Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Notes and the Indenture set forth in Item 8.01 is incorporated herein by reference.




Item 8.01. Other Events.

On January 20, 2021, B. Riley Financial, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with B. Riley Securities, Inc., as representative of the several underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to sell to the Underwriters $200,000,000 aggregate principal amount of 6.00% Senior Notes due 2028 (the "Notes"). The Notes were offered pursuant to 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 (the "Registration Statement"). On January 20, 2021, the Company priced the offering and on January 25, 2021, the offering of the Notes closed. The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

On January 25, 2021, the Company entered into a fourth supplemental indenture (the "Fourth Supplemental Indenture") with The Bank of New York Mellon Trust Company National Association, as trustee (the "Trustee"), further supplementing the indenture 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") and the Third Supplemental Indenture dated as of February 12, 2020 (the "Third Supplemental Indenture," and, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Fourth Supplemental Indenture, the "Indenture"), among the Company and the Trustee. The Indenture establishes the form and, provides for the issuance, of the Notes.

The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company's other existing and future senior unsecured and unsubordinated indebtedness. The Notes are effectively subordinated in right of payment to all of the Company's existing and future secured indebtedness and structurally subordinated to all existing and future indebtedness of the Company's subsidiaries, including trade payables. The Notes bear interest at the rate of 6.00% per annum. Interest on the Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on April 30, 2021. The Notes will mature on January 31, 2028.





                                       1

The Company may, at its option, at any time and from time to time, redeem the Notes (i) on or after January 31, 2022 and prior to January 31, 2023, at a price equal to $25.75 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after January 31, 2023 and prior to January 31, 2024, at a price equal to $25.50 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, (iii) on or after January 31, 2024 and prior to January 31, 2025, at a price equal to $25.25 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iv) on or after January 31, 2025 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. On and after any redemption date, interest will cease to accrue on the redeemed Notes.

The Indenture contains customary events of default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of at least 25% of the principal amount of the Notes may declare the entire amount of the Notes, together with accrued and unpaid interest, if any, to be immediately due and payable. In the case of an event of default involving the Company's bankruptcy, insolvency or reorganization, the principal of, and accrued and unpaid interest on, the principal amount of the Notes, together with accrued and unpaid interest, if any, will automatically, and without any declaration or other action on the part of the Trustee or the holders of the Notes, become due and payable.

The foregoing description of the Fourth Supplemental Indenture, and the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Supplemental Indenture, and the form of Note which is attached as an exhibit to the Fourth Supplemental Indenture.

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 Notes that may be 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 January 20, 2021, the Company issued a press release announcing the pricing of the offering. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

On January 25, 2021, the Company issued a press release announcing the closing of the offering. A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.





                                       2

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.




Exhibit No.   Description
1.1             Underwriting Agreement, dated as of January 20, 2021, by and among
              the Company and B. Riley Securities, Inc., as representative of the
              several underwriters named therein.

4.1             Indenture, dated as of May 7, 2019, by and between the Company and
              The Bank of New York Mellon Trust Company National Association, as
              Trustee (incorporated by reference to Exhibit 4.2 to the Company's
              Current Report on Form 8-K filed on May 7, 2019).

4.2             First Supplemental Indenture, Dated as of May 7, 2019, by and between
              the Company and The Bank of New York Mellon Trust Company National
              Association, as Trustee (incorporated by reference to Exhibit 4.2 to
              the Company's Current Report on Form 8-K filed on May 7, 2019).

4.3             Second Supplemental Indenture, dated as of September 23, 2019, by and
              between the Company and The Bank of New York Mellon Trust Company
              National Association, as Trustee (incorporated by reference to Exhibit
              4.3 to the Company's Current Report on Form 8-K filed on September 23,
              2019).

4.4             Third Supplemental Indenture, dated as of February 12, 2020, by and
              between the Company and The Bank of New York Mellon Trust Company
              National Association, as Trustee (incorporated by reference to Exhibit
              4.4 to the Company's Current Report on Form 8-K filed on February 12,
              2020).

4.5             Fourth Supplemental Indenture, dated as of January 25, 2021, by and
              between the Company and The Bank of New York Mellon Trust Company
              National Association, as Trustee.

4.6             Form of 6.00% Senior Note due 2028 (included in Exhibit 4.4).

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            Pricing Press release, dated January 20, 2021.

99.2            Closing Press release, dated January 25, 2021.




                                       3

© Edgar Online, source Glimpses