LOS ANGELES, March 26, 2025 /PRNewswire/ — B. Riley Financial, Inc. (NASDAQ: RILY) (“BRF” or the “Company”), a diversified financial services company, today announced it has entered into a privately negotiated exchange agreement (the “Agreement”) with an institutional investor, which will reduce the Company’s total outstanding debt by approximately $35 million.
Pursuant to the Agreement and subject to the completion of certain closing procedures, the investor has agreed to exchange approximately $123 million in outstanding Senior Notes, consisting of approximately $86 million in 5.5% Senior Notes due March 31, 2026 (NASDAQ: RILYK) and approximately $37 million in 5.0% Senior Notes due December 31, 2026 (NASDAQ: RILYG), for $88 million in newly issued 8.00% Senior Secured Second Lien Notes due January 1, 2028 (the “Notes”). In addition, the Company is issuing to the investor warrants to purchase an aggregate of approximately 351,000 common shares at an exercise price of $10.00 per share. The warrants are exercisable for a period of seven years from the issuance date.
Bryant Riley, Chairman and Co-Chief Executive Officer of BRF, said: “This exchange represents an important incremental step in addressing our capital structure. We continue to thoughtfully evaluate ways to improve the Company’s balance sheet and expect there will be opportunities to conduct additional transactions by leveraging capacity under the Senior Secured Second Lien facility or another instrument.”
Moelis & Company LLC acted as financial advisor and Sullivan & Cromwell LLP acted as legal advisor to BRF with respect to the Agreement. Seaport Global Securities LLC acted as financial advisor to the institutional investor.
No Offer or Solicitation
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
About B. Riley Financial
B. Riley Financial (BRF) is a diversified financial services company that delivers tailored solutions to meet the strategic, operational, and capital needs of its clients and partners. BRF leverages cross-platform expertise to provide clients with full service, collaborative solutions at every stage of the business life cycle. Through its subsidiaries and affiliated entities, BRF provides end-to-end financial services across investment banking, institutional brokerage, private wealth and investment management, financial consulting, corporate restructuring, operations management, risk and compliance, due diligence, forensic accounting, litigation support, appraisal and valuation, auction, and liquidation services. BRF opportunistically invests to benefit its shareholders, and certain affiliates originate and underwrite senior secured loans for asset-rich companies. BRF refers to B. Riley Financial, Inc. and/or one or more of its subsidiaries or affiliates. For more information, please visit www.brileyfin.com.
