M&A - B. Riley Financial, Inc.

Form Type: 8-K

Filing Date: 2025-07-03

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025061210

Filing Summary: B. Riley Financial, Inc. announced the completion of an acquisition in which it sold membership interests of its wholly owned subsidiary GlassRatner Advisory & Capital Group and shares of another subsidiary B. Riley Farber Advisory Inc. to Gallop U.S. Acquireco Inc. and 1001243443 Ontario Inc. for a total price of $117.8 million. The transaction was executed through an equity purchase agreement dated June 27, 2025, with the closing occurring on the same day. The purchase price was contingent on cash, indebtedness, transaction expenses, and working capital adjustments, to be finalized within 180 days. Following the acquisition, BR Corporate Services, an indirect subsidiary, will provide transition services for up to six months. A press release was issued on June 27, 2025, detailing the acquisition.

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.

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.

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.