M&A - B. Riley Financial, Inc.

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025029055

Filing Summary: B. Riley Financial, Inc. announced the completion of the sale of a portion of its Wealth Management business to Stifel Financial Corp. for net cash consideration of $26.0 million. This transaction involved 36 financial advisors and approximately $4.0 billion in assets under management (AUM) as of March 31, 2025. The Company’s Wealth Management business continues to possess around 240 financial advisors with a total AUM of approximately $15 billion as of the same date. Additionally, the Company disclosed estimated impairment charges associated with Nogin Commerce, LLC, which are anticipated to be between $68 million to $74 million. On April 3, 2025, the Company received a notice from Nasdaq regarding non-compliance with listing rules due to a delay in filing its Annual Report, with a plan submission deadline set for June 2, 2025.

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Form Type: 8-K

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025024189

Filing Summary: On March 10, 2025, B. Riley Financial, Inc. completed a transaction wherein B. Riley Securities Holdings, LLC transformed into B. Riley Securities Holdings, Inc., a Delaware corporation. This was part of a merger with Cascadia Investments, Inc. which allowed several Cascadia investors to become minority stockholders in BRS Holdings. The transaction included the granting of restricted stock awards to management, representing 10% of shares post-merger, with specific vesting requirements. Following the merger, the board of directors of BRS Holdings will consist of five members; four appointed by BR Financial Holdings LLC, with the appointment of two independent directors and the remainder appointed by the executive committee of BRS. The company retains ownership of 89.4% of BRS Holdings' common stock after the merger, and a press release announcing the transaction's closure was issued on March 11, 2025.

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Form Type: 8-K

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025021827

Filing Summary: On March 3, 2025, B. Riley Financial, Inc. (the Company) completed the sale of all issued and outstanding membership interests in Atlantic Coast Recycling, LLC and its subsidiary through a Membership Interest Purchase Agreement dated March 1, 2025. The transaction, referred to as the ReVal Transaction, was finalized with a purchase price of approximately $102.5 million. After adjustments, the Company received cash proceeds of about $68.6 million, which included the payments against its Oaktree credit facility, reducing the principal balance to approximately $139 million. This acquisition is expected to yield a gain of around $30 million for B. Riley in the first quarter following the transaction. A press release on the Closing was also issued on March 3, 2025.

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