 of the registrant’s Current Report on Form 8-K filed with the SEC on May 7, 2019).
4.15		Second Supplemental Indenture, dated as of September 23, 2019, by and between B. Riley Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of 6.50% Senior Note due 2026) (incorporated by reference to Exhibit 4.3 of the registrant’s Current Report on Form 8-K filed with the SEC on September 23, 2019).
4.16		Third Supplemental Indenture, dated as of February 12, 2020, by and between B. Riley Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of 6.375% Senior Note due 2025) (incorporated by reference to Exhibit 4.4 of the registrant’s Current Report on Form 8-K filed with the SEC on February 12, 2020).
4.17		Deposit Agreement, dated October 7, 2019, among B. Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B. Riley Financial, Inc.’s 6.875% Series A Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 on the registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2019).
4.18		Form of Depositary Receipt (incorporated by reference to Exhibit 4.1 on the registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2019).
4.19		Form of Specimen Certificate representing the 6.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share (incorporated by reference to Exhibit 4.2 on the registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2019).
5.1		Opinion of The NBD Group, Inc. regarding the legality of the securities being registered.*
23.1		Consent of Marcum LLP.*
23.2		Consent of BDO USA, LLP, Independent Registered Public Accounting Firm of FBR & Co.*
23.3		Consent of BDO USA, LLP, Independent Registered Public Accounting Firm of magicJack VocalTec Ltd.*
23.4		Consent of Mayer Hoffman McCann CPAs, The New York Practice of Mayer Hoffman McCann P.C., Independent Auditor of BR Brand Group.*
23.5		Consent of The NBD Group, Inc. (included in Exhibit 5.1).*
24		Powers of Attorney of directors and certain officers of the registrant (included on signature page).*
25.1		Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A. related to the 2019 Indenture for Senior Debt Securities.*
25.2		Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A. related to Indenture for Subordinated Debt Securities.*
25.3		Statement of Eligibility on Form T-1 of U.S. Bank National Association related to the 2016 Indenture for Senior Debt Securities.*

	B. RILEY FINANCIAL, INC.

	By:	/s/ Phillip J. Ahn
	Name:	Phillip J. Ahn
	Title:	Chief Financial Officer and Chief Operating Officer

SIGNATURE	TITLE	DATE

/s/ Bryant R. Riley	Co-Chief Executive Officer and Chairman of the Board	February 14, 2020
Bryant R. Riley	(Principal Executive Officer)

/s/ Phillip J. Ahn	Chief Financial Officer and Chief Operating Officer	February 14, 2020
Phillip J. Ahn	(Principal Financial Officer)

/s/ Howard E. Weitzman	Chief Accounting Officer	February 14, 2020
Howard E. Weitzman	(Principal Accounting Officer)

/s/ Thomas J. Kelleher	Co-Chief Executive Officer and Director	February 14, 2020
Thomas J. Kelleher

/s/ Andrew Gumaer	Director	February 14, 2020
Andrew Gumaer

/s/ Robert L. Antin	Director	February 14, 2020
Robert L. Antin

/s/ Robert D’Agostino	Director	February 14, 2020
Robert D’Agostino

/s/ Michael J. Sheldon	Director	February 14, 2020
Michael J. Sheldon

/s/ Todd D. Sims	Director	February 14, 2020
Todd D. Sims

/s/ Mimi Walters	Director	February 14, 2020
Mimi Walters
/s/ Mikel H. Williams	Director	February 14, 2020
Mikel H. Williams

	ACCEPTED as of the date first-above written:

	B. RILEY FBR, INC.

	By:	/s/ Patrice McNicoll
		Name: Patrice McNicoll
		Title: Co-Head of Investment Banking

From:	B. Riley Financial, Inc.

To:	B. Riley FBR, Inc.

Attention:	[•]

