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
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Securities registered pursuant to Section 12(b) of the Act:
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| th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share) | Global Market | |||
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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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