UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 20, 2022, B. Riley Retail Solutions WF, LLC, B. Riley Retail, Inc. and B. Riley Retail Canada, ULC, each an indirect subsidiary of B. Riley Financial, Inc. (the “Company”), in each such party’s capacity as a borrower (collectively, the “Borrowers”) entered into a Third Amended & Restated Credit Agreement which allows for borrowings up to $200.0 million with Wells Fargo Bank, National Association and Wells Fargo Capital Finance Corporation Canada (such parties, collectively, the “Lenders”, and such credit agreement, as amended, the “Credit Agreement”). B. Riley Retail Solutions, LLC, a subsidiary of the Company, and the Company (together with the Borrowers, collectively, the “Credit Parties”) are guarantors of certain obligations under the Credit Agreement and acknowledged and agreed to the provisions of the Credit Agreement.
The Credit Agreement, among other things:
| ● | extends the maturity of the credit facility under the Credit Agreement from April 21, 2022 to April 20, 2027; |
| ● | lowers the percentages for success fees payable to the Lenders in connection with liquidation service contracts funded under the Credit Agreement from a range of 2.5% to 17.5% to a range of 1% to 10% of the net profits, if any, earned on such engagements as set forth therein; |
| ● | adds a funding fee payable to the Lenders in connection with any borrowings or letter of credit issuances with a range of 0.05% to 0.20% of the funded amount; |
| ● | replaces LIBOR with the Secured Overnight Funding Rate (SOFR), without a credit adjustment spread to LIBOR, as the floating benchmark for determining the applicable interest rate under the Credit Agreement; |
| ● | replaces the 0.15% unused line fee with a flat $50,000 administrative fee paid annually to the Lenders; and |
| ● | revises $25,000 work fee payable to Lenders in connection with funding requests to provide that any such work fees are refunded or rebated to the Company if the applicable requested funding is actually made in connection with a liquidation sales agreement. |
The above description of the Credit Agreement does not purport to be complete and it is qualified in its entirety by reference to the Credit Agreement itself, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein in its entirety by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Third Amended and Restated Credit Agreement, dated as of April 20, 2022, by and among B. Riley Retail Solutions WF, LLC, B. Riley Retail, Inc., B. Riley Retail Canada, ULC, Wells Fargo Bank, National Association and Wells Fargo Capital Finance Corporation Canada | |
| 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.
| April 22, 2022 | 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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