Subject:	At Market Issuance--Placement Notice

Bryant R. Riley	brriley@brileyco.com

Phil Ahn	pahn@greatamerican.com

Alan Forman	aforman@brileyfin.com

Howard Weitzman	hweitzman@greatamerican.com


B. Riley

Patrice McNicoll	pmcnicoll@brileyfbr.com

Keith Pompliano	kpompliano@brileyfbr.com

Scott Ammaturo	sammaturo@brileyfbr.com

TIA Section		Indenture Section
Section 310	(a)(1)	6.9
	(a)(2)	6.9
	(a)(3)	N/A
	(a)(4)	N/A
	(b)	6.8, 6.10
Section 311	(a)	6.13
	(b)	6.13
Section 312	(a)	7.1, 7.2
	(b)	7.2
	(c)	7.2
Section 313	(a)	7.3
	(b)	7.3
	(c)	7.3
	(d)	7.3
Section 314	(a)	7.4
	(a)(4)	1.1, 10.4
	(b)	N/A
	(c)(1)	1.2
	(c)(2)	1.2
	(c)(3)	N/A
	(d)	N/A
	(e)	1.2
Section 315	(a)	6.1
	(b)	6.2
	(c)	6.1
	(d)	6.1
	(e)	5.14
Section 316	(a)	1.1
	(a)(1)(A)	5.2, 5.12
	(a)(1)(B)	5.13
	(a)(2)	N/A
	(b)	5.8
	(c)	1.4
Section 317	(a)(1)	5.3
	(a)(2)	5.4
	(b)	10.3
Section 318	(a)	1.7

		Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		6
Section 1.1	Definitions	6
Section 1.2	Compliance Certificates and Opinions	13
Section 1.3	Form of Documents Delivered to Trustee	13
Section 1.4	Acts of Holders; Record Dates	13
Section 1.5	Notices, etc., to Trustee and Company	15
Section 1.6	Notice to Holders; Waiver	16
Section 1.7	Conflict with Trust Indenture Act	16
Section 1.8	Effect of Headings and Table of Contents	16
Section 1.9	Successors and Assigns	16
Section 1.10	Separability Clause	16
Section 1.11	Benefits of Indenture	16
Section 1.12	Governing Law	17
Section 1.13	Legal Holidays	17
Section 1.14	Indenture and Securities Solely Corporate Obligations	17
Section 1.15	Indenture May be Executed in Counterparts	17
Section 1.16	Force Majeure	17

ARTICLE II SECURITY FORMS		18
Section 2.1	Forms Generally	18
Section 2.2	Form of Face of Security	18
Section 2.3	Form of Reverse of Security	19
Section 2.4	Form of Legend for Global Securities	22
Section 2.5	Form of Trustee’s Certificate of Authentication	22
Section 2.6	Form of Conversion Notice	22

ARTICLE III THE SECURITIES		23
Section 3.1	Amount Unlimited; Issuable in Series	23
Section 3.2	Denominations	26
Section 3.3	Execution, Authentication, Delivery and Dating	26
Section 3.4	Temporary Securities	27
Section 3.5	Registration; Registration of Transfer and Exchange	27
Section 3.6	Mutilated, Destroyed, Lost and Stolen Securities	29
Section 3.7	Payment of Interest; Interest Rights Preserved	29
Section 3.8	Persons Deemed Owners	30
Section 3.9	Cancellation	31
Section 3.10	Computation of Interest	31

ARTICLE IV SATISFACTION AND DISCHARGE		31
Section 4.1	Satisfaction and Discharge of Indenture	31
Section 4.2	Application of Trust Money	32

ARTICLE V REMEDIES		32
Section 5.1	Events of Default	32
Section 5.2	Acceleration of Maturity; Rescission and Annulment	33
Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	34
Section 5.4	Trustee May File Proofs of Claim	34
Section 5.5	Trustee May Enforce Claims Without Possession of Securities	35
Section 5.6	Application of Money Collected	35
Section 5.7	Limitation on Suits	36
Section 5.8	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	36
Section 5.9	Restoration of Rights and Remedies	36

		Page

Section 5.10	Rights and Remedies Cumulative	36
Section 5.11	Delay or Omission Not Waiver	37
Section 5.12	Control by Holders	37
Section 5.13	Waiver of Past Defaults	37
Section 5.14	Undertaking for Costs	38
Section 5.15	Waiver of Usury, Stay or Extension Laws	38

ARTICLE VI THE TRUSTEE		38
Section 6.1	Certain Duties and Responsibilities	38
Section 6.2	Notice of Defaults	39
Section 6.3	Certain Rights of Trustee	39
Section 6.4	Not Responsible for Recitals or Issuance of Securities	41
Section 6.5	May Hold Securities and Act as Trustee under Other Indentures	41
Section 6.6	Money Held in Trust	41
Section 6.7	Compensation and Reimbursement	41
Section 6.8	Conflicting Interests	42
Section 6.9	Corporate Trustee Required; Eligibility	42
Section 6.10	Resignation and Removal; Appointment of Successor	42
Section 6.11	Acceptance of Appointment by Successor	43
Section 6.12	Merger, Conversion, Consolidation or Succession to Business	44
Section 6.13	Preferential Collection of Claims Against Company	44
Section 6.14	Appointment of Authenticating Agent	44
Section 6.15	FATCA	45

ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY		46
Section 7.1	Company to Furnish Trustee Names and Addresses of Holders	46
Section 7.2	Preservation of Information; Communications to Holders	46
Section 7.3	Reports by Trustee	46
Section 7.4	Reports by Company	46

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		47
Section 8.1	Company May Consolidate, etc., Only on Certain Terms	47
Section 8.2	Successor Substituted	48

ARTICLE IX SUPPLEMENTAL INDENTURES		48
Section 9.1	Supplemental Indentures Without Consent of Holders	48
Section 9.2	Supplemental Indentures with Consent of Holders	49
Section 9.3	Execution of Supplemental Indentures	49
Section 9.4	Effect of Supplemental Indentures	50
Section 9.5	Conformity with Trust Indenture Act	50
Section 9.6	Reference in Securities to Supplemental Indentures	50
Section 9.7	Subordination Unimpaired	50

ARTICLE X COVENANTS		50
Section 10.1	Payment of Principal, Premium and Interest	50
Section 10.2	Maintenance of Office or Agency	50
Section 10.3	Money for Securities Payments to be Held in Trust	51
Section 10.4	Statement by Officers as to Default	51
Section 10.5	Existence	52
Section 10.6	Maintenance of Properties	52

ARTICLE XI REDEMPTION OF SECURITIES		52
Section 11.1	Applicability of Article	52

		Page

Section 11.2	Election to Redeem; Notice to Trustee	52
Section 11.3	Selection by Trustee of Securities to Be Redeemed	52
Section 11.4	Notice of Redemption	53
Section 11.5	Deposit of Redemption Price	53
Section 11.6	Securities Payable on Redemption Date	54
Section 11.7	Securities Redeemed in Part	54

ARTICLE XII SINKING FUNDS		54
Section 12.1	Applicability of Article	54
Section 12.2	Satisfaction of Sinking Fund Payments with Securities	54
Section 12.3	Redemption of Securities for Sinking Fund	55

ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE		55
Section 13.1	Company’s Option to Effect Defeasance or Covenant Defeasance	55
Section 13.2	Defeasance and Discharge	55
Section 13.3	Covenant Defeasance	55
Section 13.4	Conditions to Defeasance or Covenant Defeasance	56
Section 13.5	Deposited Money, U.S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions	57
Section 13.6	Reinstatement	58

ARTICLE XIV CONVERSION OF SECURITIES		58
Section 14.1	Applicability of Article	58
Section 14.2	Exercise of Conversion Privilege	58
Section 14.3	No Fractional Shares	59
Section 14.4	Adjustment of Conversion Price or Conversion Rate	59
Section 14.5	Notice of Certain Corporate Actions	60
Section 14.6	Reservation of Shares of Common Stock	60
Section 14.7	Payment of Certain Taxes upon Conversion	60
Section 14.8	Nonassessability	61
Section 14.9	Provision in Case of Consolidation, Merger or Sale of Assets	61
Section 14.10	Duties of Trustee Regarding Conversion	61
Section 14.11	Repayment of Certain Funds upon Conversion	62

ARTICLE XV SUBORDINATION OF SECURITIES		62
Section 15.1	Agreement of Subordination	62
Section 15.2	Payments to Holders	62
Section 15.3	Subrogation of Securities	64
Section 15.4	Authorization to Effect Subordination	65
Section 15.5	Notice to Trustee	65
Section 15.6	Trustee’s Relation to Senior Debt	66
Section 15.7	No Impairment of Subordination	66
Section 15.8	Certain Conversions/Exchanges Deemed Payment	66
Section 15.9	Article Applicable to Paying Agents	66
Section 15.10	Senior Debt Entitled to Rely	66
Section 15.11	Reliance on Judicial Order or Certificate of Liquidating Agent	67
Section 15.12	Trust Monies Not Subordinated	67

	The Bank of New York Mellon Trust Company, N.A.
	2 North LaSalle Street, 7^th Floor
	Chicago, IL 60602
	Attention:	Corporate Trust Division – Corporate Finance Unit
	Facsimile:
	E-mail:

	B. Riley Financial, Inc.
	21255 Burbank Blvd, Suite 400
	Woodland Hills, California 91367
	Attention:
	Facsimile:
	E-mail:

Dated: _______________		B. RILEY FINANCIAL, INC.

		By:

		Title:
ATTEST:

	The Bank of New York Mellon Trust Company, N.A.,
	as Trustee

	By:
		Authorized Officer

	Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15.


	Signature Guaranty